COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM031Jun21
In the matter between:
Maitlantic 10 (Pty) Ltd Primary Acquiring Firm
And
Emira Property Fund Ltd Primary Target Firm
E Daniels (Presiding Member)
I Valodia (Tribunal Member)
Panel:
T Vilakazi (Tribunal Member)
Heard on: 19 August 2021
Order Issued on: 19 August 2021
Reasons Issued on: 19 August 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).
19 August 2021
Presiding Member
Mr Enver Daniels
Date
Concurring: Prof Imraan Valodia and Dr Thando Vilakazi
Date : 19 August 2021
To : Adams and Adams Attorneys
Case Number: LM031Jun21
Maitlantic 10 (Pty) Ltd And Emira Property Fund Ltd
You applied to the Competition Commission on 10 June 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.
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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM031Jun21
Maitlantic 10 (Pty) Ltd (Primary Acquiring Firm)
And
Emira Property Fund Ltd (Primary Target Firm)
Heard on: 19 August 2021
Order Issued on: 19 August 2021
REASONS FOR DECISION
[1] On 19 August 2021, the Competition Tribunal unconditionally approved a large merger
between Maitlantic 10 (Pty) Ltd (“Maitlantic”) and Emira Property Fund Ltd (“Emira”).
[2] Maitlantic is controlled by I Group Consolidated Holdings (Pty) Ltd (“IGCH”), which is
in turn wholly owned by I Group Investments (Pty) Ltd (“IGI”). IGI is a subsidiary of I
Group Investment Trust (“IGIT”) and is controlled by its trustees. Maitlantic does not
control any firm , while IGIT controls several subsidiaries .1 Of relevance to the
proposed transaction is I GT’s shareholding in Collins Property Projects (Pty) Ltd
(“Collins”).2
[3] Emira is listed on the JSE and its shares are widely held. Emira is currently comprised
of two registered broad -based black economic empowerment (“BBBEE”)
shareholders, namely, Luxiano Trading 157 (Pty) Ltd and Tamela Property
Investments (Pty) Ltd, who collectively hold 5% of Emira shares.3
[4] The Acquiring Group is a property holding company whose property portfolio
comprises retail, office, residential and industrial properties throughout South Africa.
[5] Emira is a real estate investment trust which invest s in a diversified portfolio of
commercial and retail assets in major metropolitan areas across South Africa.
[6] Pre-merger the Acquiring Group holds an interest of approximately 35% in Emira. The
Acquiring Group has made a mandatory offer to acquire the entire balance of the
shares in Emira.4
[7] The merging parties’ activities overlap horizontally as regards retail, office, industrial
and residential properties in Gauteng, KZN, Western Cape and Eastern Cape.
However, the Commission was of the view that there is no horizontal overlap regarding
However, the Commission was of the view that there is no horizontal overlap regarding
1 IGIT and all the firms controlled by it will collectively be referred to as the I Group or “Acquiring Group”.
2 The Commission noted that in 2019, the Acquiring Group acquired a 25.7% interest in Collins, without
notification to the Commission. The Commis sion is still separately investigating the Collins transaction
but has included Collins’ activities as part of the Acquiring Group in its assessment in order to
accommodate a worst-case scenario.
3 Emira and its subsidiaries will collectively be referred to as the “Target Group”.
4 Two Emira shareholders – namely Luxanio Trading 157 (Pty) Ltd and Tamela Property Investments
(Pty) Ltd – have provided irrevocable undertakings that they will reject the mandatory offer.
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their residential properties as the Acquiring Group’s residential properties are situated
in Western Cape and Eastern Cape only, while the Target Group’s residential activities
are confined to Gauteng. The Commission further noted that almost all the horizontal
overlaps arise due to the inclusion of Collins as part of the Acquiring Group. If Collins
is excluded from the Acquiring Group, the horizontal overlaps are limited to Pretoria
CBD where the merging parties own convenience centres within the same catchment
area and in Cape Town through their jointly owned convenience centre named
Mitchells Plain Town Centre.
Retail property
[8] The Commission did not conclude on a definite market definition but assessed the
following retail markets:
8.1. The provision of rentable space in convenience centres within a 10km radius
of the Tramshed, located in Pretoria CBD, Gauteng Province;
8.2. The provision of rentable space in convenience centres within a 10km radius
of Park Boulevard located in Durban North, KZN Province;
8.3. The provision of rentable space in convenience centres within a 10km radius
of Park Boulevard located in Umhlanga, KZN Province;
8.4. The provision of rentable space in convenience centres within a 10km radius
of Nquthu (Manzolwandle), located in Nquthu, KZN Province;
8.5. The provision of rentable space in convenience centres within a 10km radius
of Nongoma Shopping Centre, located in Nongoma, KZN Province;
8.6. The provision of rentable space in convenience centres with in a 10km radius
of Matatiele Centre located in Matatiele, Eastern Cape Province; and
8.7. The provision of rentable space in the convenience centre in Mitchell’s Plein,
located in Cape Town, Western Cape Province.
Office Property
[9] In line with Tribunal case law and guidance from South African Property Owners
Association (“SAPOA”), the Commission assessed the market for the provision of
rentable Grade A office properties within the Umhlanga/La Luca office node, within
KZN Province.
KZN Province.
Light industrial property
[10] The Commission assessed the effects of the proposed transaction in the following light
industrial property markets:
10.1. The provision of rentable space in light industrial property within
Epping/Airport/Langa and Goodwood/Parrow/Belville nodes;
10.2. The provision of rentable space in light industrial property within the
Pinetown/New Germany nodes;
10.3. The provision of rentable space in light industrial property within a broader
market encompassing the Durban North, Springfield Park, North Coast and
Riverhorse nodes;
10.4. The provision of rentable space in light industrial property within a broader node
encompassing the adjacent Germiston and Kempton Park nodes;
10.5. The provision of rentable space in light industrial property within a broader node
encompassing the adjacent Midrand and Centurion nodes; and
10.6. The provision of rentable space in light industrial property within a broader node
encompassing the adjacent Sandton/Randburg and Roodepoort nodes.
[11] The Commission was of the view that the proposed merger is unlikely to substantially
prevent or lessen competition due to the low market shares , market share accretion
across markets, and the fact that the parties will continue to face competition from
other players post-merger.
[12] The merger raises no public interest concerns.
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[13] 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 public
interest.
19 August 2021
Mr Enver Daniels Date
Prof Imraan Valodia and Dr Thando Vilakazi concurring.
Tribunal Case Manager: Camilla Mathonsi
For the Merging Parties: Misha van Niekerk of Adams & Adams Attorneys
For the Commission: Wiri Gumbie and Rakgole Mokolo