Weekly Media Statement For immediate release 27 November 2017 LATEST DECISIONS BY THE COMPETITION COMMISSION

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1 Weekly Media Statement For immediate release 27 November 2017 LATEST DECISIONS BY THE COMPETITION COMMISSION 1. Key decisions on mergers and acquisitions 1.1 Isuzu Motors (SA) (Pty) Ltd v General Motors (SA) (Pty) Ltd The Commission has approved the proposed merger, with conditions, whereby Isuzu Motors South Africa Proprietary Limited (IMSA) intends to acquire the Isuzu Light Commercial Vehicle business (LCV Business) of General Motors South Africa Proprietary Limited (GMSA). IMSA is a wholly owned subsidiary of Isuzu and both entities are active in South Africa. Isuzu is a motor vehicle manufacturer that specialises in light commercial vehicles, other commercial vehicles and diesel engines. Isuzu s business operations in South Africa include the appointment of IMSA with the right in relation to Isuzu medium, heavy and extra heavy commercial vehicles to import knock-down parts (motor vehicle parts that are transported in a completely unassembled form) and semi-knock down parts (motor vehicle parts that are transported in a partially assembled form); the assembly of these parts into functional commercial vehicles and the distribution and sale of these commercial vehicles in South Africa. Isuzu also appointed IMSA with the right to import and distribute the spare parts, components and accessories associated with Isuzu commercial vehicles in South Africa. GMSA s Isuzu LCV business involves importing kits for knock-down parts into South Africa for Isuzu LCV s; importing spare parts and components into South Africa for Isuzu produced LCV s; assembling knock-down parts and semiknock down parts into Isuzu LCV s at GMSA s Struandale plant; marketing, distribution and sale of assembled Isuzu LCV s in South Africa and certain other African countries; the marketing, distribution and sale of spare parts, components and accessories for Isuzu LCV s in South Africa and certain other African countries; the assembly of semi-knock down parts into commercial vehicles at the Kemptson plant pursuant to IMSA contracting GMSA to carry out these operations; and the aftersales support of Isuzu branded products. The Commission found that this transaction is unlikely to raise any competition concerns in any market. The Commission finds that the merger raises public interest concerns related to employment and the ability of small businesses to become competitive. In remedying these concerns, the Commission has imposed a condition that a total of 927 GMSA employees be transferred to IMSA and that IMSA must endeavor to appoint certain dealerships to its dealership network post-merger. 1.2 Opel Automobile DmbH v The Opel Distribution Network and Chevrolet The Commission has approved the proposed merger, with conditions, whereby Opel Automobile GmbH (Opel) intends to acquire the responsibilities relating to the Opel Distribution Network and the Chevrolet Aftersales Distribution Network from General Motors South Africa Proprietary Limited (GMSA) (the Opel SA Transaction). Opel is an international company with its principal place of business in Germany. Opel used to be controlled by General Motors (GM), however Peugeot S.A. (PSA) acquired control over Opel on 31 July 2017 as a result of a recent international transaction that was filed in multiple jurisdictions and approved by the Commission on 25 July competition regulation for a growing and inclusive economy.

2 2017. Opel is therefore ultimately controlled by PSA, which is not controlled by any firms and its shares are listed and widely held on the Paris Stock Exchange. PSA is the parent company of a French-based group active worldwide that manufactures and supplies passenger cars, light commercial vehicles and automotive components for motor vehicles. One of the three divisions of the PSA Group of companies, whose business operations are relevant to this transaction is its automotive division that is involved in the design, manufacture and sale of passenger cars and light commercial vehicles under Peugeot, Citroen and DS brands. In South Africa, PSA controls numerous firms, most notably of which is Peugeot Citroen South Africa Proprietary Limited (PCSA). In South Africa, the PSA Group imports and supplies passenger vehicles and commercial vehicles. In respect of passenger vehicles, it supplies mini vehicles, small vehicles, medium vehicles, large vehicles, sport-utility vehicles, multi-purpose vehicles and sports vehicles. In respect of commercial vehicles, it supplies only light commercial vehicles. In South Africa, the only light commercial vehicle supplied by PSA is its Peugeot Partner panel van. The PSA Group s vehicles are supplied to PCSA. PCSA in turn retails the vehicles to customers in South Africa through the PSA Group s affiliated dealerships. The primary target firm is the Opel Distribution Network and the Chevrolet Distribution Network currently operated by GMSA. The Opel Distribution Network entails importing Opel branded vehicles and the spare parts, components