Liberty Two Degrees v Liberty Group Limited; In re: Undivided shares in certain properties (LM111Sep16) [2016] ZACT 102; [2017] 1 CPLR 358 (CT) (9 December 2016)

Liberty Two Degrees v Liberty Group Limited; In re: Undivided shares in certain properties (LM111Sep16) [2016] ZACT 102; [2017] 1 CPLR 358 (CT) (9 December 2016)

The Tribunal found that the proposed transaction is an internal restructuring, with Liberty Two Degrees acquiring a direct interest in the target business but ultimate control remaining with Liberty Group Limited. There is no change in market structure or accretion of market shares, and the transaction does not raise competition concerns. The transfer of certain employees to STANLIB REIT is compliant with section 197 of the Labour Relations Act and does not result in job losses. No other public interest concerns were identified. Accordingly, the Tribunal approved the merger unconditionally.

Citation
[2016] ZACT 102
Parties
Applicant: Liberty Two Degrees; Respondent: Liberty Group Limited
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
9 December 2016
Case Number
LM111Sep16
Procedural Posture
Large Merger Review / Approval and Reasons
Outcome
Merger approved unconditionally.
Judges
Norman Manoim, Mondo Mazwai, Medi Mokuena
Legal Topics
Large Merger Review, Market Structure, Public Interest, Section 197 Transfer, Real Estate Investment Trust
Competition Law Commercial and Corporate Large Merger Review Market Structure Public Interest Section 197 Transfer Real Estate Investment Trust

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Parties

Liberty Two Degrees

Applicant

Liberty Group Limited

Respondent

Procedural Posture

Large Merger Review / Approval and Reasons

Legal Issues

  1. 1 Whether the proposed transaction will 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 internal restructuring alters market control or share.

Ratio Decidendi

The Tribunal found that the proposed transaction is an internal restructuring, with Liberty Two Degrees acquiring a direct interest in the target business but ultimate control remaining with Liberty Group Limited. There is no change in market structure or accretion of market shares, and the transaction does not raise competition concerns. The transfer of certain employees to STANLIB REIT is compliant with section 197 of the Labour Relations Act and does not result in job losses. No other public interest concerns were identified. Accordingly, the Tribunal approved the merger unconditionally.

Court Disposition

Merger approved unconditionally.

Orders

  • The large merger between Liberty Two Degrees and Liberty Group Limited in respect of the undivided shares in certain properties is approved unconditionally.