Capitec Bank Ltd v Spear Reit Ltd and Another (LM011Apr23) [2023] ZACT 27; [2023] 3 CPLR 37 (CT) (13 July 2023)

Capitec Bank Ltd v Spear Reit Ltd and Another (LM011Apr23) [2023] ZACT 27; [2023] 3 CPLR 37 (CT) (13 July 2023)

The Tribunal found that the proposed merger between Capitec Bank Limited and Spear REIT Limited, involving the acquisition of the Liberty Life Office Building, does not result in a substantial prevention or lessening of competition in the relevant market for grade P office space in Century City. There is no geographic overlap between the merging parties in this market segment. The transaction will not negatively affect employment, as the Target Property has no employees and those managing it will remain employed by Spear REIT. The spread of ownership by HDPs will not be diluted, given the existing B-BBEE shareholding levels of both parties. No evidence was presented to suggest any adverse...

Citation
[2023] ZACT 27
Parties
Applicant: Capitec Bank Limited; Respondent: Spear REIT Limited
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
13 July 2023
Case Number
LM011Apr23
Procedural Posture
Merger Application / Approval
Outcome
Merger approved unconditionally.
Judges
Liberty Mncube, Andiswa Ndoni, Shaista Goga
Legal Topics
Large Merger, Office Property Market Definition, Public Interest Assessment, Employment Effects, Spread of Ownership, B Bbbee Shareholding
Competition Law Commercial and Corporate Large Merger Office Property Market Definition Public Interest Assessment Employment Effects Spread of Ownership B Bbbee Shareholding

Case Brief

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Parties

Capitec Bank Limited

Applicant

Spear REIT Limited

Respondent

Procedural Posture

Merger Application / Approval

Legal Issues

  1. 1 Whether the proposed merger will substantially prevent or lessen competition in the relevant office property market.
  2. 2 Whether the transaction will have a negative effect on employment.
  3. 3 Whether the transaction will negatively affect the spread of ownership by historically disadvantaged persons (HDPs).

Ratio Decidendi

The Tribunal found that the proposed merger between Capitec Bank Limited and Spear REIT Limited, involving the acquisition of the Liberty Life Office Building, does not result in a substantial prevention or lessening of competition in the relevant market for grade P office space in Century City. There is no geographic overlap between the merging parties in this market segment. The transaction will not negatively affect employment, as the Target Property has no employees and those managing it will remain employed by Spear REIT. The spread of ownership by HDPs will not be diluted, given the existing B-BBEE shareholding levels of both parties. No evidence was presented to suggest any adverse...

Court Disposition

Merger approved unconditionally.

Orders

  • The large merger between Capitec Bank Limited and Spear REIT Limited is approved without conditions.