and accessories ( Aftersales Parts ) related to Opel vehicles. The Chevrolet Aftersales Distribution Network entails importing Aftersales Parts for Chevrolet, Saab, Cadillac and Hummer branded vehicles. Post-merger, Opel branded vehicles and Aftersales Parts for Opel branded vehicles will still be retailed in South Africa, whereas only Aftersales Parts for Chevrolet, Saab, Cadillac and Hummer branded vehicles will be retailed in South Africa as the sale of the actual branded vehicles will be discontinued from 1 January GMSA is controlled by Boco Proprietary Limited, which is ultimately controlled by GM. GM is a public company listed on the New York Stock Exchange and is not controlled by any single firm. The Commission found that this transaction is unlikely to raise any competition concerns in any market. The Commission finds that this merger raises public interest concerns related to employment and the ability of small businesses or businesses owned by historically disadvantaged persons to become competitive. In remedying these concerns, the Commission imposed a condition that a total of 18 GMSA employees will be transferred to Opel South Africa ( Opel SA ) and that Opel SA must endeavour to appoint certain dealerships to its anticipated dealership network post-merger to service the Opel Distribution Network and the Chevrolet Aftersales Distribution Network. 1.3 Thebe Investment Corporation (Pty) Ltd v New Africa Investments Ltd and Kaya FM (Pty) Ltd The Commission has recommended to the Tribunal that the proposed transaction be approved without conditions, whereby Thebe Investment Corporation (Pty) Ltd (TIC) intends to acquire New Africa Investment Limited (NAIL) and Kaya FM (Pty) Ltd (Kaya FM). TIC is an investment company. It holds interests in companies that operate mainly in the following sectors: tourism, mining resources, infrastructure, renewable energy, petrochemicals, financial services and healthcare. NAIL and Kaya FM are the primary target firms. NAIL is controlled by Primedia (Pty) Ltd. NAIL is an investment holding company with investments only in Kaya FM. Kaya FM operates as a commercial radio station that broadcasts within the Gauteng area. The station broadcasts both talk and music content. The proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns. 1.4 Discovery Health Medical Scheme v University of Witwatersrand, JHB Staff Medical Aid Fund The Commission has approved the proposed merger, without conditions, whereby Discovery Health Medical Scheme (DHMS) intends to acquire the University of Witwatersrand, Johannesburg Staff Medical Fund (WitsMed). DHMS operates as an open medical scheme which any member of the public can join, provided that the relevant contributions are paid. DHMS offers its members a choice of 23 benefit options. The benefit options being offered by 2

3 DHMS include Executive Plan, Comprehensive Series, Priority Series, Saver Series, Core Series, Smart Series and KeyCare Series. These options offer various benefits to the members. WitsMed operates as a restricted membership medical scheme for employees and former employees of the University of Witwatersrand. WitsMed offers two benefit options, the Standard Option and the Network Option. The Commission concludes that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns. 1.5 Bearing Man Group (Pty) Ltd v The Fenner sales and service business as well as certain distribution rights and customers contracts of Fenner Conveyor Belting (Pty) Ltd The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby Bearing Man Group (Pty) Ltd (BMG) intends to acquire the Fenner sales and service business as well as certain distribution rights and customers contracts (target businesses) from Fenner Conveyor Belting (Pty) Ltd (Fenner) as a going concern. BMG is a specialist distributor of bearings, seals, power transmission components, electric and geared motors, belting, fasteners, filtration and hydraulics predominately used in the design, assembly, maintenance and service of machinery in industrial plants (such as mine machinery and paper mills). Of relevance to the proposed transaction are BMG s activities with respect to the supply and servicing of conveyor belting products. The target businesses are active in the sale, servicing and distribution of heavy material handling conveyor belting and ancillary products in South Africa. These products are used predominantly in the coal mining industry and include solid woven conveyor belting, steel cord conveyor belting, rubber fabric plied conveyor belting, belt monitoring units and related components, (conveyor belting splicing kits, pulley lagging, and rubber sheeting). The target business does not itself manufacturer any of the above products. On the other hand, Fenner manufactures most of the above mentioned products and it will continue to manufacture the above mentioned products as Fenner s manufacturing operations do not form part of the proposed transaction. The Commission is of the view that the proposed transaction is unlikely to substantially prevent or lessen competition in any of the relevant markets in South Africa. In addition, the proposed transaction does not raise any public interest issues. 