About SAFLII
Databases
Search
Terms of Use
RSS Feeds
South Africa: Competition Tribunal
SAFLII
>>
Databases
>>
South Africa: Competition Tribunal
>>
2016
>>
[2016] ZACT 3
|
|
Ompe GP IV (Pty) acting in its capacity as ultimate general partner of the Ompe Fund IV Partnership v Alderbalm Trading (Pty) Ltd (LM155Oct15) [2016] ZACT 3 (11 January 2016)
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case
No:
LM1550ct15
In the
matter between:
OMPE
GP IV (Pty)
Ltd acting
in its capacity
as
Acquiring Firm
ultimate
general partner of the
OMPE
Fund
IV
Partnership
and
Alderbalm
Trad1ng (Pty)
Ltd
Target Firm
Panel
: Yasmin Carrim
(Presiding Member)
: Mondo Mazwai
(Tribunal Member)
: Fiona Tregenna
(Tribunal Member)
Heard
on
: 18 November 2015
Order
issued on
: 18 November 2015
Reasons
issued on : 11
January 2016
Reasons
for Decision
Approval
1. On 18
November 2015 the Competition Tribunal (the "Tribunal")
unconditionally approved an acquisition by OMPE GP IV
(Pty) Ltd
("OMPE"), acting in its capacity as ultimate general
partner of the OMPE Fund IV Partnership ("OMPE Fund
IV") of
Alderbalm Trading (Ply) Ltd ("New Holdco").
2. The
reasons for the approval of the proposed transaction follow.
The
Parties and their activities
3. The
primary acquiring firm is OMPE, acting in its capacity as ultimate
general partner of the OMPE Fund IV. OMPE is a company
incorporated
in accordance with the laws of the Republic of South Africa. OPME is
jointly controlled by Winter Breeze Investment
Holding Company (Pty)
Ltd ("Winter Breeze") and OPME Fund IV Co-Investment Trust
("the OMPE Trust"). Winter
Breeze is controlled by Old
Mutual Alternative Investments (Pty) Ltd ("OMAI"), which is
ultimately controlled by Old
Mutual Group Holdings (South Africa)
(Pty) Ltd ("OMSA"). OMSA is ultimately controlled by Old
Mutual pie ("OM pie"),
which is incorporated in the United
Kingdom. OM pie is not controlled by any single shareholder. Its five
shareholders as at 31
December 2014 are as follows: the Public
Investment Corporation Ltd (8.65%), Black Rock Incorporated (5.78%),
Allan Gray (Pty)
Ltd (5.68%), Sanlam Ltd (3.99%) and Investec Group
(3.25%).
4. OMPE
is the ultimate general partner of the OMPE Fund IV and does not
control any firm. Winter Breeze controls African Infrastructure
Investment Fund 2 General Partner (Pty)- Ltd and Friedshelf 1168
(Pty) Ltd. The OMPE Trust and OMAI do not control any other
firm. OMSA controls a number of firms including OM Portfolio Holdings
(South Africa) (Pty) Ltd and Old Mutual Investment Administrators
(Pty) Ltd.
5. The
Old Mutual Group is an international long-term savings, banking and
investment group. OMPE is responsible for the management
and operation of OMPE Fund IV, and does not provide any other
products or services. OMPE Fund IV is primarily involved in
private
equity investments by purchasing controlling and non-controlling
interests in the share capital of unlisted businesses
that are active
in the asset management, life insurance, banking and investment
products or services and short term insurance markets.
6. The
primary target firm is New Holdco, a newly established firm
incorporated in accordance with the laws of the Republic of South
Africa. According to the merging parties, it is intended that New
Holdco will house MoreCorp (Pty) Ltd ("MoreCorp") and
its
subsidiaries. Morecorp is not controlled by any firm. It controls the
following firms: MoreGolf (Pty) Ltd, MoreCycle (Pty)
Ltd and
Centurion Golf Driving Range (Pty) Ltd. Newco does not control any
firm.
7. New
Holdco was established for the purposes of the proposed transaction.
MoreCorp is involved in the retail of golf and cycling
equipment,
accessories and related products and services in South Africa.
Proposed
transaction and rationale
8. In
terms of the proposed transaction, OMPE will acquire 70.62% of
the issued shares in New Holdco. Upon the implementation
of the
proposed transaction, OMPE will control New Holdco and have indirect
control over MoreCorp.
9. OMPE
submitted that the proposed transaction represents it with an
opportunity to invest in a quality company backed by highly
competent
and experienced management team.
10.
According to New Holdco, the proposed transaction allows it to
realise the value of its investment.
Competition
Analysis
11. After
considering the activities of the merging parties, the Commission
found that there is no overlap, as the OMPE Group
is not involved in
the retail of golf and cycling equipment, accessories and related
products and services. Further, the Commission
found that the OMPE
Group does not have investments in firms that are active in the
retail of golf and cycling equipment,
accessories and related
products and services.
12. The
Commission therefore concluded that the proposed transaction is
unlikely to substantially prevent or lessen competition
in any
market.
Public
interest
13. The
merging parties confirmed that the proposed transaction will have no
adverse effect on employment and will not result in
any retrenchments
in South Africa. The proposed transaction raises no other public
interest concerns.
Conclusion
14.
In light of the above, we agree with the Commission that the
proposed transaction is unlikely to substantially prevent or lessen
competition in any market. Further, we agree
with
the
Commission that proposed transaction is unlikely to result in
significant public interest concerns. We therefore approve the
proposed transaction unconditionally.
11
January
2016
Date
_______________
Ms
Yasmin Carrim
Ms
Mondo Mazwai and Professor Fiona Tregenna concurring
Tribunal
Researcher :
lpeleng Selaledi
For the
merging parties : Nazeera Mia of Cliffe
Dekker Hofmeyr
For the
Commission
: Thato Mkhize