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Date of release: 12 July 2019
Type of matter Parties involved Commission's recommendation to the Tribunal Tribunal Decision
Large merger Mondi PLC And Mondi Ltd Approval with conditions Approved with conditions
Settlement agreement Competition Commission And More Asphalt (Pty) Ltd Confirm settlement as an order of the Tribunal Confirmed as an order of the Tribunal
Consent order Media24 (Pty) Ltd And Novus Holdings Ltd Confirm agreement as an order of the Tribunal Confirmed as an order of the Tribunal
Large merger Telkom SA SOC Ltd And Trudon (Pty) Ltd Approval without conditions Approved without conditions
Large merger Gemgrow Properties Ltd And Arrowhead Properties Ltd Approval without conditions Approved without conditions
Large merger Rappa Holdings (Pty) Ltd And Rappa Management (Pty) Ltd Approval with conditions Approved with conditions
Tribunal approves Mondi restructure merger with conditions
The Tribunal has approved a merger entailing an internal restructure of the Mondi Group (consisting of Mondi Plc and Mondi Ltd). Mondi Plc seeks to acquire the entire share capital of Mondi Ltd. Once the merger is implemented, Mondi Ltd will be a wholly owned subsidiary of Mondi plc. The merger serves to dismantle the Dual Listed Company Structure of the merging parties.
The Tribunal has approved the merger, subject to the following conditions, among others: 
  • The investments of the Mondi Group in Sub-Saharan Africa will continue to be held under Mondi Limited (MLDT), or another South African holding company, that will remain the investment headquarter company of the Mondi Group for this region;
  • At least one South African citizen will be a director on the Mondi Plc Board at all times;
  • No employees will be retrenched as a result of the merger for three years;
  • The merging parties will invest a total of R8 billion in its South African operations over a period of five years;
  • Mondi Group will continue over the next five years to work with universities and other bodies conducting scientific research to support research and development; and
  • Mondi Group will continue to invest (over and above current investment plans) for five years towards community programmes and small business development.
A full version of the order and reasons is available on the Tribunal’s website at
Tribunal approves hot mix asphalt company settlement and fine
A company involved in supplying hot mix asphalt products in the Western Cape has agreed to pay a R579 204.57 fine after admitting to having colluded with another company to divide markets from 1997-2004.
The Tribunal has confirmed, as an order, More Asphalt (Pty) Ltd.’s settlement with the Commission.
The matter stems from a Commission investigation that was launched after the authorities received a complaint against More Asphalt and Much Asphalt (Pty) Ltd in 2011.
The Commission’s investigation found that: the two companies had entered into an agreement to divide markets; they agreed to compensate each other in the event of either party exceeding its allocated share of the market; and they held quarterly meetings during which supply volumes of hot mix asphalt were disclosed and compensation calculated. The Commission found that the meetings were used to monitor compliance with the compensation scheme in accordance with a 66/34 market share split arrangement and submitted that this was in contravention of the Competition Act.
Much Asphalt earlier applied for leniency (immunity) in this matter, in terms of the Commission’s Corporate Leniency Policy.
A full version of the order is available on the Tribunal’s website at
Tribunal approves Media24, Novus Holdings’ settlement
The Tribunal has approved a settlement between the Commission, Media24 and Novus Holdings, after the two companies agreed that a Restated Management Agreement implemented in 2015 constituted a notifiable merger.
In terms of their settlement with the Commission, the two companies undertake to notify the Commission of any future transactions that constitute a notifiable merger and will refrain from engaging in any conduct that contravenes the Act. They will also implement and monitor a competition law compliance programme.  
In February 2015 Media24 concluded a Restated Management Agreement with Novus which redefined certain powers of the then Novus Chairman. This occurred as part of the process of listing Novis on the Johannesburg Stock Exchange.
Prior to implementation of the agreement, the merging parties’ legal representative engaged the Commission on the matter. However, Caxton and CTP Publishers and Printers Ltd (Caxton) brought an urgent application to the Tribunal to require Media24 and Novus to notify the agreement as a merger prior to its implementation.