1.6 Unemployment Insurance Fund duly represented as by Public Investment Corporation SOC Ltd v Clinix Health Group Ltd The Commission has recommended to the Tribunal that the proposed transaction be approved, without conditions, whereby the Unemployment Insurance Fund (UIF) acting through its authorised representative the Public Investment Corporation SOC Limited (PIC) intends to acquire Clinix Health Group Limited (Clinix). The UIF falls under the Department of Labour and aims to improve payment of benefits to UIF beneficiaries, improve revenue collection from employers, participate in government initiatives to create and sustain decent employment and to administer UIF operations effectively. The UIF has investments in various entities involved in the poultry, renewable energy, transport and logistics industries. The PIC is a state-owned company providing asset management services with the majority of its clients being pension, provident, social security and guardian funds. The PIC is a representative of the Government Employees Pension Fund, the Compensation Fund and UIF in terms of the mandate it has with all three principals. Through its Isibaya Fund, the PIC, as part of its developmental investment mandate, is a major funder of empowerment transactions. Clinix has established a number of private hospitals across the Gauteng and North West provinces, built in or around lower income areas targeting specifically lower income earners. These hospitals are constructed in peri-urban areas, 3

4 providing quality healthcare to previously underserved and low income communities at affordable rates. Clinix also runs several hospitals in a Public Private Partnership. Clinix also operates a health academy. The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, the proposed transaction does not raise any public interest concerns. 1.7 Deneb Investments Ltd v New Just Fun Group (Pty) The Commission has recommended to the Tribunal that the proposed merger be approved, with conditions, whereby Deneb Investment Limited (Deneb) intends to acquire New Just Fun Group Proprietary Limited (Just Fun) from Main Street Holdings Proprietary Limited (Main Street). Deneb is controlled by Hosken Consolidated Investment Limited (HCI). The HCI Group is invested in a diverse range of industries, including: hotel and leisure; interactive gaming; media and broadcasting; transport; mining; industrial and textile manufacturing; branded product distribution and real estate. Just Fun is an importer and distributor of traditional toys in South Africa, and has distribution rights to, inter alia, the following branded toys: Paw Patrol, Zoomer, Tech Deck, Ja-Ru, Fairy Doors and Kinetic Sand. The Commission found that this merger will result in 29 jobs being lost. The Commission and the merging parties have agreed to a condition which will see the merged entity offer employment to the employees that will lose their jobs as a result of the merger. Further, if any employee is unable to take up employment at the merged entity due to the need to relocate, such employees must be granted access to a reskilling allowance which is aimed at increasing such employee s prospects of securing re-employment in the future. 1.8 Truworths International Ltd v Loads of Living (Pty) Ltd The Commission has approved the proposed merger, with conditions, whereby Truworths International Limited (Truworths) intends to acquire Loads of Living (Pty) Ltd (Loads of Living). Truworths is a retailer of fashion merchandise selling, inter alia, clothing, footwear and fashion accessories. Truworths sells its merchandise on credit and for cash under private labels such as Daniel Hechter, Inwear, Truworths Man, Truworths, Fine Jewellery, Elements, Identity YDE, Uzzi and Ltd. Truworths currently has stores in South Africa, Africa, the United Kingdom and Europe. Loads of Living retails bedroom and bathroom textiles, soft furnishings and related accessories, under the homeware brand Loads of Living. Loads of Living s product list consists of duvet covers, pillowcases, blankets and throws, duvet inners and pillows, bath accessories, bath products, towels and mats, lined curtains in tape and eyelets, scatter cushions and lifestyle products. The Commission is of the view that this transaction is unlikely to substantially prevent or lessen competition in may market Old Mutual Retirement Accommodation Fund (Pty) Ltd v Faircape Life Right Holdings (Pty) Ltd The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby Old Mutual Retirement Accommodation Fund (Pty) Ltd (OMRAF) intends to acquire Faircape Life Rights Holdings (Pty) Ltd (FLRH). OMRAF is an investment fund which focuses on the growing need for South African retirement accommodation, by investing in new developments and by funding acquisitions of existing retirement housing projects. OMRAF primarily focuses on life right, sectional title, freehold and rental investments. FLRH invests in retirement accommodation. The company owns and operates retirement accommodation facilities situated in the Western Cape.

