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[2016] ZACT 48
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RMB Holdings Limited v Atterbury Property Holdings Proprietary Limited (LM027May16) [2016] ZACT 48 (23 June 2016)
COMPETITION
TRIBUNAL OF SOUTH
AFRICA
Case
No:LM027May16
In
the matter between:
RMB
HOLDINGS
LIMITED
Primary Acquiring Firm
and
ATTERBURY
PROPERTY
Primary
Target
Firm
HOLDINGS
PROPRIETARY
LIMITED
Panel
: Yasmin Carrim (Presiding Member)
: Mondo Mazwai
(Tribunal Member)
: Andiswa Ndoni
(Tribunal Member)
Heard
on
: 08 June 2016
Order
Issued on
: 08 June 2016
Reasons
Issued on
: 23 June 2016
Reasons
for Decision
Approval
[
1 ] On 08 June 2016, the Competition Tribunal (''Tribunal")
unconditionally approved the large merger between RMB Holdings
Limited ("RMH") and Atterbury Property Holdings Proprietary
Limited ("Atterbury"). The reasons for approving
the
proposed transaction follow.
Parties
to the transaction
[
2 ] The primary acquiring firm, RMH, is an investment focused company
that is not controlled by any firm. It has a non-controlling
interest
in both First Rand Bank Limited ("FirstRand Bank")
and in Slab Joint
Finance
Company Proprietary Limited ("Slab").
[
3 ] The primary target firm, Atterbury, is controlled by Atterbury
ManFou Proprietary Firms Limited ("Atterbury ManFou").
Atterbury is a property investment and development company that holds
a portfolio of properties and developments across office,
commercial,
residential and retail segments. It also operates in the business of
information technology business related to the
provision of Wi-Fi and
other related arrangements.
Proposed
transaction
and
rationale
[
4 ] The proposed transaction involves RMH acquiring a 25.01% share of
the ordinary capital in Atterbury. Post-merger, RMH will
control
Atterbury. It will have the ability to materially influence the
policy of Atterbury in a manner contemplated by sections
12(2)(a) -
(f) of the Competition Act 89 of 1998 ("the Act").
[
5 ] RMH submitted that it had a narrow focus on investments and had
no current exposure to property investments. It views property
as a
highly defensive asset. As such, the proposed transaction will enable
to invest in a leading property developer with has a
strong
management team and growth trajectory. Atterbury submits that it will
be able to pursue development and investment opportunities
through
RMH providing equity and guaranteed debt funding to finance the
growth of Atterbury and its portfolios.
Impact
on competition
[
6 ] According to the Competition Commission's ("the Commission")
findings, there was no overlap found in the merging
parties'
activities. RMH is not active in the property market where Atterbury
is active. The Commission thus found that the proposed
transaction is
unlikely to result in a substantial lessening of competition in any
market
[
7 ] We concur with the Commission's competition assessment that the
proposed transaction is unlikely to substantially prevent
or lessen
competition in any relevant market as there is no overlap present.
Public
interest
[
8 ] The merging parties submitted that the proposed transaction will
not result in an adverse impact on employment. The proposed
transaction further raises no other public interest concerns.
Conclusion
[
9 ] In light of the above, we conclude that the proposed transaction
is unlikely to substantially prevent or lessen competition
in any
relevant market. In addition, no public interest issues arise from
the proposed transactions. Accordingly, we approve the
proposed
transaction unconditionally.
23
June 2016
DATE
_____________________
Ms
Yasmin Carrim
Ms
Mondo Mazwai and Ms Andiswa Ndoni concurring
Tribunal
Researcher:
Caroline Sserufusa
For
the merging parties: Albert
Aukema of Cliffe Dekker Hofmeyr
For
the Commission:
Nolubabalo Mjoli