COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM073Sep21
In the matter between:
Standard Bank Group Limited Primary Acquiring Firm
And
Liberty Holdings Limited Primary Target Firm
E Daniels (Presiding Member)
I Valodia (Tribunal Panel Member)
Panel:
T Vilakazi Tribunal Panel Member)
Heard on: 9 December 2021
Order Issued on: 9 December 2021
Reasons Issued on: 9 December 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).
9 December 2021
Presiding Member
Mr Enver Daniels
Date
Concurring: Mr Imraan Valodia and Mr Thando Vilakazi
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).
Merger Clearance Certificate
Date: _______________________________________
To:
You applied to the Competition Commission on
____________________ 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 o f 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 secti on 16(2) of the Act, for the
reasons set out in the Reasons for Decision.
This approval is subject to:
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:
(Name and file number of merger:)
9 December 2021
Case number: LM073Sep21
Standard Bank Group Ltd And Liberty Holdings Ltd
1 September 2021
Bowman Gilfillan Attorneys
✔
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COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM073Sep21
Standard Bank Group Limited (Primary Acquiring Firm)
And
Liberty Holdings Limited (Primary Target Firm)
REASONS FOR DECISION
[1] On 9 December 2021, the Competition Tribunal unconditionally approved a large
merger between Standard Bank Group Limited and Liberty Holdings Limited.
[2] The transaction involves Standard Bank Group Limited acquiring the remainder of the
ordinary shares which it does not already hold in Liberty Holdings Limited to increase
its shareholding from 53.62% to 100%. Standard Bank Group Limited will also acquire
all the preference shares in Liberty Holdings Limited.
[3] Pre-merger, Standard Bank Group Limited holds 53.62% of the ordinary shares in
Liberty Holdings Limited. Given that Standard Bank Group Limited already controls
Liberty Holdings Limited and the proposed transaction only seeks to increase its
shareholding to 100% giving Standard Bank Group Limited unfettered sole control over
Liberty Holdings Limited, and further, that the two entities have to an appreciable
extent, been operating as related entities.
[4] The Competition Commission found that the proposed transaction is unlikely to result
in any substantial change to the market structure and that the proposed transaction is
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unlikely to result in either Standard Bank Group Limited or Liberty Holdings Limited not
dealing with each other’s competitors.
[5] The proposed transaction also required approval from other regulators including the
Financial Sector Conduct Authority and the Prudential Authority. The Financial Sector
Conduct Authority and Prudential Authority did not raise any concerns regarding the
transaction and have provided their approvals for the transaction.
[6] The proposed transaction will not have an adverse effect on employment and it is likely
that the promotion of a greater spread of ownership will occur as Standard Bank Group
Limited’s local indirect shareholder base will grow as a result of Liberty Holdings
Limited shareholders becoming Standard Bank Group Limited shareholders. The
merger also raises no other public interest concerns.
[7] No third party raised any 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.
09 December 2021
Mr Enver Daniels Date
Mr Imraan Valodia and Mr Thando Vilakazi concurring
Tribunal Case Manager: J Munyembate
For the Merging Parties: H Irvine, L Mabidikane and M Sambo of Bowman
Gilfillan and D Rudman and A Liebenberg of Webber
Wentzel
For the Competition Commission: B Ntshingila