SKG Properties Fund v Redefine Properties (LM149Dec21) [2022] ZACT 52 (14 March 2022)
- Citation
- [2022] ZACT 52
- Status
- Order
- Jurisdiction
- South Africa
- Court
- Competition Tribunal
- Posture
- Large Merger / Final Determination
- Case number
- LM149Dec21
More details
- Court
- Competition Tribunal
- Posture
- Large Merger / Final Determination
- Case number
- LM149Dec21
On this page
Professional case brief
Research organized from the available case record
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
ApplicantRedefine Properties Limited
Respondent03
Procedural history
Posture
Large Merger / Final Determination
04
Questions and positions
Legal issues
- 01
Whether the proposed acquisition of 34 Wrench Road and Pepkor Isando by SKG Properties Fund I from Redefine Properties Limited raises competition concerns.
- 02
Whether the merger should be approved with or without conditions.
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
Legal principles
- 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.
- 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.
Competition Tribunal
Order
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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