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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No:
90/LM/Oct12
(015719)
In the matter between:
Investec Property Fund Limited Acquiring firm
And
Certain properties owned by various companies
forming part of S Giuricich Holdings (Pty) Ltd Target Firms
Panel : Norman Manoim (Presiding Member)
Andreas Wessels (Tribunal Member)
Takalani Madima (Tribunal Member)
Heard on : 14 November 2012
Order issued on : 14 November 2012
Reasons issued on : 23 November 2012
Reasons for Decision
Unconditional approval
[1] On 14 November 2012, the Competition Tribunal (“ Tribunal ”)
unconditionally approved the merger between Investe c Property Fund
Limited and certain properties owned by various com panies forming
part of S Giuricich Holdings (Pty) Ltd. The reasons for approving the
proposed transaction follow below.
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Parties to the transaction
[2] The primary acquiring firm is Investec Proper ty Fund Limited (“ the
Investec Fund ”), a public company controlled by Investec Limited .
The business activities of the Investec Fund includ e the buying,
leasing, developing and selling of properties with an investment
banking context.
[3] The primary target firms comprise 12 (twelve) retail properties which
are situated in the following nodes: Fourways, Piet ersburg,
Constantia, Roodepoort, Edenvale, Bryanston, Emalah leni, Montana
Park, Bloemfontein and Glen Eagles.
[4] These properties are controlled by various co mpanies, namely Gaal
Investments (Pty) Ltd, Lussin Piccolo 1 Investments Limited, Lussin
Piccolo Africa Properties Limited, Summero (Pty) Lt d, AAIR Property
Investments (Pty) Ltd, Lussin Piccolo Polokwane Pro perties (Pty) Ltd
and Lussin Investments (Pty) Ltd (collectively “ the transferring
firms ”). The transferring firms are all ultimately contr olled by the four
Giuricich brothers. 1
Proposed transaction
[5] Investec Fund will acquire the twelve propert ies from the transferring
firms, following which Investec Fund will have sole control over them.
[6] The Competition Commission (“Commission”) que ried why the
merging parties notified the twelve property transa ctions as a single
transaction. The merging parties’ reply was that ea ch property
transaction is conditional upon all twelve properti es being acquired by
the Investec Fund 2. The merging parties further submitted that it is a
single notifiable transaction because the transferr ing properties are
controlled by the transferring firms which are all ultimately controlled
1 These brothers are Anthony Giuricich, Luigi Giuricich, Mathew Giuricich and Florian
Giuricich.
2 See page 882 of the merger record.
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by the four brothers mentioned above. 3 The Commission accepted
these submissions.
Rationale for the transaction
[7] This transaction is in line with Investec Fun d’s current expansion
strategy.
[8] The ultimate shareholders wish to realise their investments. 4
Relevant markets and impact on competition
[1] There is a horizontal overlap present between t he activities of the
merging parties, as they both own rentable retail p roperties in South
Africa. However, there is no geographical overlap between the merging
parties and target firms’ properties, as the distan ces between them
range from 74km – 1539km. 5
[2] There are various shopping centres within a 1 0 kilometre radius of the
target properties which will compete with these centres, none of which
are owned by the Investec Fund.
[3] Further, the target properties’ estimated mar ket shares in the
respective nodes are all below 4.5% and as there ar e no geographic
overlaps, the Investec Fund will not gain any market accretion.
Public interest
[4] The merging parties confirmed that there will be no adverse effect on
employment as a result of the proposed transaction 6. No other public
interest issues arise as a result of this transaction.
3 See page 882 of the merger record.
4 See page 45 of the merger record.
5 See page 56 of the merger record.
6 See page 77 of the merger record.
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CONCLUSION
[5] Having regard to the facts above, we find that the proposed transaction
is unlikely to substantially prevent or lessen comp etition in any relevant
market. Furthermore, the proposed transaction raises no public interest
concerns. Accordingly, we approve the proposed tran saction
unconditionally.
__________________ 23 November 2012
NORMAN MANOIM DATE
Andreas Wessels and Takalani Madima concurring.
Tribunal Researcher: Nicola Ilgner
For the merging parties:
Andile Nikani of Fluxmans Attorneys
For the Commission: Zanele Hadebe