STANLIB Insfrastructure Yield Fund v AFGRI Grain Silo Company (Pty) Ltd (LM160Feb20) [2020] ZACT 21 (30 April 2020)

STANLIB Insfrastructure Yield Fund v AFGRI Grain Silo Company (Pty) Ltd (LM160Feb20) [2020] ZACT 21 (30 April 2020)

The Tribunal found that Stanlib IYF's acquisition of an additional 5.05% shareholding in AGS, resulting in negative control, did not create horizontal overlaps or raise competition concerns, as neither Stanlib IYF nor Standard Bank are active in the grain storage market. The transaction was structured to allow Stanlib IYF to exercise governance rights without affecting market competition. The Commission's investigation confirmed that there would be no negative employment effects, and the sale of shares by AGH and Izitsalo was consistent with their temporary holding arrangement. The transaction did not adversely affect the spread of ownership by historically disadvantaged persons or...

Citation
[2020] ZACT 21
Parties
Applicant: STANLIB Infrastructure Yield Fund represented by its general partner STANLIB Infrastructure GP 2 (Pty) Ltd; Respondent: AFGRI Grain Silo Company (Pty) Ltd
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
30 April 2020
Case Number
LM160Feb20
Procedural Posture
Large Merger Review / Approval
Outcome
Merger approved unconditionally.
Judges
E Daniels, A Wessels, I Valodia
Legal Topics
Large Merger, Negative Control, Public Interest, Ownership by Historically Disadvantaged Persons, Grain Storage Market
Competition Law Commercial and Corporate Large Merger Negative Control Public Interest Ownership by Historically Disadvantaged Persons Grain Storage Market

Case Brief

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Parties

STANLIB Infrastructure Yield Fund represented by its general partner STANLIB Infrastructure GP 2 (Pty) Ltd

Applicant

AFGRI Grain Silo Company (Pty) Ltd

Respondent

Procedural Posture

Large Merger Review / Approval

Legal Issues

  1. 1 Whether the acquisition of additional shares by Stanlib IYF in AGS would confer negative control and affect competition in the grain storage market.
  2. 2 Whether the transaction would have any adverse public interest effects, including on employment and ownership by historically disadvantaged persons.

Ratio Decidendi

The Tribunal found that Stanlib IYF's acquisition of an additional 5.05% shareholding in AGS, resulting in negative control, did not create horizontal overlaps or raise competition concerns, as neither Stanlib IYF nor Standard Bank are active in the grain storage market. The transaction was structured to allow Stanlib IYF to exercise governance rights without affecting market competition. The Commission's investigation confirmed that there would be no negative employment effects, and the sale of shares by AGH and Izitsalo was consistent with their temporary holding arrangement. The transaction did not adversely affect the spread of ownership by historically disadvantaged persons or...

Court Disposition

Merger approved unconditionally.

Orders

  • The large merger between Stanlib Infrastructure Yield Fund (represented by Stanlib Infrastructure GP 2 (Pty) Ltd) and AFGRI Grain Silo Company (Pty) Ltd is approved without conditions.