1.1 Amsted Rail Company Inc v The Cast Products Division of Scaw SA (Pty) Ltd

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1 Weekly Media Statement For immediate release 28 March 2018 LATEST DECISIONS BY THE COMPETITION COMMISSION 1. Key decisions on mergers and acquisitions 1.1 Amsted Rail Company Inc v The Cast Products Division of Scaw SA (Pty) Ltd The Commission has approved the proposed merger, with conditions, whereby Amsted Rail Company Inc. (Amsted) intends to acquire the Cast Products Division of Scaw South Africa (Pty) Ltd (Cast Products SA). Amsted is an American company, ultimately a wholly-owned subsidiary of Amsted Industries Incorporated. Amsted Industries is a diversified global manufacturer of industrial components serving primarily the railroad, vehicular and construction and building markets. Cast Products SA is a company incorporated by the Industrial Development Corporation of South Africa (IDC), to which the cast products division (Cast Products) of Scaw South Africa (Pty) Ltd (Scaw) will be transferred, prior to the implementation of the proposed transaction. Cast Products SA does not currently own any firms. The Commission approves the proposed transaction on condition that the merged entity may not, as a result of the proposed merger, retrench any employees in South Africa for 18 months after the implementation date of the merger. In addition, any employees of the merging parties that may be retrenched following the 18 month period shall be the first to be offered employment if vacancies arise within the merged entity and this must occur before vacant positions are advertised externally. This preferential employment will continue for a period of 12 months after the expiry of the moratorium on job losses. 1.2 Petredec Logistics Pte Ltd v Camel Fuels (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Petredec Logistics Pte Limited (Petredec) intends to acquire Camel Fuels (Pty) Ltd (Camel Fuels). Petredec, a Singaporean company, controls Petredec LPG South Africa (Pty) Ltd (Petredec SA), the operational firm for the Petredec Group within the Southern African region. The Petredec Group is a global supplier of Liquefied Petroleum Gas (LPG) and runs shipping activities to transport products in all sectors of the gas market. In South Africa, Petredec imports LPG and then supplies it to the wholesale market. competition regulation for a growing and inclusive economy.

2 Camel Fuels, a South African company, is controlled by Kovacs Investments 220 (Pty) Ltd (Kovacs). Camel Fuels sources LPG and then supplies it as a wholesalers to retailers. 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 Government Employees Pension Fund v CVP Power Plant No.1 Equity SPV (RF) (Pty) Ltd The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby the Government Employees Pension Fund (GEPF) intends to acquire CPV Power Plant No 1 Equity SPV (RF) (Pty) Ltd (Equity SPV). GEPF is represented by the Public Investment Corporation SOC Limited (PIC). The GEPF is a defined benefit pension fund governed by the Government Employees Pension Law. The PIC acts as the asset and fund manager to the GEPF and its mandate is to manage and invest funds on behalf of the GEPF. The PIC is wholly-owned by the South African Government and is the only asset manager that serves South Africa s public sector exclusively. The PIC has invested in many companies within South Africa. Relevant to the proposed transaction, the PIC, on behalf of the GEPF and other clients, has non-controlling interests in a number of independent power producers (IPPs). PIC-aligned IPPs supply solar power to the Eskom national grid. Equity SPV is a special purpose vehicle company and a wholly-owned subsidiary of Soitec Solar GmbH (Soitec), a German company. Equity SPV controls CPV Power Plant No. 1 (RF) (Pty) Ltd (CPV), a special purpose vehicle established for the purpose of designing, developing, constructing and operating a solar energy plant in Touwsrivier, Western Cape. 1.4 RMB Ventures Seven (Pty) Ltd v Gemelli (Pty) Ltd, Sea Green Trading (Pty) Ltd, Springstein Trading (Pty) Ltd, Avonside Trading (Pty) Ltd and Export Unlimited (Pty) Ltd The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby RMB Ventures Seven (Pty) Ltd (RMBV) intends to acquire the Gemelli Group. RMBV is a subsidiary of RMB Private Equity (Pty) Ltd, which is an indirect subsidiary of FirstRand Investment Holdings (Pty) Ltd (FRIHL). FRIHL is a wholly owned subsidiary of FirstRand Ltd. FRIHL and its subsidiaries (including RMBV) form part of the FirstRand Group of companies. The FirstRand Group is an integrated financial services group that offers a range of products and services through a portfolio of business that includes RMBV. RMBV is an investment holding company for shares and investments in unlisted companies. RMBV is managed by RMB, the investment banking arm of FirstRand. The Gemelli Group consists of Gemelli (Pty) Ltd (Gemelli), Seagreen Trading (Pty) Ltd (Seagreen), Springstein Trading (Pty) Ltd (Springstein), Avonside Trading (Pty) Ltd (Avonside) and Export Unlimited (Pty) Ltd (EU). The Gemelli Group is involved in the manufacturing and supply of women s, men s and children s apparel/clothing and accessories. The group s activities include in-house design, development

