Merger Alert: Outcome of mergers decided by the Tribunal - 14 December 2021
| Type of matter | Parties involved | Tribunal Decision |
| Large merger | Invicta Holdings Ltd And Dartcom SA (Pty) Ltd
| Approved without conditions |
| Large merger | Societe De Promotion Et De Participation Pour La Cooperation And Respublica Group (Pty) Ltd | Approved without conditions |
| Large merger | SKG Properties Fund I (Pty) Ltd and Tocolog (Pty) Ltd | Approved without conditions |
| Large merger | Atlantica Sustainable Infrastructure And Employees of Abengoa SA | Approved with conditions |
| Large merger | Municipal Employees Pension Fund And ERF 82 Bryanston (Pty) Ltd | Approved without conditions |
Invicta Holdings Ltd And Dartcom SA (Pty) Ltd
The Tribunal has unconditionally approved the merger whereby Invicta Holdings Limited (“Invicta”) intends to acquire, as one divisible transaction:
- A specified percentage of the entire issued share capital of Dartcom SA (Pty) Ltd (“Dartcom”) from Tuludi Capital (Pty) Ltd; and
- Shares in and claims against Kgalauwane 2 (Pty) Ltd (“Kgalauwane 2”).
Invicta Holdings is a listed investment holding and management company. Dartcom is a specialist distributor of telecommunications equipment and a provider of value-added services to network operators, among others. Kgalauwane 2 is active in the property market.
Societe De Promotion Et De Participation Pour La Cooperation And Respublica Group (Pty) Ltd
The Tribunal has unconditionally approved the 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 (Pty) Ltd and RMB Ventures Four (Pty) Ltd ("InvestCo") and the Respublica Group (Pty) Ltd ("RG").
Proparco, incorporated in France, is a development finance institution that provides financing and support to private-sector firms in emerging countries in Africa, Asia, Latin America and the Middle East. It focuses on infrastructure, financial institutions and the health and education sectors.
The target group develops, owns and manages Purpose Built Student Accommodation (“PBSA”) and aims to provide fully serviced accommodation close to university and college campuses.
SKG Properties Fund I (Pty) Ltd and Tocolog (Pty) Ltd
The Tribunal has unconditionally approved the large merger whereby SKG Properties Fund I (Pty) Ltd (“SKG I”) will acquire shares in Tocolog (Pty) Ltd (“Tocolog”).
The acquiring group develops and leases commercial, industrial and retail investment properties. It is also active in construction services, housing developments, the manufacture of aluminium windows and doors, the provision of home loans and the import of building materials, among others.
Tocolog is a special purpose vehicle shelf company with no prior history of trading. It is owned by Elegant Property Trust (“EPT”). As part of the proposed transaction, EPT will sell two properties to Tocolog and Tocolog will wholly own the target properties post-merger.
Atlantica Sustainable Infrastructure And Employees of Abengoa SA
The Tribunal has conditionally approved the large merger whereby Atlantica Sustainable Infrastructure plc (“Atlantica”) intends to acquire: (i) the employees of Abengoa South Africa (Pty) Ltd (“Abengoa South Africa”); and (ii) the assets of Kaxu CSP O&M Company (Pty) Ltd (“Kaxu O&M”).
Atlantica is a sustainable infrastructure company that manages renewable energy and other power and water assets. The employees of Abengoa South Africa are responsible for the operation and maintenance of a solar parabolic facility in the Northern Cape.
A more detailed press release will follow in due course.
Municipal Employees Pension Fund And ERF 82 Bryanston (Pty) Ltd
The Tribunal has unconditionally approved the large merger whereby the Municipal Employees Pension Fund (“Municipal Fund”) intends to acquire ERF 82 Bryanston (Pty) Ltd (“ERF 82”), in respect of the letting enterprise known as Nicol Way Shopping Centre (“the target property”).
The Municipal Fund is a pension fund that manages and administers pensions and other benefits for municipal employees in South Africa. The target property is a community centre as defined by the South African Property Association and is located in Gauteng.
Issued by:
Gillian de Gouveia, Communications Officer
On behalf of the Competition Tribunal of South Africa
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
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