1
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No: LM0148Oct20
In the matter between
Main Street 1788 (Pty) Ltd Primary Acquiring Firm
and
Octotel (Pty) Ltd Primary Target Firm
Panel : M Mazwai (Presiding Member)
: E Daniels (Tribunal Member)
: A Ndoni (Tribunal Member)
Heard on : 25 November 2020
Order Issued on : 25 November 2020
Reasons Issued on : 2 December 2020
REASONS FOR DECISION
Introduction
[1] On 25 November 2020 , the Competition Tribunal (“Tribunal”) approved a
transaction in terms of which Main Street 1788 (Pty) Ltd (“Mainstreet”) acquired
the entire issued share capital of Octotel (Pty) Ltd ( “Octotel”), without
conditions.
[2] The reasons for the approval follow.
2
Parties to the transaction
Primary Acquiring Firm
[3] The primary acquiring firm is Main Street 1788 (Pty) Ltd (Main Street”). Main
Street is a special purpose company incorporated in South Africa.
[4] Main Street is wholly owned by Actis Peninsula 2 Ltd, which in turn is wholly
owned by Actis Peninsula 1 L (both incorporated in Mauritius).
[5] Actis Peninsula 1 Limited is solely controlled by Neoma Africa Fund III LP,
which is managed by Neoma Manager Mauritius Ltd.
[6] Neoma Manager Mauritius Ltd is solely owned by Actis International Limited
("Actis International"), registered in England.
[7] Actis International in turn is directly and solely controlled by Actis LLP ("Actis"),
registered in England.
[8] Although various individuals directly or indirectly hold partnership interests in
Actis, no individual holds a controlling interest in Actis or controls it for
competition law purposes.
[9] The Actis Group controls the following firms, among others:
▪ Biotherm Energy Proprietary Limited ("Biotherm")
▪ Coricraft Group Proprietary Limited ("Coricraft")
▪ Food Lovers Holdings Proprietary Limited ("FLM")
[10] The Actis Group is a global private equity investment group which invests
emerging markets including Africa, China, India, Latin America and South East
Asia.
3
[11] The Group generally invests in buyouts of companies or non -core divisions of
large corporations and in private companies.
[12] The Actis Group is generally focused on the consumer, healthcare, financial
services, industrial, energy and real estate sectors.
Primary Target Firm
[13] The primary target firm is Octotel, incorporated in South Africa.
[14] The shareholders of Octotel are as follows:
• Robert Gilmour
• Mark Slingsby
• CTP Limited
• PRIF SAVest Mauritius Limited ( and
• PRIF SAVest South Africa Proprietary
[15] Octotel is a provider of last-mile Fibre To The Home (“FTTH”) and Fibre To The
Business (“FTTB”) network services in the Cape Town metropolitan area.
Octotel constructs, owns, manages and operates a wholesale open access
fibre network in terms of which it leases fibre lines to ISPs for the provision of
retail services to end-users.
[16] Octotel's FTTH and FTTB offering is facilitated through connecting its trenched
local fibre network to backhaul dark fibre. It procures access to metropolitan
backhaul dark fibre from Dark Fibre Africa Proprietary Limited ("DFA"), through
RSAWeb (Pty) Ltd, which operates, inter alia, as a re-seller of DFA services.
[17] Octotel also serv ices other areas in relatively close proximity, including
Gordons Bay, Somerset West, Kraaifontein , Melkbosstrand and
Bloubergstrand.
4
Proposed transaction and rationale
[18] Main Street intends to acquire the entire issued share capital of Octotel, for a
purchase consideration of
[19]
”
Relevant market and impact on competition
[21] The Commission considered the activities of the merging parties and found that
the firms controlled by the Actis Group in South Africa do not have any interests
in firms providing fibre network , or other telecommunication infrastructur al
services in South Africa. There are accordingly no overlaps in respect of the
activities of the Actis Group and Octotel.
5
[22] The Commission therefore found that the proposed transaction is unlikely to
substantially prevent or lessen competition in any market. We agree with this
assessment.
Public interest considerations
[23] The Commission found that the proposed transaction would not raise any public
interest concerns. In addition, no concerns were raised by the employee
representatives.
Conclusion
[24] In light of the above, we concluded 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 transaction. Accordingly, we
approved the proposed transaction unconditionally.
2 December 2020
Ms Mondo Mazwai Date
Mr E Daniels and Ms A Ndoni concurring.
Tribunal Case Managers
: Camilla Mathonsi; Alistair Dey-van Heerden