3 and pattern making, an in-house knitting mill, warehousing, import/export facilities as well as partnerships with suppliers and retail outlets FPG Holdings (Pty) Ltd v Brackenfell Property Trust in respect of Brackenfell Centre The Commission has approved the proposed merger, without conditions, whereby FPG Holdings (Pty) Ltd (FPG Holdings) intends to acquire Brackenfell Property Trust (Brackenfell Property Trust) in respect of the property letting enterprise known as the Brackenfell Centre. FPG Holdings conducts business as a private property fund. It is involved in purchasing, investing and construction of commercial and residential property in South Africa. Collectively as a group, the FPG Group invests in a portfolio of property in the rentable office, retail and industrial sectors, located in various areas in the Western Cape, Northern Cape, Gauteng and North West provinces. Brackenfell Centre is a minor regional retail shopping centre situated in Brackenfell, Cape Town. It comprises rentable retail space and the anchor tenants are Pick n Pay Hyper, Food Lovers Market and Virgin Active. 1.6 Into Africa Mining and Exploration (Pty) Ltd v Wakefield Investments (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Into Africa Mining and Exploration (Pty) Ltd (Into Africa) intends to acquire Wakefield Investments (Pty) Ltd (Wakefield) and certain Sale Assets of Izimbiwa Coal (Pty) Ltd (Izimbiwa). Into Africa is a mining services investment company with interests in coal, coal logistics, coal handling and coal marketing through its subsidiaries. Into Africa focuses on the acquisition of coal assets, coal beneficiation and coal trading in South Africa. Wakefield is a coal investment company that operates coal mines in Side Minerals and Leeuwfontein Myne, both of which only have mining licenses and mining assets that are currently under care and maintenance. Wakefield is controlled by Izimbiwa, whose Sale Assets are also placed under care and maintenance. In essence, the Wakefield and the Sale Assets have no active business operations and have been out of business for more than 7 years. 1.7 Veniogyn (Pty) Ltd v Redefine Properties Limited in the property letting enterprise known as Fedsure Forum

4 The Commission has approved the proposed merger, without conditions, whereby Veniogyn (Pty) Ltd (Veniogyn) intends to acquire Redefine Properties Limited (Redefine) in respect of the property letting enterprise known as Fedsure Forum. Veniogyn is a property holding company controlled by Nthwese Developments, a development and management company with a portfolio of retail, office and residential properties. Redefine is a property loan stock company listed on the JSE and has a specialized portfolio of various office, industrial and retail properties located in South Africa. Relevant to the proposed transaction is the property letting enterprise, Fedsure Forum situated in Pretoria. It comprises Grade B office space and retail space PSG Wealth Financial Planning (Pty) Ltd v ABSA Insurance and Financial Advisers (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby PSG Wealth Financial Planning (Pty) Ltd (PSG Fin Plan) intends to acquire ABSA Insurance and Financial Advisers (Pty) Ltd (AIFA). PSG is an investment holding company that does not sell any products and/or provides any services. PSG holds strategic interests in a number of private and public companies that operate across a broad spectrum of industries, including financial services, banking, private equity, food and related business, education and logistics. Of relevance to the proposed transaction is PSG Fin Plan s activities within the PSG group. PSG Fin Plan is a financial services provider that provides a range of services including financial and investment advice. AIFA is a financial services provider within the Barclays Africa Group that distributes long- and short-term products and non-banking investment products to retail, commercial and corporate clients. Of relevance to the proposed transaction is the PL Business of AIFA, which is the target firm and being sold to PSG Fin Plan. The PL Business of AIFA comprises short-term advisory or broker services in the personal lines short-term insurance services. 1.9 Investec Bank Ltd v Growthpoint Properties Ltd in respect of the property known as 100 Grayston Drive and Merchant Place Parkade Share Block (Pty) Ltd The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby Investec Bank Limited (Investec Bank) intends to acquire the immovable property known as 100 Grayston Drive and Merchant Place Parkade Share Block (Pty) Ltd (Merchant Place Parkade) from Growthpoint Properties Limited (Growthpoint). Investec Bank is a wholly owned subsidiary of Investec Limited, an international specialist bank and asset manager that provides financial products and services to clients in the UK, South Africa and Australia. The Investec Group also owns properties throughout South Africa, including office space in Sandton.

