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Merger Alert
Date of release: 22 June 2023
The following Merger Alert serves as an explanatory note to assist the media in reporting these cases and is not binding on the Competition Tribunal or any member of the Tribunal.
OUTCOME OF MERGERS DECIDED BY THE TRIBUNAL
Type of matter Parties involved Tribunal decision
Large merger Flanagan and Gerard Frontiers (Pty) Ltd and Vukile Property Fund Ltd And Mthatha Mall (Pty) Ltd in Respect of the Rental Enterprise known as BT NGEBS City Approved with conditions
Large merger Capitec Bank Ltd and SPEAR REIT Ltd on behalf of the immovable property and rental enterprise known as the “Liberty Life Office Building” Approved without conditions
Large merger EMIF II Investment (Pty) Ltd and Vector Logistics (Pty) Ltd Approved with conditions
Flanagan and Gerard Frontiers (Pty) Ltd and Vukile Property Fund Ltd and Mthatha Mall (Pty) Ltd in Respect of the Rental Enterprise known as
BT NGEBS City
 
The Tribunal has conditionally approved the proposed merger wherein Flanagan and Gerard Frontiers (Pty) Ltd (“F&G Frontiers”) and Vukile Property Fund Limited (“Vukile Property Fund”) intend to acquire the letting enterprise known as BT Ngebs City (the target property) from Mthatha Mall (Pty) Ltd (“Mthatha Mall”).
 
The Tribunal has approved the transaction subject to conditions involving investment commitments, support for suppliers who are previously disadvantaged persons (“HDPs”) and exclusivity.
 
F&G Frontiers is a special purpose vehicle created for the purposes of this transaction. The F&G Group holds interests in various firms involved in property development and investment. Vukile Property Fund is a Real Estate Investment Trust (“REIT”) which is listed on the Johannesburg Stock Exchange Limited (“JSE”) and the Namibian Stock Exchange (“NSX”).
 
The target property is a major regional centre in Mthatha in the Eastern Cape. It comprises rentable retail space and office space. The centre consists of various retail stores. The rental enterprise comprises the mall known as BT Ngebs City and the land it is situated on.
 
Capitec Bank Ltd and SPEAR REIT Ltd on behalf of the immovable property and rental enterprise known as the “Liberty Life Office Building”
 
The Tribunal has unconditionally approved the proposed merger wherein Capitec Bank Limited (“Capitec”) intends to acquire the office rental enterprise known as the Liberty Life Office Building from Spear Real Estate Investment Trust Limited (“Spear REIT”).
 
The acquiring group focuses on personal and business banking services. It also offers other financial services such as insurance. In addition, the acquiring group holds a property portfolio.
 
The primary target firm is the office rental enterprise known as “Liberty Life Office Building”. The target property consist of office space situated in Century City in the Western Cape.
 
EMIF II Investment (Pty) Ltd and Vector Logistics (Pty) Ltd
 
The Tribunal has conditionally approved the proposed merger in terms of which EMIF II Investment (Pty) Ltd (“EMIF II Investment”) intends to acquire Vector Logistics (Pty) Ltd (“Vector Logistics”).
 
The Tribunal has approved the transaction with conditions relating to employment, the greater spread of ownership, capital expenditure commitments and support for HDP suppliers.
 
EMIF II Investment is a newly incorporated entity under the laws of South Africa. It is a 100% indirectly owned subsidiary of A.P. Møller Capital – Emerging Markets Infrastructure Fund II K/S (“EMIF II”), a Danish limited partnership acting through its manager, A.P. Møller Capital P/S (“APMC”). APMC is a fund management company incorporated in terms of the laws of Denmark.
 
Vector Logistics’ principal activity is the provision of integrated cold chain logistics services. Specifically, it provides an end-to-end service to domestic business-to-business customers in South Africa through the transportation, storage and distribution of frozen food and other related items. In this regard, Vector Logistics operates cold storage facilities from multi-temperature distribution centres in various regions in South Africa.
 
Issued by:

Gillian de Gouveia, Communications Manager
On behalf of the Competition Tribunal of South Africa
Tel: +27 (0) 12 394 1383
Cell: +27 (0) 82 410 1195
E-Mail: GillianD@comptrib.co.za
Twitter: @comptrib
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Our mailing address is:
ctsa@comptrib.co.za

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