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South Africa Order

Competition Tribunal

SKG Properties Fund v Redefine Properties (LM149Dec21) [2022] ZACT 52 (14 March 2022)

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Source document

01

Holding and result

The Tribunal found that the proposed acquisition of the properties known as 34 Wrench Road and Pepkor Isando by SKG Properties Fund I from Redefine Properties Limited does not raise any competition or public interest concerns. The properties are rentable light industrial spaces and the transaction will result in SKG Properties Fund I having sole control. The Tribunal concluded that the merger does not substantially prevent or lessen competition in any relevant market and does not negatively affect public interest. Accordingly, the merger was approved unconditionally.

Court disposition

Merger approved unconditionally.

Orders

  • The large merger between SKG Properties Fund I (Pty) Ltd and Redefine Properties Limited in respect of 34 Wrench Road and Pepkor Isando is approved without conditions.

02

Material facts

Parties

SKG Properties Fund I (Pty) Ltd

Applicant

Redefine Properties Limited

Respondent

03

Procedural history

  1. Posture

    Large Merger / Final Determination

04

Questions and positions

Legal issues

Party arguments

Applicant
SKG Properties Fund I argued that the acquisition would not substantially prevent or lessen competition in any relevant market. The properties are rentable light industrial spaces and the transaction would result in SKG Properties Fund I having sole control over them. The applicant submitted that the merger would not negatively impact competition or public interest.
Respondent
Redefine Properties Limited did not oppose the merger and agreed that the transaction would not result in any adverse competition effects. The respondent confirmed that the properties are light industrial spaces and that the transaction would not harm public interest or competition.

05

Court’s reasoning

  1. 01

    Competition Act 89 of 1998

    A merger may be approved unconditionally if it does not substantially prevent or lessen competition and does not raise public interest concerns.

  2. 02

    Competition Act 89 of 1998

    The Tribunal must assess whether the proposed transaction will result in a substantial lessening of competition or have a negative impact on public interest.

06

Ratio, limits and disposition

Ratio decidendi

The Tribunal found that the proposed acquisition of the properties known as 34 Wrench Road and Pepkor Isando by SKG Properties Fund I from Redefine Properties Limited does not raise any competition or public interest concerns. The properties are rentable light industrial spaces and the transaction will result in SKG Properties Fund I having sole control. The Tribunal concluded that the merger does not substantially prevent or lessen competition in any relevant market and does not negatively affect public interest. Accordingly, the merger was approved unconditionally.

Obiter and limits

  • The Tribunal also approved the large merger between UBI General Partner (Pty) Ltd and CSG Holdings Limited without conditions, noting no competition or public interest concerns.

Court disposition

Merger approved unconditionally.

  • The large merger between SKG Properties Fund I (Pty) Ltd and Redefine Properties Limited in respect of 34 Wrench Road and Pepkor Isando is approved without conditions.

Source and reliance status

Competition Tribunal

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Judgment reading view

Judgment text

The complete available source text.

Source document

Competition Tribunal

Order

[2022] ZACT 52

Merger Alert

Date of release: 14 March 2022

OUTCOME OF MERGERS

DECIDED BY THE TRIBUNAL

Type of matter Parties involved Tribunal decision

Large merger SKG Properties Fund I (Pty) Ltd And Redefine Properties Limited In Respect Of The Properties Known As 34 Wrench Road And Pepkor Isando: Aproved without conditions

Large merger UBI General Partner (Pty) Ltd And CSG Holdings Limited: Approved without conditions

SKG Properties Fund I (Pty) Ltd And Redefine Properties Limited In Respect Of The Properties Known As 34 Wrench Road And Pepkor Isando

The Tribunal has unconditionally approved the large merger wherein SKG Properties Fund I (Pty) Ltd (“SKG Properties Fund I”) intends to acquire the properties known as 34 Wrench Road and Pepkor Isando from Redefine Properties Limited (“Redefine”). Upon conclusion of the proposed transaction, SKG Properties Fund I will have sole control of 34 Wrench Road and Pepkor Isando.

SKG Properties Fund I forms part of the SKG Group. The companies comprising the SKG Group are engaged in the development and leasing of commercial, industrial and retail investment properties and the management thereof.

The target firm is Redefine Properties Limited (“Redefine”) in respect of the properties known as 34 Wrench Road and Pepkor Isando. Redefine is a property loan stock company which currently holds REIT status and is listed on the JSE in the “diversified REITS” sector. The target properties both comprise rentable light industrial space.

UBI General Partner (Pty) Ltd And CSG Holdings Limited

The Tribunal has unconditionally approved the large merger whereby UBI General Partner (Pty) Ltd (“UBI”) intends to acquire control over CSG Holdings Limited (“CSG”).

The acquiring group is an investment holding entity with investments in various sectors including financial services, real estate, auto parts, mining and construction. Of relevance to this merger is the acquiring group’s activities through RSA Group, a marketer and agent of locally produced fresh produce (fruit and vegetables) across South Africa.

The target group provides facilities management (cleaning, catering, maintenance and security services), security equipment, access control and staffing solutions. Its catering activities involve the operation of canteens and restaurants across South Africa.

Issued by:

Gillian de Gouveia, Communications Officer

On behalf of the Competition Tribunal of South Africa

Tel: +27 (0) 12 394 1383

Cell: +27 (0) 82 410 1195

E-Mail: GillianD@comptrib.co.za

Twitter: @comptrib

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Authorities

Authorities used by the court

Cases, legislation, regulations, and constitutional provisions identified in the available record.

Competition Act 89 of 1998

Legislation

Legislation referenced in the available case record.

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