-- ------------ ---- - - i
cornp et itf ontribunal
, ~ i, I~ "fr;',;,
COMPETITION TRIBUNAL OF SOUTH AFRICA
In the matter between:
Main Street 1514 (Pty) Ltd
And
Mancosa (Ply) Ltd
Case No: LM072Jun17
Primary Acquiring Firm
Primary Target Firms
Regent Business School (Ply) Ltd
Panel
Heard on
Order Issued on
· Reasons Issued on
Approval
AW Wessels (Presiding Member)
Medi Mokuena (Tribunal Member)
Yasmin Carrim (Tribunal Member)
19 July 2017
19 July 2017
1 O August 2017
Reasons for Decision
[ 1 ] On 19 July 2017, the Competition Tribunal ("Tribunal") unconditionally
approved the transaction involving Main Street 1514 Proprietary Limited
("Main Street"), Mancosa Proprietary Limited ("Mancosa") and Regent
B!Jsin.ess School Proprietary Limited ("Regent").
[ 2 ] The reasons for approving the proposed transaction follow.
1
Parties to the proposed transaction
Primary acquiring firm
[ 3 ] The primary acquiring firm is Main Street, a newly established entity for
purposes of the proposed transaction. Main Street currently conducts no
business activities in South Africa.
[ 4 ] Main Street is a wholly-owned subsidiary of Actis Investment Holdings No.
190 Limited ("EMK SA (Mauritius)"), which in turn is wholly-owned by
Emerging Markets Knowledge Holdings Limited ("EMKH"). EMKH is a
company incorporated in accordance with the laws of Mauritius. EMKH is
controlled by Actis Africa 4 LP ("Actis Africa 4") and Actis Global 4 LP ("Actis
Global 4") which are private equity investment funds. Actis Africa 4 and Actis
Global 4 are managed by Actis GP LLP. Actis GP LLP is not controlled by
any single firm. The abovementioned firms will hereinafter collectively be
referred to as "the Actis Group".
[ 5 ] The Actis Group is a global private equity investor which invests in emerging
markets. Of relevance to the competition assessment of the current
transaction is that EMKH is a tertiary education buy-and-build platform,
serving students in Tunisia and Morocco. The Actis Group however has no
tertiary educational activities in South Africa.
Primary target firms
[ 6 ] The primary target firms are Mancosa and Regent. Both these companies are
incorporated in accordance with the laws of the Republic of South Africa.
Mangro Holdings Proprietary Limited ("Mangro") is currently the sole
shareholder of Mancosa and Regent. Mancosa and Regent do not control
any firm in South Africa.
[ 7 ] Mancosa and Regent's business activities involve the provision of tertiary
education and long dist'llnce programmes for undergraduate and
postgraduate students in inter a/ia South Africa.
2
Proposed transaction and rationale
[ 8] Upon completion of the proposed transaction, Main Street will own the entire
shareholding of Mancosa and Regent and thus have sole control over
Mancosa and Regent.
[ 9 ] The Actis Group submitted that the proposed transaction will enable it to
establish a portfolio of education providers across Africa.
[ 10] Mangro wishes to realise a return on its investment.
Impact on competition
[ 11 ] The Competition Commission ("Commission") identified a broad horizontal
overlap between the activities of the merging parties in the provision of
tertiary education services. However, the Actis Group is not active in the
provision of tertiary education services in South Africa and thus there is no
geographical overlap between the activities of the merging parties in South
Africa. The Commission therefore concluded that the proposed transaction is
unlikely to substantially prevent or lessen competition in any relevant market
in South Africa. We concur with the Commission's finding.
Public interest
[ 12 ] The merging parties confirmed that the proposed transaction will not have
any negative effect on employment in South Africa.1
[ 13 ] The proposed transaction further raises no other public interest concerns.
Conclusion
[ 14 ] In light of the above, we conclude that the proposed transaction is unlikely to
substantially prevent or lessen competition in any relevant market. In
1 Merger Record, pages 5 and 53. Also see Transcript, pages 5 and 6.
3
addition, no public interest issues arise from the proposed transaction.
Accordingly, we approve the proposed transaction unconditionally.
10 August 2017
DATE
Ms Yasmin Carrim and Ms Medi Mokuena concurring
Tribunal Case Manager
For the merging parties
For the Commission
Caroline Sserufusa
Robert Wilson of Webber Wentzel
Nonhlanhla Msiza
4