COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM193Feb21
In the matter between:
Kalander Kapitaal (Pty) Ltd Primary Acquiring Firms
Fynbos Kapitaal (Pty) Ltd
And
Limietberg Sekuriteit (Pty) Ltd Primary Target Firms
Newco
E Daniels (Presiding Member)
M Mazwai (Tribunal Panel Member)
Panel:
Y Carrim (Tribunal Panel Member)
Heard on: 10 March 2021
Order Issued on: 10 March 2021
Reasons Issued on: 10 March 2021
ORDER
Further to the recommendation of the Competition Commission in terms of section
14A(1)(b) of the Competition Act, 1998 (“the Act”) the Competition Tribunal orders that–
1. the merger between the abovementioned parties be approved in terms of section
16(2)(a) of the Act; and
2. a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule
35(5)(a).
10 March 2021
Presiding Member
Mr Enver Daniels
Date
Concurring: Ms Mondo Mazwai and Ms Yasmin Carrim
Date : 10 March 2021
To : Bowmans Attorneys
Case Number: LM193Feb21
Kalander Kapitaal (Pty) Ltd Fynbos Kapitaal (Pty) Ltd And
Limietberg Sekuriteit (Pty) Ltd Newco
You applied to the Competition Commission on 01 February 2021
for merger approval in accordance with Chapter 3 of the
Competition Act.
Your merger was referred to the Competition Tribunal in terms of
section 14A of the Act, or was the subject of a Request for
consideration by the Tribunal in terms of section 16(1) of the Act.
After reviewing all relevant information, and the recommendation
or decision of the Competition Commission, the Competition
Tribunal approves the merger in terms of section 16(2) of the Act,
for the reasons set out in the Reasons for Decision.
This approval is subject to:
x no conditions.
the conditions listed on the attached sheet.
The Competition Tribunal has the authority in terms of section 16(3)
of the Competition Act to revoke this approval if
a) it was granted on the basis of incorrect information for which
a party to the merger was responsible.
b) the approval was obtained by deceit.
c)a firm concerned has breached an obligation attached to
this approval.
The Registrar, Competition Tribunal
Notice CT 10
About this Notice
This form is prescribed by the Minister of Trade and Industry in terms of section 27 (2) of the Competition Act 1998 (Act No. 89 of 1998).
Contacting
the Tribunal
The Competition Tribunal
Private Bag X24
Sunnyside
Pretoria 0132
Republic of South Africa
tel: 27 12 394 3300
fax: 27 12 394 0169
e-mail: ctsa@comptrib.co.za
Merger Clearance Certificate
This notice is issued in
terms of section 16 of
the Competition Act.
You may appeal
against this decision to
the Competition
Appeal Court within 20
business days.
1
COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM193Feb21
Kalander Kapitaal (Pty) Ltd and Fynbos Kapitaal (Pty) Ltd (Primary Acquiring Firms)
and
Limietberg Sekuriteit (Pty) Ltd and Newco (Primary Target Firms)
REASONS FOR DECISION
[1] On 10 March 2021, the Competition Tribunal unconditionally approved a large merger
between Kalander Kapitaal (Pty) Ltd ( “Kalander”) and Fynbos Kapitaal (Pty) Ltd
(“Fynbos”)1 and Limietberg Sekuriteit (Pty) Ltd (“Sekuriteit”) and Newco.2
[2] The transaction is an internal restructuring by Ka lander and Fynbos (the acquiring
firms) who each hold 50% of the shares in Limietberg Sekuriteit Beleggings (Pty) Ltd
(“Limietberg”) (the holding company of Sekuriteit).
[3] Post-merger, Fynbos will acquire ultimate beneficial ownership and control of
Sekuriteit, and Kalander will acquire beneficial ownership and control over another
wholly owned subsidiary of Limietberg, a new company to be formed for purposes of
this merger.3
[4] The Acquiring Group and Sekuriteit are investment holding compan ies that have
investment interests in various companies. Newco has no business activities.
[5] The Competition Commission found no horizontal or vertical overlap s in the activities
of the merger parties.
[6] Neither of the merging parties have any employees and accordingly, the proposed
transaction will not have an adverse effect on employment and the merger also raises
no other public interest concerns.
[7] No third party raised any concern.
1 Collectively referred to as “the Acquiring Group”.
2 Collectively referred to as “the Target Group”.
3 In essence the transaction involves a splitting of interests held jointly by the acquiring firms, resulting
in a change in control over Sekuriteit.
2
[8] We conclude d that the proposed transaction is unlikely to substantially prevent or
lessen competition in any relevant market, or to have a negative impact on the public
interest.
10 March 2021
Mr Enver Daniels Date
Ms Mondo Mazwai and Ms Yasmin Carrim concurring
Tribunal Case Manager: C Mathonsi
For the Merging Parties: H Irvine
For the Commission: G Mutizwa and N Msiza