COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM216Mar21
In the matter between:
Revego Africa Energy Fund Partnership Managers
(Pty) Ltd an en commandite partnership, represented
by Revego General Partner (RF) (Pty) Ltd
Primary Acquiring Firm
And
Genesis Khobab Wind (RF) (Pty) Ltd; Genesis
Loeriesfontein Wind (RF) (Pty) Ltd; and Genesis
Noupoort Wind (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: LM216Mar21
Revego Africa Energy Fund Partnership Managers (Pty) Ltd an en
commandite partnership, represented by Revego General Partner
(RF) (Pty) Ltd And Genesis Khobab Wind (RF) (Pty) Ltd; Genesis
Loeriesfontein Wind (RF) (Pty) Ltd; Genesis Noupoort Wind (RF)
(Pty) Ltd
You applied to the Competition Commission on 03 March 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: LM216Mar21
Revego Africa Energy Fund Partnership Managers (Pty) Ltd,
an en commandite partnership, represented by Revego
General Partner (RF) (Pty) Ltd
(Primary Acquiring
Firm)
and
Genesis Khobab Wind (RF) (Pty) Ltd; Genesis Loeriesfontein
Wind (RF) (Pty) Ltd; and Genesis Noupoort Wind (RF) (Pty) Ltd
(Primary Target
Firms)
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 Genesis Khobab Wind (RF)
(Pty) Ltd (“Genesis Khobab”), Genesis Loeriesfontein Wind (RF) (Pty) Ltd (“Genesis
Loeriesfontein”), and Genesis Noupoort Wind (RF) (Pty) Ltd (“Genesis Noupoort”).
[2] Revego intends to acquire 100% of the issued shares in Genesis Khobab, Genesis
Loeriesfontein, and Genesis Noupoort – special purpose vehicles that solely hold a
non-controlling 15% interest in wind farm projects in the Northern Cape: Project
Khobab,1 Project Loeriesfontein2 and Project Noupoort,3 respectively.
[3] 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.
However, Revego intends, through the Fund Partnership, to acquire equity instruments
in several renewable energy projects.
in several renewable energy projects.
[4] The Competition Commission found no horizontal or vertical overlaps in the activities
of the merger parties.
[5] Revego intends, through the Fund Partnership, to acquire equity instruments in several
renewable energy projects. In this regard, these acquisitions are the start of a series
1 Genesis Khobab holds a 15% interest in South Africa Mainstream Renewable Power Khobab Wind
(RF) Proprietary Limited (the Khobab renewable project).
2 Genesis Loeriesfontein holds a 15% interest in South Africa Mainstream Renewable Power
Loeriesfontein 2 (RF) Proprietary Limited (the Loeriesfontein renewable project).
3 Genesis Noupoort holds a 15% interest in South Africa Mainstream Renewable Power Noupoort
(RF) Proprietary Limited (the Noupoort renewable project).
2
of renewable energy project acquisitions in which the Revego will invest. The
Commission analysed the potential for this transaction to create information exchange
concerns in light of—
a. Investec’s minor interest 4 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; and
b. the contemporaneously notified transaction where Revego intends to acquire
Aurora Wind Power (RF) (Pty) Ltd, a renewable energy Independent Power
Producer (“IPP”).
[6] The Commission found it unlikely any information exchange concerns may arise
through Investec as a platform for the exchange of competitively sensitive information
due to the fact that:
a. Revego’s supply of electricity will be for Eskom’s national grid in line with the
Renewable Energy Independent Power Producers Procurement Programme
(“REIPPPP”) and the associated tender process.
b. The acquiring group’s strategy in acquiring stakes in several renewable energy
projects; and, with the exception of Aurora, the acquiring group will only hold
minority shareholding and will not be active in the day-to-day operation and
management of any of the various renewal energy projects.
[7] Neither of the target firms 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.
[8] 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.
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: Reabetswe Molotsi and Grashum Mutizwa
4 Shareholding of 7.5%.