5 5 The Commission is of the view that the proposed transaction is unlikely to substantially prevent or lessen competition in the retirement accommodation market. In addition, the proposed transaction does not raise any public interest concerns HCI 111 Commissioner (Pty) Ltd v Redefine Properties Ltd in respect of property known as 111 Commissioner Street The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby HCI Commissioner (Pty) Ltd (HCI 111 Commissioner) intends to acquire the property known as 111 Commissioner Street from Redefine Properties Limited (Redefine) as a going concern, including immovable property, buildings, lease agreements and movable assets. HCI 111 Commissioner is a property holding special-purpose vehicle that is controlled by HCI Limited. The HCI Group holds interests in various industries including hotel and leisure, interactive gaming, media and broadcasting, transport, mining, clothing and the property sector. Relevant to this transaction is the HCI Group s property portfolio. The primary target firm is the property letting enterprise known as 111 Commissioner Street, a multi-storey building located at 111 Commissioner Street, Johannesburg CBD, Gauteng. It comprises rentable Grade B office as well as street level retail space. 111 Commissioner Street is currently managed by Redefine, a property investment firm and real estate investment trust. The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any of the affected markets. In addition, the proposed transaction does not raise any public interest concerns Vestfund (Pty) Ltd v DiverCity Urban Renewal Fund (Pty) Ltd and Buffprop 1 (Pty) Ltd and the Property Letting Enterprise The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby Vestfund (Pty) Ltd (Vestfund) intends to acquire DiverCity Urban Renewal Fund (Pty) Ltd (DiverCity Fund). The proposed transaction will be implemented by Vestfund acquiring control of DiverCity Fund and DiverCity Fund acquiring four property holding companies and one property letting enterprise from the Seed Partners which include Atterbury Property Holdings (Pty) Ltd (Atterbury), Propertuity Development (Pty) Ltd (Propertuity) and Vestfund. Vestfund is a diversified investment company, with a specific focus on property holdings and investments. Vestfund s joint controllers, Old Mutual Life Assurance Company (South Africa) (Pty) Ltd and Circlevest Property Holdings (Pty) Ltd are engaged in a variety of businesses including asset management, life insurance, banking and investment products and property holding investments, respectively. DiverCity Fund is a property investment and holding company which currently holds an interest in Sterland Property Development which is a property holding special purpose vehicle which owns the property letting enterprise known as Sterland Centre. Atterbury is a private property investment, development and asset management firm which holds and manages a diversified property portfolio comprised of residential, commercial, retail, industrial and mixed-use properties. Genesis Properties is a property investment, development and holding company which holds a diversified property portfolio comprised of prime commercial, retail and industrial properties. PAN Africa Developments is a property holding special purpose vehicle which holds the property letting enterprise known as the PAN Africa Mall. Buffprop 1 is a property holding special purpose vehicle which owns the property letting enterprise known as Pixley House and is controlled by Propertuity. The Situation East Building is a multi-storey residential building located in the Johannesburg CBD. Propertuity is a property investment company with a focus on property development and regeneration of urban property.

6 6 The Commission is of the view that the proposed transaction is unlikely to substantially prevent or lessen competition in the market for rentable residential property. In addition, the proposed transaction does not raise any public interest concerns Main Street 1477 (Pty) Ltd trading as Amrod v Wizard Collective (Pty) Ltd The Commission has recommended to the Tribunal that the proposed merger be approved the proposed transaction, without conditions, whereby Main Street 1477 (Pty) Ltd trading as Amrod intends to acquire the entire issued share capital of Wizard Collective (Pty) Ltd (Wizard) from Westbrook Investments (Pty) Ltd and Sasfin Private Equity Investment Holdings (Pty) Ltd. Amrod is active in the wholesale of various branded promotional products such as apparel and gifts to distributors and re-sellers who on-sell these products to customers predominately in the corporate sector. Amrod distributes both imported promotional products and promotional products which are locally produced. Amrod also owns an in-house branding facility which it uses to do branding for its customers. Amrod is a trade-only supplier and does not retail directly to end-users. Wizard is jointly controlled by Westbrook Investments (Pty) Ltd and Sasfin Private Equity Investment Holdings (Pty) Ltd. Sasfin Private Equity is a subsidiary of Sasfin Holdings Limited. Wizard controls Wizard Promotions (Pty) Ltd. Wizard is active in the wholesale of various branded promotional products such as apparel, gifts and chef wear to distributors and re-sellers who on-sell these products to customers predominately in the corporate sector, educational and marketing sectors. Wizard distributes both imported promotional products and promotional products which are locally produced. Wizard has full showrooms, sampling and dispatch facilities in Pretoria, Cape Town, Durban, Port Elizabeth, Bloemfontein, East London and Nelspruit. Wizard is a trade only supplier and does not retail directly to end-users. The proposed transaction is unlikely to substantially prevent or lessen competition in any of the affected market. In addition, the proposed transaction is unlikely to raise any other public interest concerns Valeo Thermal Commercial Vehicles Germany GmbH (Pty) Ltd v Mornay Trading (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Valeo Thermal Commercial Vehicles Germany GmbH (Valeo Thermal) intends to acquire Mornay Trading (Pty) Ltd t/a Transfrig (Transfrig). German company, Valeo Thermal, is owned by Valeo Holdings GmbH which is controlled by Valeo Bayen. Valeo Bayen is controlled by Valeo Societe Anonyme (Valeo SA). These entities make up the Valeo Group which supplies climate control systems and assembles and supplies front end modules for passenger cars. It also provides aftersales service. Transfrig, controlled by the Woody Trust, does not control any firm. It makes and supplies refrigeration systems products and technology for commercial vehicles which transport perishable goods in Southern Africa, Nigeria and Kenya. Transfrig s commercial vehicles refrigeration systems achieve temperatures in the range of -25 to 0 degrees Celsius. The Commission is of the view that the proposed transaction will not result in the substantial prevention or lessening of competition in any market in South Africa. In addition, the proposed transaction does not raise any public interest concerns Nova Property Group Holdings Ltd v Nova Nominees (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Nova Property Group Holdings Limited (Listco) intends to acquire Nova Nominees (Pty) Ltd (Nova Nominees).

