COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM203Feb21
In the matter between:
Revego Africa Energy Fund Partnership Managers
(Pty) Ltd an en commandite partnership acting
through Revego General Partner (RF) (Pty) Ltd
Primary Acquiring Firm
And
Aurora Wind Power (RF) (Pty) Ltd Primary Target Firm
E Daniels (Presiding Member)
Y Carrim (Tribunal Panel Member)
Panel:
A Ndoni (Tribunal Panel Member)
Heard on: 25 May 2021
Order Issued on: 25 May 2021
Reasons Issued on: 25 May 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).
25 May 2021
Presiding Member
Mr Enver Daniels
Date
Concurring: Ms Yasmin Carrim and Ms Andiswa Ndoni
Date : 25 May 2021
To : Nortons Attorneys
Case Number: LM203Feb21
Revego Africa Energy Fund Partnership Managers (Pty) Ltd an en
commandite partnership represented by Revego General Partner
(RF) (Pty) Ltd And Aurora Wind Power (RF) (Pty) Ltd
You applied to the Competition Commission on 19 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: LM203Feb21
Revego Africa Energy Fund Partnership Managers (Pty) Ltd,
an en commandite partnership, represented by Revego
General Partner (Rf) (Pty) Ltd
(Primary Acquiring
Firm)
and
Aurora Wind Power (Rf) (Pty) Ltd (Primary Target Firm)
REASONS FOR DECISION
[1] On 25 May 2021, the Competition Tribunal unconditionally approved a large merger
between Revego Africa Energy Fund Partnership Managers (Pty) Ltd, an en
commandite partnership, represented by Revego General Partner (RF) Proprietary
Limited in its capacity as General Partner (“Revego”) and Aurora Wind Power (RF)
(Pty) Ltd (“Aurora”). Upon completion of the proposed transaction, Aurora will be jointly
controlled by Revego as well as GDF SUEZ Energy Asia Turkey and Southern Africa
B.V., an existing shareholder.
[2] Revego is wholly owned by Revego Fund Managers (Pty) Ltd (“RFM”), which is also
the fund manager of the Fund Partnership and exerts management control over the
Fund Partnership. Revego is ultimately controlled by Investec and does not directly or
indirectly control any firm in South Africa. Revego manages third party funds and
provides intermediary services on a discretionary basis. As a fund manager, Revego
is responsible for the sourcing and managing of investments in operating renewable
energy projects in South Africa and broader sub-Saharan Africa. The acquiring group
has no other interests in renewable energy projects, nor does Revego nor RFM.
[3] Aurora is a renewable energy Independent Power Producer (“IPP”) and does not
directly or indirectly control any firm in South Africa. Aurora is responsible for the
development, construction, operation, and maintenance of the 94 MW West Coast One
wind farm situated in Vredenburg, Western Cape in terms of a non-negotiable,
standardized Power Purchase Agreement (“PPA”). Aurora is one of 112 renewable
energy IPP projects which form part of the broader Renewable Energy Independent
energy IPP projects which form part of the broader Renewable Energy Independent
Power Producers Procurement Programme (“REIPPPP”) which is operated and
underwritten by The Department of Mineral Resources and Energy.
[4] The Competition Commission found no horizontal overlaps in the activities of the
merger parties and assessed the potential for this transaction to create information
exchange concerns considering Investec’s minor interest 1 in the renewable energy
project Kathu Solar Park, a 100MW Greenfield Concentrated Solar Power (CSP)
project with parabolic trough and molten salt storage technology (the “Kathu Project”)
located in the town of Kathu, Northern Cape. The Commission is of the view that the
acquiring group’s minority shareholding in Kathu is unlikely to raise information
1 Shareholding of 7.5%.
2
exchange concerns as Investec will not have control of either firms or will not have the
right to appoint directors.
[5] Though the merging parties stated that no duplication in employment positions will
arise as a result of the transaction, the Commission sought an undertaking to this
effect. The merging parties provided an unequivocal statement to this effect for a
period of 3 years which satisfied the Commission. The proposed transaction does not
raise any other public interest concerns
[6] We concluded 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 and we too are satisfied with the unequivocal undertaking provided by the
merging parties in respect of employment.
25 May 2021
Mr Enver Daniels Date
Ms Yasmin Carrim and Ms Andiswa Ndoni concurring
Tribunal Case Manager: Mpumelelo Tshabalala
For the Merging Parties: Anton Roets and Avias Ngwenya
For the Commission: Ratshidaho Maphwanya and Boitumelo Makgabo