In March 2015, the Tribunal found that the agreement did not constitute a change in control and therefore did not require notification and approval in terms the Act. Media24 and Novus subsequently implemented the agreement. Caxton then appealed the Tribunal’s decision.

In November 2015, the CAC overturned the Tribunal’s decision, having ruled that there had been a change of control when Media24 and Novus implemented the agreement.

Pursuant to the CAC’s ruling, Media24 and Novus notified the merger and it was approved by the Tribunal, with conditions. In terms of the conditions, Media24 would divest itself of the ability to control Novus by reducing its shareholding after the merger with no minority protections. This settlement is a result of the CAC’s decision.

A full version of the order is available on the Tribunal’s website at
Telkom SA SCO Ltd and Trudon (Pty) Ltd merger approved
The Tribunal has approved, without conditions, the transaction in which Telkom seeks to acquire the remaining shares in Trudon, one of its subsidiaries which is operated as a division of Telkom.
Trudon is a local advertising and marketing company that provides print and digital solutions to local businesses under the brand name “Yellow Pages”. It also provides an online business directory known as “White Pages”.
In its assessment of the transaction, the Commission found that there were no competition or public interest concerns.

Tribunal approves Gemgrow and Arrowhead merger
The Tribunal has approved, without conditions, the proposed transaction (a reverse takeover) whereby Gemgrow intends to acquire the entire issued share capital of Arrowhead.
Both Gemgrow and Arrowhead are Real Estate Investment Trusts listed on the JSE. Both own and manage property portfolios consisting of office, retail and industrial properties.

The Commission, in its assessment of the transaction, found no competition or public interest concerns and recommended approval without conditions.
Tribunal approves merger in the markets for the production and supply of Gold Doré Bars and hallmarked or minted gold bars
The Tribunal has approved a merger whereby Rappa Management (Pty) Ltd seeks to acquire Rappa Holdings (Pty) Ltd, with conditions.
Rappa Management, a special purpose vehicle incorporated solely to hold the shares of Rappa Holdings, is owned by a sole shareholder who owns six offshore firms. The acquiring group’s activities include: food and commodity trading; investment holding; and trading in precious metals. Of relevance to the transaction are the activities of Aulion which trades in precious metals. Locally, Aulion procures Gold Doré Bars from Rappa Resources and further refines it into a pure gold bar from its Dubai base. Aulion’s accreditation with the Dubai Multi Commodities Centre allows it to mark these refined gold bars as hallmarked/minted gold bars.
Rappa Holdings, through its subsidiaries, is primarily involved in property holding and processing and exporting metals from South Africa. Of relevance to the proposed transaction are the activities of Rappa Resources. It produces and supplies gold concentrates and Gold Doré Bars. Rappa Resources either produces its own Gold Doré Bars or purchases them from other local suppliers.
Conditions to the approval of the merger are as follows, among others:
“Rappa Resources shall not refuse to supply Gold Doré Bars to a Local Refinery, provided that:
  • The terms and conditions of supply offered by the relevant Local Refinery are similar to the terms and conditions offered to Rappa Resources by its export customers other than Aulion;
  • The price, net of carriage, insurance and freight (CIF), offered by the relevant Local Refinery shall not be less than the average price offered to Rappa Resources by its export customers other than Aulion, over the preceding twelve months period;
  • The relevant Local Refinery is registered as an approved manufacturer of minted bars, in accordance with regulation 27B of the Precious Metals Regulations published under GN R570 in Government Gazette 30061 of 9 July 2007, as amended from time to time; and
  • Rappa resources shall furnish to each Local Refinery who approaches Rappa Resources for the purchase of Gold Doré bars and to whom Rappa Resources have not previously sold Gold Doré Bars a copy of the Conditions ...” 
A full version of the order is available on the Tribunal’s website at
Gillian de Gouveia
Communications Officer
Tel: +27 (0) 12 394 1383
Cell: +27 (0) 82 410 1195
Twitter: @comptrib
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