Liberty Group Limited and Others v Trans African Concessions Proprietary Limited (LM020MAY16) [2016] ZACT 53 (4 July 2016)

Liberty Group Limited and Others v Trans African Concessions Proprietary Limited (LM020MAY16) [2016] ZACT 53 (4 July 2016)

The Tribunal found that the proposed transaction would not substantially prevent or lessen competition in any relevant market, as competition in the toll road sector occurs at the stage of awarding concession contracts via tender, not at the operational level. The horizontal overlap created by PIC's shareholding in another concession company was not considered problematic, given the structure of competition. The transaction would not affect toll rates, as TRAC is legally bound to charge gazetted rates. No negative impact on employment or other public interest concerns was identified, as the transaction only involved a change in shareholding and did not affect day-to-day operations....

Citation
[2016] ZACT 53
Parties
Applicant: Liberty Group Limited; Applicant: Public Investment Corporation SOC Ltd (as representative of Government Employees Pension Fund, Unemployment Insurance Fund, Compensation Fund); Respondent: Trans African Concessions Proprietary Limited
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
4 July 2016
Case Number
LM020May16
Procedural Posture
Large Merger Review / Approval
Outcome
The proposed transaction is approved unconditionally.
Judges
Yasmin Carrim, Mondo Mazwai, Andiswa Ndoni
Legal Topics
Large Merger, Horizontal Overlap, Public Interest, Concession Contracts
Competition Law Commercial and Corporate Large Merger Horizontal Overlap Public Interest Concession Contracts

Case Brief

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Parties

Liberty Group Limited

Applicant

Public Investment Corporation SOC Ltd (as representative of Government Employees Pension Fund, Unemployment Insurance Fund, Compensation Fund)

Applicant

Trans African Concessions Proprietary Limited

Respondent

Procedural Posture

Large Merger Review / Approval

Legal Issues

  1. 1 Whether the proposed transaction is likely to substantially prevent or lessen competition in any relevant market.
  2. 2 Whether the transaction raises any public interest concerns, including employment effects.
  3. 3 Whether the transaction affects toll rates or market structure in the toll road sector.

Ratio Decidendi

The Tribunal found that the proposed transaction would not substantially prevent or lessen competition in any relevant market, as competition in the toll road sector occurs at the stage of awarding concession contracts via tender, not at the operational level. The horizontal overlap created by PIC's shareholding in another concession company was not considered problematic, given the structure of competition. The transaction would not affect toll rates, as TRAC is legally bound to charge gazetted rates. No negative impact on employment or other public interest concerns was identified, as the transaction only involved a change in shareholding and did not affect day-to-day operations....

Court Disposition

The proposed transaction is approved unconditionally.

Orders

  • The large merger between Liberty Group Limited, Public Investment Corporation SOC Ltd (as representative of Government Employees Pension Fund, Unemployment Insurance Fund, Compensation Fund), and Trans African Concessions Proprietary Limited is approved unconditionally.