7 Listco was formed and incorporated by natural persons. Listco is not controlled by any firm and also does not control any firm. Listco is a newly formed company with no business activities. Nova Nominees is not controlled by any firm. Nova Investments wholly owned subsidiaries are Centro Property Group (Pty) Ltd, Frontier Accounting and Secretarial Services (Pty) Ltd and property SPV firms reflected in Nova PropGrow. Nova PropGrow, which forms part of the target firm, is engaged in investing, development and rental of commercial and residential property. The proposed transaction is unlikely to substantially prevent or lessen competition in any market. In addition, there are no public interest concerns Systra Société Anonyme à Directoire et Conseil de Surveillance SA and Iliso Consulting (Pty) Ltd v Nako Systra (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Systra Société Anonyme à Directoire et Conseil de Surveillance SA (Systra SA) and Iliso Consulting (Pty) Ltd t/a Nako Iliso (Nako Iliso) intend to acquire Nako Systra (Pty) Ltd. Systra SA is an international engineering and consulting group with worldwide experience in the field of providing engineering services for mass transit modes such as railways, metro, monorails, tramways and buses throughout the entire lifecycle of a given mass transit project. Nako Iliso is a consulting engineering company that focuses on structural engineering, civil engineering, transportation, roads, project management and environmental management. Nako Systra is jointly owned and controlled by Nako Iliso and Systra SA. Nako Systra is a newly established joint venture company, established for the purpose of jointly providing transport infrastructure engineering solutions, the scope of which will include mass transit such as bus rapid transit and rail, freight rail and logistic systems and transport planning. The Commission is of the view that the proposed transaction is unlikely to substantially prevent or lessen competition in the market. In addition, there are no public interest concerns DNI- 4PL Contracts (Pty) Ltd v The StarterPack Company (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby DNI- 4PL Contracts (Pty) Ltd intends to acquire The StarterPack Company (Pty) Ltd. The primary acquiring firm, through DNI Retail (Pty) Ltd and M4JAM (Pty) Ltd, sells and distributes mobile phone starter packs to wholesalers in Gauteng. The wholesalers, in turn, sell nationwide to retailers, shop owners and corporate clients like banks. The company also provides training and employment through a computer application which connects job seekers with prospective employers. StarterPack Company does not own or control any firms and operates in the market for the sale and distribution of cell phone starter packs to retailers throughout South Africa. The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in the national market for the wholesale sale and distribution of mobile starter packs as there are alternatives in the market. In addition, the proposed transaction does not raise any public interest concerns. 2 Non Referrals: The Commission has taken a decision to non-refer (not to prosecute) the following cases: 2.1 African Pipe Industries (Pty) Ltd v Arcelomittal South Africa Ltd and Pipe and Tube Manufacturers 7

8 8 2.2 CER Entrepreneurship V AFMS Group 2.3 Ravhudzulo Tshidimaki v Clover Industries Ltd, Parmalat SA (Pty) Ltd and Vector Logistics Ltd 2.4 Albert Wessels v Minus 40 and others 2.5 Limpopo Safety and Security Liason Department v Hlakozen Trading Enterprise and Mmapeteku Trading 2.6 Anonymous v Pretor Management, M&T Properties, Suppliers, Body Corporate and HOA 2.7 Lucky Ronald Mence v Pepermossie Guest House 2.8 John Louis on behalf of Pink Loerie Marai Gras and Arts Festival Southern Africa Foindation and World Gay Foundation v Bruce Walker, Bruce Walker Events [ENDS] Issued by: Sipho Ngwema, Head of Communications On behalf of: The Competition Commission of South Africa Tel: / / SiphoN@compcom.co.za Find us on the following social media platforms: Twitter: Instagram: Sound Cloud: Facebook, Linkedin and Competition Commission SA Competition CompComSA The Competition Commission South Africa