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[2013] ZACT 114
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Premier Group (Pty) Ltd v Lil-Lets Group Ltd (017954) [2013] ZACT 114 (27 November 2013)
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case
No: 017954
In
the matter between:
Premier
Group
(Pty)
Ltd
Acquiring
Firm
And
Lil-Lets
Group
Ltd
Target
Firm
Panel : Takalani
Madima (Presiding Member)
Medi
Mokuena (Tribunal Member)
Andiswa
Ndoni (Tribunal Member)
Heard
on : 30
October 2013
Order
issued on: 30
October 2013 .
Reasons
issued on: 27
November 2013
Reasons
for Decision
Approval
1.
On 30 October 2013 the Competition
Tribunal ("the Tribunal”) unconditionally approved an
acquisition by Premier Group
(Pty) Ltd ("Premier Group”)
of Lil-lets Group Ltd (“Lil-lets Group”),
2.
The reasons for the approval of the
proposed transaction follow.
The
Parties and their activities
3.
The primary acquiring firm is Premier
Group, a company incorporated in terms of the laws of the Republic of
South Africa. Premier
Group is jointly controlled by the following
shareholders: (i) Capital Partners Group Ltd (“CPGHL") -
80%, (ii) Premier
Management Trust 1 (“Manco Trust 1”) -
11.5% and (iii) Premier Management Trust if (“Manco Trust 2”)
-
3.5%. The other shareholders of Premier Group are TNI Trust - 3%
and Johannes Jacobus Gertenbach (2%), Premier Group directly controls
the following firms: (I) Premier Foods (Pty) Ltd ("Premier
Foods”), (ii) Premier Swazi Bakeries (Pty) Ltd and (iii)
Friedshelf 767 (Pty) Ltd. CPGHL is a wholly-owned subsidiary of Brait
Malta Ltd (“Brait Malta”). Brait Malta is a wholly-owned
subsidiary of Brait S.E., a public company listed on the Luxemburg
Stock Exchange and on the JSE Securities Exchange.
4.
Premier Group is involved in the
milling, distribution and marketing of branded maize and flour
products as well as the branding,
marketing, selling and distribution
of bread. Brait S.E. is an investment company that invests its own
funds raised from its shareholding
directly in predominantly
privately owned companies.
5.
The primary target firm is Lil-Lets
Group, a company Incorporated in terms of the laws of the United
Kingdom. The shareholders in
Lil-Lets Group are (i) Electra Partners
LLP ("Electra") - 61.69%, (ii) Trustees Sellers - 5.07% and
(iii) Lil-Lets Management
- 33.24%, Lil-Lets Group indirectly
controls Lil-Lets South Africa (Pty) Ltd (“Lil-Lets SA”)
and Lil-Lets UK Ltd (“Lii-lets
UK”).
6.
Lil-Lets Group supplies a range of
feminine hygiene and persona! care products including tampons, pads,
panty-liners and wipes,
Lil-Lets Group also supplies “Dove"
cotton wool products and Vuico latex gloves,
Proposed
transaction and rationale
7.
In this transaction Premier Group,
acting through Premier Foods, intends to acquire 100% of the issued
shares in Lil-Lets Group.
As part of the postacquisition
restructuring, the operating assets of Lil-Lets SA will be sold into
Premier Foods to form
a new division of Premier Foods, Subsequently,
the shares in Lil-Lets UK wifi be sold to Premier Foods.
8.
From Premier Group’s perspective,
this transaction provides Premier Group with an opportunity to
diversify its portfolio with
a strong brand in the female hygiene
sector,
9.
Electra, which invested in Lil-Lets
Group in 2006, wishes to realise its shareholding and believes that
the Lil-Lets Group business
is weli positioned to benefit from the
next stage of its growth under new ownership.
Competition
analysis
10.
There is no horizontal overlap in the
activities of the merging parties as neither Premier Group and/or its
subsidiaries nor Brait
S.E. and/or its subsidiaries are active in
similar activities as those in which Lil-Lets Group and/or its
subsidiaries are involved,
i.e. supply of feminine hygiene products).
There is also no vertical integration.
Public
interest
11.
The
merging parties confirmed that the proposed transaction will have no
adverse effect on employment and wifi not result in any
retrenchments
in South Africa.
[1]
The proposed transaction raises no other public interest concerns.
Conclusion
12.
For the reasons mentioned above, we
approve the proposed transaction unconditionally.
27
November 2013
Date
Takalani
Madlima
Medi
Mokuena and Andiswa Ndoni concurring
Tribunal
researcher: Ipeleng SeSaledi
For
the merging parties: Anthony Norton of Nortons Inc
For
the Commission: Grashum Mutizwa
[1]
See merger record, pages 5. Also see paragraph 7.1 of the
Commission’s merger report.