5 5 Growthpoint is a property holding investment company with a property portfolio comprising rentable retail, office and industrial space. Growthpoint's properties are in Gauteng, Western Cape, KZN and Eastern Cape. 100 Grayston Drive is located in Sandton and comprises rentable office space Sherpa Trade and Invest 31 (Pty) Ltd v Vacant land owned by Amber Mountain Invest 64 (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Sherpa Trade and Invest 31 (Pty) Ltd (Sherpa) intends to acquire vacant land owned by Amber Mountain Invest 64 (Pty) Ltd (Amber Mountain). Sherpa is a property development company. The Sherpa Group property portfolio includes residential properties in KZN. Amber Mountain is a property development company. The target property comprises of vacant farm land in Sheffield Beach, KZN Prominent Sites (Pty) Ltd v KT Wash (Pty) Ltd and Tooch and Klopper Properties (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Prominent Sites (Pty) Ltd (Newco) intends to acquire KT Wash and KT Properties. The Tooch Family Trust, through its newly formed subsidiary (Newco), intends to acquire KT Wash and KT Properties from the Klopper Family Trust. Newco is a newly established company which has been incorporated for the purposes of the proposed transaction. The Tooch Family Trust currently owns half of the target firms and does not have interests in other firms that compete with the target firms. Further, the trustees of the Tooch Family Trust do not hold any competing interests. KT Wash makes and packages laundry detergents which it supplies to consumer goods corporations. KT Wash also makes and packages its own house brands, selling these at the factory gate to consumers and traders. KT Properties does not have any business activities apart from the property it leases to KT Wash Tacora Investments (Pty) Ltd / MMI Group Ltd The Commission has approved the proposed transaction, without conditions, whereby Tacora Investments (Pty) Ltd (Tacora) intends to acquire MMI Group Limited (MMI Group) in respect of the property letting enterprise known as Lakeview.

6 Tacora forms part of the SKG Group of companies. These are property holding companies specializing in commercial and industrial property, with a focus on leasing and managing large commercial buildings. SKG Group s property portfolio in Pretoria and surrounds comprises office, retail and industrial properties. MMI Holdings is involved in insurance, asset management, savings, investment, healthcare administration, health risk management, employee benefits and rewards programmes. The MMI Group s property letting enterprise, Lakeview in Centurion, includes rentable office space, immovable property and buildings Non Referrals: The Commission has taken a decision to non-refer (not to prosecute) the following cases: 2.1 Peter Forshaw (Cash Converters) v Cash Crusaders Franchising (Pty) Ltd 2.2 Wesley Tlhone v Retail Stores across SA 2.3 Saicom Voice Services v MTN (Pty) Ltd 2.4 Jeanette Shoba v MTN SA 2.5 Guy Macqueen v Vodacom 2.6 Heather Malcomes v SABC and Department of Communication 2.7 Frank Kubeka Corporate Legal Services V Reyno Skar of Medizone Healthcare Cc 2.8 Emmanuel Mkhize, MD Dotline Media v Newcastle Local Municipality 2.9 JD Van Zyl v Drakenstein Municipality 2.10 Angus Thompson v TT Connect [ENDS]

7 7 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: Instagram: Competition Commission SA Sound Cloud: Competition CompComSA Facebook, Linkedin and YouTube: The Competition Commission South Africa