Thabong Coal (Pty) Ltd v Competition Commission of South Africa (LM144Jan20; VAR197Mar23) [2023] ZACT 51 (31 March 2023)

Thabong Coal (Pty) Ltd v Competition Commission of South Africa (LM144Jan20; VAR197Mar23) [2023] ZACT 51 (31 March 2023)

The Tribunal found that, as the application was unopposed and the transfer of shares would result in Seriti Resources Holdings (Pty) Ltd assuming the relevant interests, it was appropriate for the obligations imposed by the original merger conditions on Thabong Coal (Pty) Ltd to transfer to Seriti Resources Holdings (Pty) Ltd upon the share transfer. The order ensures that the regulatory obligations continue to bind the party with the relevant control and interest in Seriti Power (Pty) Ltd.

Citation
[2023] ZACT 51
Parties
Applicant: Thabong Coal (Pty) Ltd; Applicant: South32 SA Coal Holdings (Pty) Ltd; Applicant: Seriti Resources Holdings (Pty) Ltd; Respondent: Competition Commission of South Africa
Court
Competition Tribunal
Jurisdiction
South Africa
Judgment Date
31 March 2023
Case Number
LM144Jan20/VAR197Mar23
Procedural Posture
Variation Application / Order on Unopposed Application for Variation of Merger Conditions
Outcome
The application for variation of merger conditions is granted.
Judges
AW Wessels, M Mazwai, S Goga
Legal Topics
Merger Conditions, Variation of Order, Transfer of Obligations
Competition Law Merger Conditions Variation of Order Transfer of Obligations

Case Brief

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Parties

Thabong Coal (Pty) Ltd

Applicant

South32 SA Coal Holdings (Pty) Ltd

Applicant

Seriti Resources Holdings (Pty) Ltd

Applicant

Competition Commission of South Africa

Respondent

Procedural Posture

Variation Application / Order on Unopposed Application for Variation of Merger Conditions

Legal Issues

  1. 1 Whether the obligations imposed by the original merger conditions should transfer from Thabong Coal (Pty) Ltd to Seriti Resources Holdings (Pty) Ltd upon the transfer of shares in Seriti Power (Pty) Ltd.

Ratio Decidendi

The Tribunal found that, as the application was unopposed and the transfer of shares would result in Seriti Resources Holdings (Pty) Ltd assuming the relevant interests, it was appropriate for the obligations imposed by the original merger conditions on Thabong Coal (Pty) Ltd to transfer to Seriti Resources Holdings (Pty) Ltd upon the share transfer. The order ensures that the regulatory obligations continue to bind the party with the relevant control and interest in Seriti Power (Pty) Ltd.

Court Disposition

The application for variation of merger conditions is granted.

Orders

  • Any obligations imposed on Thabong Coal (Pty) Ltd by the merger conditions will transfer to Seriti Resources Holdings (Pty) Ltd on the date Thabong Coal (Pty) Ltd transfers its shares in Seriti Power (Pty) Ltd to Seriti Resources Holdings (Pty) Ltd.