Investec Asset Management SA Group Limited v Investec Asset Management Holding (Pty) Ltd (LM1270ct19) [2020] ZACT 1; [2020] 1 CPLR 358 (CT) (9 January 2020)

70 Reportability
Competition Law

Brief Summary

Competition Law — Merger Approval — Unconditional approval of merger between Investec Asset Management SA Group Limited and Investec Asset Management UK Group PLC with Investec Asset Management Holdings (Pty) Ltd and Investec Asset Management Limited — Tribunal finding no horizontal or vertical overlap in services provided by merging parties — Transaction unlikely to prevent or lessen competition — No adverse effects on employment or public interest concerns raised.

competitiontribunal
SOU TH AFRICA
COMPETITION TRIBUNAL OF SOUTH AFRICA
In the matter between:
Investec Asset Management SA Group Limited and
Investec Management Asset Management UK Group PLC
And
Investec Asset Management Holding (Pty) Ltd
and Investec Asset Management Limited
Panel
Heard on
Order issued on
Reasons issued on
Approval
: E Daniels (Presiding Member)
: Y Carrim (Tribunal Member)
: A Ndoni (Tribunal Member)
: 27 November 2019
: 27 November 2019
: 09 January 2020
REASONS FOR DECISION
Case No: LM127Oct19
Primary Acquiring Firm
Primary Target Firm
[1] On 27 November 2019, the Competition Tribunal ('Tribunal") approved the large
merger between Investec Asset Management SA Group Limited and Investec
Asset Management UK Group Pie and Investec Asset Management Holdings (Pty)
Ltd and Investec Asset Management Limited.
[2] The reasons for the unconditional approval follow.
1

PARTIES TO THE TRANSACTION
Primary Acquiring Firm
(3] The primary acquiring firms are Investec Asset Management SA Group Limited
("IAM SA ListCo") and Invest Asset Management UK Group Pie ("IAM UK ListCo").
These companies are incorporated in accordance with the company laws of the
Republic of South Africa ("South Africa") and the United Kingdom ("UK"),
respectively. 1
(4] 1AM SA ListCo and 1AM UK ListCo operate as one corporate group through a dual
listed company (DLC) arrangement. Collectively, they are referred to as 1AM
DLC.IAM DLC does not have prior operations or business activities.
Primary Target Firm
(5] The primary target firms are Investec Asset Management Holdings (Pty) Ltd ("IAM
SA") and Investec Asset Management Limited ("IAM UK"). These companies are
incorporated in accordance with the company laws of South Africa and UK,
respectively.
{6] 1AM is active in the provision of active investment products and services to
institutional and advisor clients. 1AM investment offering includes equities, fixed
income, multi asset management and alternatives strategies.
PROPOSED TRANSACTION
[7] The proposed transaction is the demerger of 1AM from the Investec Group. The
transaction comprises a restructuring of the asset management service from the
Investec Group to newly established entities that will be independently li5ted on the
JSE and LSE.
1 During the course of the hearing, the merging parties indicated that the acquiring firms will now be
referred to as Ninety One Ltd (SA} and Ninety One Pie (UK} .
2

COMPETITION ANALYSIS
[8] The Commission considered the activities of the merging parties and found that
proposed transaction does not result in a horizontal or vertical overlap as the merging
parties do not provide services that are substitutable or considered to be inputs to each
other. The proposed transaction will not change the structure of the relevant market
and as such, the Tribunal is of the view that the proposed transaction is unlikely to
prevent or lessen competition.
PUBLIC INTEREST
[9] The merging parties confirmed that the proposed transaction would not have any
adverse effects on employment in South Africa. The employees of 1AM raised no
concerns with the transaction. The transaction raises no other public interest concerns.
CONCLUSION
(1 O] In light of the above, we approved the transaction subject to no conditions .
Mr Enver Daniels
09 January 2020
Date
Ms Yasmin Carrim and Ms Andiswa Ndoni
Tribunal Case Manager
For the merging parties
For the Commission
:Lumkisa Jordaan
:Mark Garden and Tayla Theron of ENSafrica
:Nonhlanhla Msiza and Mogau Aphane
3