Boleng Trust v Main Street 904 (RF) (Pty) Ltd (LM040Jul21) [2021] ZACT 63 (23 September 2021)

Boleng Trust v Main Street 904 (RF) (Pty) Ltd (LM040Jul21) [2021] ZACT 63 (23 September 2021)

The Tribunal found that the proposed transaction does not raise any competition concerns, as there is no horizontal or vertical overlap between the merging parties. The transaction will not result in retrenchments or negatively impact employment, as neither party has employees. The restructuring increases the shareholding of historically disadvantaged persons in Assore, reduces their debt burden, and enhances dividend flows. The unbundling of certain subsidiaries does not negatively affect beneficiaries, as the majority of dividends are derived from mining assets retained by the B-BBEE shareholders. Board representation post-transaction will further empower trustees to contribute to...

Citation
[2021] ZACT 63
Parties
Applicant: Boleng Trust; Respondent: Main Street 904 (RF) (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
23 September 2021
Case Number
LM040Jul21
Procedural Posture
Merger Control / Reasons for Decision
Outcome
The Tribunal unconditionally approved the acquisition of Main Street 904 (RF) (Pty) Ltd by Boleng Trust.
Judges
Yasmin Carrim, Fiona Tregenna, Anton A. Roskam
Legal Topics
Merger Control, Public Interest, Broad Based Black Economic Empowerment, Shareholding Restructure, Board Representation
Competition Law Merger Control Public Interest Broad Based Black Economic Empowerment Shareholding Restructure Board Representation

Case Brief

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Parties

Boleng Trust

Applicant

Main Street 904 (RF) (Pty) Ltd

Respondent

Procedural Posture

Merger Control / Reasons for Decision

Legal Issues

  1. 1 Whether the proposed acquisition of Main Street 904 (RF) (Pty) Ltd by Boleng Trust is likely to substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction negatively impacts public interest, including employment and the spread of ownership among historically disadvantaged persons.
  3. 3 Whether the restructuring of Assore's B-BBEE shareholding structure and the unbundling of certain subsidiaries affects the interests of beneficiaries.

Ratio Decidendi

The Tribunal found that the proposed transaction does not raise any competition concerns, as there is no horizontal or vertical overlap between the merging parties. The transaction will not result in retrenchments or negatively impact employment, as neither party has employees. The restructuring increases the shareholding of historically disadvantaged persons in Assore, reduces their debt burden, and enhances dividend flows. The unbundling of certain subsidiaries does not negatively affect beneficiaries, as the majority of dividends are derived from mining assets retained by the B-BBEE shareholders. Board representation post-transaction will further empower trustees to contribute to...

Court Disposition

The Tribunal unconditionally approved the acquisition of Main Street 904 (RF) (Pty) Ltd by Boleng Trust.

Orders

  • The proposed transaction is approved without conditions.