Kalander Kapitaal (Pty) Ltd and Another v Limietberg Sekuriteit (Pty) Ltd and Another (LM193Feb21) [2021] ZACT 24 (10 March 2021)
- Citation
- [2021] ZACT 24
- Status
- Order
- Jurisdiction
- South Africa
- Court
- Competition Tribunal
- Panel
- E Daniels, M Mazwai, Y Carrim
- Case number
- LM193Feb21
More details
- Court
- Competition Tribunal
- Panel
- E Daniels, M Mazwai, Y Carrim
- Case number
- LM193Feb21
On this page
Professional case brief
Research organized from the available case record
01
Holding and result
The Tribunal found that the proposed merger is an internal restructuring involving a splitting of interests held jointly by the acquiring firms, resulting in a change in control over Sekuriteit. There are no horizontal or vertical overlaps in the activities of the parties, and neither party has employees. The transaction will not adversely affect employment and raises no public interest concerns. No third party raised any objections. Accordingly, the merger is unlikely to substantially prevent or lessen competition in any relevant market or have a negative impact on the public interest. The merger was approved unconditionally.
Court disposition
Merger approved unconditionally.
Orders
- The merger between the abovementioned parties is approved in terms of section 16(2)(a) of the Competition Act, 1998.
- A Merger Clearance Certificate is to be issued in terms of Competition Tribunal Rule 35(5)(a).
02
Material facts
Parties
Kalander Kapitaal (Pty) Ltd
Applicant Counsel: H IrvineFynbos Kapitaal (Pty) Ltd
Applicant Counsel: H IrvineLimietberg Sekuriteit (Pty) Ltd
RespondentNewco
Respondent03
Procedural history
Posture
Merger Approval / Order and Reasons for Decision
04
Questions and positions
Legal issues
- 01
Whether the proposed merger is likely to substantially prevent or lessen competition in any relevant market.
- 02
Whether the merger raises any public interest concerns, including effects on employment.
- 03
Whether the transaction constitutes an internal restructuring resulting in a change of control.
Party arguments
- Applicant
- The merging parties submitted that the transaction is an internal restructuring, with no horizontal or vertical overlaps in their activities. They argued that neither party has employees and that the merger will not adversely affect employment or raise public interest concerns.
- Respondent
- The Competition Commission supported the merger, finding no horizontal or vertical overlaps, no adverse effect on employment, and no public interest concerns. No third party raised any objections.
05
Court’s reasoning
Legal principles
- 01
Competition Act, 1998, section 16(2)(a)
A merger may only be prohibited if it is likely to substantially prevent or lessen competition in any relevant market, or if it raises significant public interest concerns.
- 02
Competition Act, 1998
The assessment of a merger includes consideration of competition effects and public interest factors such as employment.
06
Ratio, limits and disposition
Ratio decidendi
The Tribunal found that the proposed merger is an internal restructuring involving a splitting of interests held jointly by the acquiring firms, resulting in a change in control over Sekuriteit. There are no horizontal or vertical overlaps in the activities of the parties, and neither party has employees. The transaction will not adversely affect employment and raises no public interest concerns. No third party raised any objections. Accordingly, the merger is unlikely to substantially prevent or lessen competition in any relevant market or have a negative impact on the public interest. The merger was approved unconditionally.
Obiter and limits
- Newco has no business activities and was formed solely for the purposes of this merger.
- The Tribunal noted that neither the Acquiring Group nor the Target Group have employees, which is unusual for merger parties.
Court disposition
Merger approved unconditionally.
- The merger between the abovementioned parties is approved in terms of section 16(2)(a) of the Competition Act, 1998.
- A Merger Clearance Certificate is to be issued in terms of Competition Tribunal Rule 35(5)(a).
Source and reliance status
Competition Tribunal
This page organises the available record for research. Confirm quotations, current status, and subsequent treatment against the official source before relying on the case.
Judgment reading view
Judgment text
The complete available source text.
Competition Tribunal
Order
COMPETITION
TRIBUNAL OF SOUTH AFRICA
Case No.: LM193Feb21
In the matter between:
Kalander Kapitaal (Pty) Ltd Primary Acquiring Firms
Fynbos Kapitaal (Pty) Ltd
And
Limietberg Sekuriteit (Pty) Ltd
Newco
Primary Target Firms
Panel: E Daniels (Presiding Member)
M Mazwai (Tribunal Panel Member)
Y Carrim (Tribunal Panel Member)
Heard on: 10 March 2021
Order Issued on: 10 March 2021
Reasons Issued on: 10 March 2021
ORDER
Further to the recommendation of the Competition Commission in terms of section 14A(1)(b) of the Competition Act, 1998 (âthe Actâ) the Competition Tribunal orders thatâ
1. the merger between the abovementioned parties be approved in terms of section 16(2)(a) of the Act; and
2. a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule 35(5)(a).
10 March 2021
Presiding Member Date
Mr Enver Daniels
Concurring: Ms Mondo Mazwai and Ms Yasmin Carrim
COMPETITION TRIBUNAL
OF SOUTH AFRICA
Case no: LM193Feb21
Kalander Kapitaal (Pty) Ltd and Fynbos Kapitaal (Pty) Ltd (Primary Acquiring Firms) and
Limietberg Sekuriteit (Pty) Ltd and Newco (Primary Target Firms)
REASONS
FOR DECISION
[1] On 10 March 2021, the Competition Tribunal unconditionally approved a large merger between Kalander Kapitaal (Pty) Ltd (âKalanderâ) and Fynbos Kapitaal (Pty) Ltd (âFynbosâ)[1] and Limietberg Sekuriteit (Pty) Ltd (âSekuriteitâ) and Newco.[2]
[2] The transaction is an internal restructuring by Kalander and Fynbos (the acquiring firms) who each hold 50% of the shares in Limietberg Sekuriteit Beleggings (Pty) Ltd (âLimietbergâ) (the holding company of Sekuriteit).
[3] Post-merger, Fynbos will acquire ultimate beneficial ownership and control of Sekuriteit, and Kalander will acquire beneficial ownership and control over another wholly owned subsidiary of Limietberg, a new company to be formed for purposes of this merger.[3]
[4] The Acquiring Group and Sekuriteit are investment holding companies that have investment interests in various companies. Newco has no business activities.
[5] The Competition Commission found no horizontal or vertical overlaps in the activities of the merger parties.
[6] Neither of the merging parties have any employees and accordingly, the proposed transaction will not have an adverse effect on employment and the merger also raises no other public interest concerns.
[7] No third party raised any concern.
[8] We concluded that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market, or to have a negative impact on the public interest.
10 March 2021
Mr Enver Daniels
Date
Ms Mondo Mazwai and Ms Yasmin Carrim concurring
Tribunal Case Manager: C Mathonsi
For the Merging Parties: H Irvine
For the Commission: G Mutizwa and N Msiza
[1] Collectively referred to as âthe Acquiring Groupâ.
[2] Collectively referred to as âthe Target Groupâ.
[3] In essence the transaction involves a splitting of interests held jointly by the acquiring firms, resulting in a change in control over Sekuriteit.
Case-aware research
Ask AI about this case
The judgment and available research above are public. New questions open in a separate private conversation grounded in this case.