Outcome of matters considered by the Tribunal

The Tribunal has approved, without conditions, the large merger whereby a subsidiary of FirstRand Limited and Agile Capital Holdings (Pty) Ltd, “New Holdco”, will acquire Adcorp Support Services (Pty) Ltd (“Adcorp”). Post-implementation, New Holdco will have sole control of Adcorp.

New Holdco is controlled by a consortium of private equity investment firms controlled by FirstRand and Agile Capital Holdings. It is newly incorporated for the purposes of the proposed transaction and has no business activities.

Adcorp operates through two divisions. Its funeral management services division is an outsourced service provider to the long-term insurance industry and provides body repatriation and funeral support services, among others. Through its employee benefits division, Adcorp acts as a broker and provides solutions which offer employees and clients access to benefits including funeral and income protection policies, medical aid and risk benefits.

IA Bell and Company (Pty) Ltd (“IA Bell”) will increase its shareholding in Bell Equipment Limited (“Bell Equipment”) by acquiring Bell Equipment’s additional issued share capital from John Deere.

The Tribunal has concluded that the transaction is unlikely to substantially lessen or prevent competition in any market in South Africa and has approved the merger without conditions.

IA Bell is an investment holding company currently holding shares in Bell Equipment and Loinette Capital. It does not carry out any other business activities. Loinette Capital provides asset-based finance solutions including asset-backed loans, equipment and stock finance, insurance brokerage, debt syndications and co-financing.

Bell Equipment’s business is primarily related to the manufacture, distribution and sale of earth moving equipment, implements and accessories, as well as the manufacture, distribution and sale of spares, parts and components, and after-sales support of its earth moving equipment.

The Tribunal has considered submissions in relation to the proposed merger whereby Mercantile Bank (“Mercantile”) seeks to acquire a loan book owned by Grobank (the “Loan Book”) and has approved the transaction without conditions.

Mercantile is a division of Capitec Bank. The acquiring group is active in the South African banking sector in the provision of business and commercial banking services across South Africa. It offers retail banking, merchant services, card services, employer salary transfer facilities, workplace banking solutions and forex services, among others.

The Loan Book consists of loans across three product categories, namely: commercial property loans; instalment sales agreements; and residential home loans.

Having concluded that the proposed transaction does not raise any competition or public interest concerns, the Tribunal has unconditionally approved the merger whereby SPE Mid-Market Fund I Partnership (represented by the general partner, SPE Mid-Market Fund I General Partner Proprietary Limited; namely, “the SPE Fund”) will acquire a controlling percentage of the issued share capital of Absolute Pets (Pty) Ltd (“Absolute Pets”). Post-transaction, SPE Fund will exercise sole control over Absolute Pets.

The SPE Fund is controlled by its general partner, SPE Fund General Partner. SPE General Partner is ultimately controlled by Sanlam Limited. The Sanlam Group provides long-term insurance, financial planning, retirement planning, short-term insurance and asset management, among others. The Group also invests in firms that are active in varying activities including glass manufacturing, restaurant chains and fibre suppliers, among others.

Absolute Pets is a specialist retailer in the South African pet care industry. The business has stores located primarily in the Western Cape, Gauteng and KwaZulu-Natal. These stores retail in pet-related products including food and treats, toys, hygiene products, healthcare products and accessories. Absolute Pets also operates online and offers pet insurance products.

Ivy 2 Investments VCC (“IVY”) will exercise sole control of New Holdco (“NewCo”). This follows approval of the proposed merger, without conditions, by the Tribunal after considering submissions in relation to the transaction.

Globally, the acquiring group is active as an investment holding company. Its portfolio includes financial services, telecommunications, media and technology, transportation and industrials, consumer and real estate, life sciences and agribusiness, and energy and resources.

NewCo is a newly formed company, for the purposes of the transaction. NewCo will be wholly owned by PIL Holdings Pte Lte (“PIL Holdings”), a company incorporated in Singapore. Pacific International Line South Africa (Pty) Ltd (“PIL SA”) is the only entity controlled by the target group in South Africa. PIL SA is engaged in ship owning and operating activities, shipping agency services and container sales. Container liner shipping services are offered via the Far East to South Africa trade route.

After concluding that the proposed merger is unlikely to raise any competition or public interest concerns, the Tribunal has unconditionally approved the transaction whereby Lereko Capital (Pty) Ltd (“Lereko Capital”) will acquire certain rights in Andru Mining, such that it will have control over Andru Mining.

Lereko Capital currently holds shares in Andru Mining but does not exercise control over the company. It is a private equity fund owned and controlled by Lereko Eco (Pty) Ltd, an investment company with investments in sectors including renewable energy and student accommodation. Lereko Capital is part of the FirstRand Group, which has an interest in ProVest Group (Pty) Ltd, whose activities range from general mining activities to underground and surface support.

Andru Mining provides contract mining services and generates revenue from contracts in different commodities and mining operations.

CDC Group Plc (“the CDC Group”) will acquire ordinary shares in DiverCity Urban Property Fund (Pty) Ltd (“DiverCity”) and will exercise joint control over DiverCity after the Tribunal unconditionally approved the transaction.

The CDC Group is a development finance institution. It is a United Kingdom government-owned company wholly controlled by the Foreign, Commonwealth & Development Office. The CDC Group’s investments are mainly in the infrastructure, financial services, health and education sectors. In South Africa, it has invested in funds that have non-controlling minority interests in investee companies that are active in the consumer services, financial services, agriculture and education sectors in South Africa.

DiverCity is a South African property investment and holding company. It was formed to be a mixed-use private property holding, investment and development fund, which is focused on investing in and renewing dense urban precincts rather than individual buildings on a collaborative basis with its shareholders. DiverCity’s property portfolio includes retail property, residential property, and office property.