COMPETITION TRIBUNAL OF SOUTH AFRICA
Case No.: LM097Oct21
In the matter between:
Societe De Promotion Et De Participation Pour La
Cooperation
Primary Acquiring Firm
And
Respublica Group (Pty) Ltd Primary Target Firm
Panel: Y Carrim (Presiding Member)
M Mazwai (Tribunal Member)
AW Wessels (Tribunal Member)
Heard on: 13 December 2021
Order Issued on: 13 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).
13 December 2021
Presiding Member
Ms Yasmin Carrim
Date
Concurring: Ms Mondo Mazwai and Mr Andreas Wessels
Date : 13 December 2021
To : DLA Piper Attorneys
Case Number: LM097Oct21
Societe De Promotion Et De Participation Pour La Cooperation
and Economique S.A (PROPARCO) And Respublica Group (Pty)
Ltd
You applied to the Competition Commission on 08 October 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: LM097Oct21
Societe De Promotion et De Participation Pour La Cooperation Economique SA
(Primary Acquiring Firm)
and
Respublica Group (Pty) Ltd (Primary Target Firm)
REASONS FOR DECISION
[1] On 13 December 2021, the Competition Tribunal unconditionally approved a large
merger between Société de Promotion Et De Participation Pour
La Coopération Economique S.A. ("Proparco") and a firm to be incorporated and
jointly controlled by Bopa Moruo Fund II Proprietary Limited and RMB Ventures Four
Proprietary Limited ("InvestCo"), and the Respublica Group Proprietary Limited ("RG").
[2] In terms of this transaction, Proparco and InvestCo will be subscribing for newly issued
shares of RG and will each hold between of the issued shares of RG upon
completion of the transaction. Thus, both Proparco and InvestCo will exercise control
over RG.
[3] The International Finance Corporation ("IFC") will also subscribe for shares in RG and
will also hold between of the issued shares of RG upon completion of the
proposed transaction. We note that while the IFC is acquiring similar shareholding in
the Target Firm as Proparco and InvestCo (the other acquiring firms), the IFC is not
listed as an acquiring firm. In this regard, the merging parties submitted that based on
the IFC’s Articles of Agreement referenced in the Article III Notice, the IFC is not
required to seek approval in its acquisitions within South Africa. This is an agreement
that the IFC has with the South African Government, governed by National Treasury.
2
[4] The Competition Commission (“the Commission”) did not find any overlaps between
the activities of the merging parties as the Acquiring Firm does not sell any products
or render any services that are functionally substitutable with those offered by RG.
[5] Therefore, the Commission found that the proposed transaction is unlikely to
substantially prevent or lessen competition in any of the relevant markets.
[6] The transaction does not have any adverse effect on employment.
[7] The current shareholding of historically disadvantaged persons (“HDPs”) in the Target
Firm is negligible. However, InvestCo, which will be one of the joint controllers of RG,
is jointly controlled by the Bopa Moruo Group which is owned by HDPs and the
RMBV Group, which is ultimately controlled by the FirstRand Group. The FirstRand
Group is 27.83% owned by HDPs. The proposed transaction will therefore result in a
increase of the ownership of HDPs in the Target Firm from a percentage to
above and will have a substantial positive impact on the public interest grounds
set out in section 12A(3) of the Competition Act.
[8] There are no other public interest concerns.
[9] 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.
13 December 2021
Ms Yasmin Carrim Date
Ms Mondo Mazwai and Mr Andreas Wessels concurring
Tribunal Case Manager: Kameel Pancham
For the Merging Parties: Werner Rysbergen of DLA Piper Advisory Services
For the Commission: Nolubabalo Myoli and Grashum Mutizwa