COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM020May21
In the matter between:
The Government Employee Pension Fund
(represented by the Public Investment Corporation
SOC Ltd)
Primary Acquiring Firm
And
The Leasehold Rights (and obligations) in respect of
the immovable property situated at Erf 4525 Jukskei
View Extension 89 Township and letting enterprise
that is being conducted in respect of the building(s)
erected thereon
Primary Target Firm
Panel: M Mazwai (Presiding Member)
F Tregenna (Tribunal Panel Member)
T Vilakazi (Tribunal Panel Member)
Heard on: 23 June 2021
Order Issued on: 23 June 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).
23 June 2021
Presiding Member
Ms Mondo Mazwai
Date
Concurring: Prof. Fiona Tregenna and Dr. Thando Vilakazi
Date : 23 June 2021
To : ENSafrica Attorneys
Case Number: LM020May21
The Government Employee Pension Fund (Represented by the
Public Investment Corporation SOC Ltd) And The Leasehold
Right (And Obligations) in Respect of the Immovable Property
Situated at the ERF 4525 Jukskei View Extension 89 Township
and Letting Enterprise That is Being Conducted in Respect of the
Building(s) Erected Thereon
You applied to the Competition Commission on 04 May 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: LM020May21
The Government Employee Pension Fund (represented by the Public Investment
Corporation SOC Limited) (Primary Acquiring Firm)
and
The Leasehold Rights (and obligations) in respect of the immovable property
situated at Erf 4525 Jukskei View Extension 89 Township and the letting enterprise
that is being conducted in respect of the building(s) erected thereon (Primary Target
Firm)
Heard on: 23 June 2021
Order Issued on:
23 June 2021
REASONS FOR DECISION
[1] On 23 June 2021, the Competition Tribunal unconditionally approved a large merger
whereby the Government Employee Pension Fund (represented by the Public
Investment Corporation SOC Limited) (the “GEPF”) intends to acquire the Leasehold
Rights (and obligations) in respect of the immovable property situated at Erf 4525
Jukskei View Extension 89 To wnship (the “Deloitte Property”) and letting enterprise
that is being conducted in respect of the building(s) erected thereon (the “Deloitte
Property Business”), as a going concern.1
[2] The GEPF is not controlled by any firm , but is managed by the Public Investment
Corporation SOC Limited (the “PIC”) , which is wholly owned by the South African
Government. The GEPF controls a number of firms, none of which are relevant to this
transaction.2
[3] Pre-merger, the Target Firm is jointly controlled by Dale Creek Investments (Pty) Ltd
and Attacq Waterfall Investment Company (Pty) Ltd, and does not control any firm.
[4] The GEPF Group is a ‘defined -benefit fund’ which manages pensions and related
benefits on behalf of go vernment employees in South Africa, investing in a variety of
asset classes and businesses within various industries. Of relevance, is the fact that
the GEPF Group owns office properties or has interests in firms that are active in the
property sector, namely through the ownership and/or provision of rentable office
space in the Gauteng province.
space in the Gauteng province.
1 Collectively referred to as the Target Firm.
2 The GEPF and all its subsidiaries will be collectively referred to as the “GEPF Group”.
2
[5] The Deloitte Property has a gross lettable area of 44,265m2 that is classified as Grade
P (premium) office space, and which is in terms of the Deloitte Lease, currently being
leased exclusively to Deloitte for a period of 12 years, ending on 31 March 2032.3
[6] In its competition assessment, the Competition Commission (the “Commission”) found
that t here are no horizontal overlaps as the GEPF Group does not own or have
interests in firms that own Grade P office space, that could be considered a competitor
of the Target Firm, and the Deloitte Lease establishes Deloitte as the sole tenant in
the Deloitte Building . In addition, the Commission found no vertical overlap s in the
activities of the merging parties as none provide a product or service that could be
deemed as an input in the business activities of the other. The Commission concluded
that the proposed transaction is unlikely to substantially lessen or prevent competition
in any South African market.
[7] The proposed merger raises no public interest concerns, and no third parties raised
any concerns. Further, the merging parties provided an unequivocal statement that
there will be no retrenchments as a result of the merger.
[8] 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.
23 June 2021
Ms Mondo Mazwai Date
Dr. Thando Vilakazi and Prof. Fiona Tregenna concurring
Tribunal Case Manager: Camilla Mathonsi
For the Merging Parties: Darren Smith, HB Senekal, Duran Naidoo and
Jeremy de Beer of ENSafrica
For the Commission: Rethabile Ncheche and Ratshidaho Maphwanya
3 Deloitte has the option to renew the Deloitte Lease for two additional, consecutive 5 -year periods,
which would result in Deloitte occupying the Deloitte Building until either March 2037 or March 2042.