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COMPETITION TRIBUNAL
REPUBLIC OF SOUTH AFRICA
Case No.: LM149Dec25
In the large merger between:
RMB Property Holdco 3 (Pty) Ltd Primary Acquiring Firm
And
Barron Trading (Pty) Ltd Primary Target Firm
Introduction
[1] On 22 January 2026, the Competition Tribunal (“Tribunal”) unconditionally
approved the large merger in terms of which RMB Property Holdco 3 Proprietary
Limited (“RMB 3”) intends to acquire sole control over Barron Trading
Proprietary Limited (“Barron Trading”).
[2] Post-merger, RMB 3 will acquire the remaining shares in Barron Trading,
resulting in it holding the entire issued share capital of the Barron Trading. 1
Panel I Valodia (Presiding Member)
A Ndoni (Tribunal Member)
G Budlender (Tribunal Member)
Heard on 22 January 2026
Order issued on 22 January 2026
Reasons issued on 03 February 2026
REASONS FOR DECISION
1 Pre-merger, RMB 3 has indirect joint control over Barron Trading.
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competitiontribu nal
SOLJ1li AFRICA
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[3] The acquisition will be implemented
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Parties and their activities
Primary acquiring firm
[4] The primary acquiring firm is RMB 3, a wholly owned subsidiary of RMB
Investments and Advisory Proprietary Limited (“RMBIA”). RMBIA is a wholly
owned subsidiary of FirstRand Investment Holdings Proprietary Limited, which
in turn is wholly owned by FirstRand Limited, a public company listed on the
Johannesburg Stock Exchange (“JSE”) and the Namibian Stock Exchange.
[5] In South Africa, RMB 3 controls Syzigium Trading Products Proprietary Limited
and Chestnut Hill Investment Proprietary Limited, both of which are investment
firms.
[6] RMB 3, its controlling firms, and the firms that it controls are collectively referred
to as the “Acquiring Group”.
[7] The Acquiring Group is an investment holding company that was established to
hold shares, and acquire investments, in unlisted entities on behalf of the
FirstRand Group. RMB 3 is managed by Rand Merchant Bank, which is the
investment banking arm of FirstRand that offers investment banking, fund
management, corporate banking, private equity and advisory services.
Primary target firm
[8] The primary target firm is Barron Trading. Barron Trading is wholly owned and
controlled by Barron HoldCo - K2022590634 (South Africa) Proprietary Limited,
which in turn is controlled by Barron MidCo - K2022590599 (South Africa)
Proprietary Limited (“Barron MidCo”) as to 3 Barron MidCo is jointly
controlled by Barron TopCo K230339059 South Africa Proprietary Limited as to
2 Joint Competitiveness Report, paragraph 4.3.
3 The remaining shares are held by RMBIA (see Annexure C2).
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% and First Rand Limited as to % (RMB 3 indirectly hold %
shares in Barron Trading through First Rand Limited).
[9] In South Africa, Barron Trading controls five firms, namely: (a) Coppertone
Trading Proprietary Limited; (b) Kevro Display Proprietary Limited; (c) Hightide
Print Proprietary Limited; (d) Kevro Sport Proprietary Limited; and (e) Canvas
Partners Proprietary Limited.
[10] The merger parties noted that the Acquiring Group is already invested in and
exercises joint control over the Barron Trading. It does not hold any other interest
in any firm that has business operations related to those of Barron Trading.
[11] Barron Trading and all its subsidiaries (collectively, the “Target Group”) supplies
corporate and promotional product operating in Africa. It offers a comprehensive
range of clothing and gifting products and branding services.
Rationale
[12]
4
[13]
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4 Joint Competitiveness Report, paragraph 5.1 and 5.2.
5 Joint Competitiveness Report, paragraph 5.3.
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Competition assessment
[14] The Competition Commission (“Commission”) assessed the activities of the
merger parties and found that there are no horizontal or vertical overlaps as a
result of this proposed transaction.
[15] Therefore, the Commission concluded that the proposed transaction is unlikely
to substantially prevent or lessen competition in any relevant market/s. found
that the proposed transaction will not result in any horizontal or vertical overlaps.
[16] Given this, we accordingly found no reason to disagree with the Commission’ s
conclusion that the proposed transaction is unlikely to substantially prevent or
lessen competition in any relevant market(s).
Public interest analysis
Employment
[17] The merger parties submitted that the jobs of the Target Group’ s employees in
South Africa will be preserved (including, no involuntary retrenchments) as a
result of the proposed transaction.6
[18] The Acquiring Firm is an investment holding company and does not have any
employees in South Africa.
[19] The Commission also engaged with the Inqubelaphambili Trade Union (“ITU ”)
and the Southern African Clothing and Textile Workers' Union (“SACTWU ”),
representing the employees of the Target Firm who indicated that the employees
have no concerns in relation to the proposed transaction.7
[20] Considering the above, we were satisfied with the Commission’s findings that
the proposed transaction is unlikely to raise any employment concerns.
6 Joint Competitiveness Report, paragraph 9.1.
7 Email received from ITU, dated 18 December 2025; Email received from SACTWU, dated 18
December 2025.
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Promotion of a greater spread of ownership, in particular to increase the levels of
ownership by HDPs and workers in firms in the market.
[21] In terms of the promotion of a greater spread of ownership, the Acquiring Group
has 29.32% shareholding held by historically disadvantaged persons (“HDPs ”),
whereas the Target Group has % shareholding held by HDPs.
[22] The Commission found that the proposed transaction will result in a dilution of
HDP ownership by . The Commission considered the
proposed transaction’s justification on public interest grounds and found that no
further interventions are necessary since the Target Group will remain
substantially transformed and significantly empowered post-merger, especially
considering that the dilution itself is insignificant.8
Othe public interest consideration
[23] The proposed transaction raises no other public interest issues.
[24] We concur with the Commission’ s view that the proposed transaction does not
raise any public interest issues.
Conclusion
[25]
For the reasons set out above, we concluded that the proposed transaction is
unlikely to substantially prevent or lessen competition in any relevant market and
raises no substantial public interest issues.
[26] In the circumstances, we unconditionally approved the proposed transaction.
8 The Commission referred to case precedent such as, Amandlamanzi Resources (Pty) Ltd and Mylotex
(Pty) Ltd (In Business Rescue ) (LM144Jan25); Old Mutual Corporate Ventures (Pty) Ltd / Fairheads
Benefit Services (Pty) Ltd and Fairheads Financial Services (Pty) Ltd (LM051Apr25); Bidvest Services
Holdings (Pty) Ltd and Synerlytic Group Holdings (Pty) Ltd (LM037May24).
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Signed by:lrnraan Valod ia
Signed at:2026-02-03 10:05:46 +02:00
Reason:Witness ing lrnraan Valod ia
Prof. lmraan Valodia
03 February 2026
Date
Ms Andiswa Ndoni and Mr Geoff Budlender SC concurring.
Tribunal Case Managers:
For the Merger Parties:
For the Commission:
Theresho Galane and Tarryn Sampson.
Heather Irvine of Bowmans Gilfillan Inc.
Betty Mkatshwa and Bianca Viljoen.
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