Liberty Group Ltd and 2 Degrees Properties (Pty) Ltd v Khora Investments (Pty) Ltd in respect of Khora's 30% undivided share in Botshabelo Mall Properties and the Letting business conducted thereon (LM220Nov18) [2019] ZACT 10 (11 February 2019)

Liberty Group Ltd and 2 Degrees Properties (Pty) Ltd v Khora Investments (Pty) Ltd in respect of Khora's 30% undivided share in Botshabelo Mall Properties and the Letting business conducted thereon (LM220Nov18) [2019] ZACT 10 (11 February 2019)

The Tribunal found that the transaction, involving the acquisition of Khora's 30% undivided share in Botshabelo Mall by Liberty Group Ltd and 2 Degrees Properties (Pty) Ltd, did not amount to a merger during Investec's temporary holding, as Investec would hold the shares for less than 12 months for risk management purposes. The Tribunal accepted the Commission's finding that there was a horizontal overlap in the provision of rentable retail properties but no geographical overlap, as the nearest property controlled by the acquiring group was 410 km away. There was no vertical overlap. The property management agent would remain unchanged, and employment would not be adversely affected. The...

Citation
[2019] ZACT 10
Parties
Applicant: Liberty Group Ltd; Applicant: 2 Degrees Properties (Pty) Ltd; Respondent: Khora Investments (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
11 February 2019
Case Number
LM220Nov18
Procedural Posture
Merger Approval / Final Determination
Outcome
The proposed transaction is approved unconditionally.
Judges
Yasmin Carrim, lmraan Valodia, Mondo Mazwai
Legal Topics
Merger Control, Horizontal Overlap, Public Interest, Sole Control Acquisition
Competition Law Commercial and Corporate Merger Control Horizontal Overlap Public Interest Sole Control Acquisition

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Parties

Liberty Group Ltd

Applicant

2 Degrees Properties (Pty) Ltd

Applicant

Khora Investments (Pty) Ltd

Respondent

Procedural Posture

Merger Approval / Final Determination

Legal Issues

  1. 1 Whether the acquisition of Khora's 30% undivided share in Botshabelo Mall by Liberty Group Ltd and 2 Degrees Properties (Pty) Ltd constitutes a merger under the Competition Act.
  2. 2 Whether the proposed transaction is likely to substantially prevent or lessen competition in any relevant market.
  3. 3 Whether the transaction raises any public interest concerns, including employment.

Ratio Decidendi

The Tribunal found that the transaction, involving the acquisition of Khora's 30% undivided share in Botshabelo Mall by Liberty Group Ltd and 2 Degrees Properties (Pty) Ltd, did not amount to a merger during Investec's temporary holding, as Investec would hold the shares for less than 12 months for risk management purposes. The Tribunal accepted the Commission's finding that there was a horizontal overlap in the provision of rentable retail properties but no geographical overlap, as the nearest property controlled by the acquiring group was 410 km away. There was no vertical overlap. The property management agent would remain unchanged, and employment would not be adversely affected. The...

Court Disposition

The proposed transaction is approved unconditionally.

Orders

  • The acquisition by Liberty Group Ltd and 2 Degrees Properties (Pty) Ltd of Khora's 30% undivided share in Botshabelo Mall Properties and the letting business conducted thereon is approved without conditions.