1.1 McCarthy Ltd v Cargen (Pty) Ltd, specifically the Paarl Ford & Mazda dealership and the Stellenbosch Ford dealership

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1 Weekly Media Statement For immediate release 9 November 2017 LATEST DECISIONS BY THE COMPETITION COMMISSION 1. Key decisions on mergers and acquisitions 1.1 McCarthy Ltd v Cargen (Pty) Ltd, specifically the Paarl Ford & Mazda dealership and the Stellenbosch Ford dealership The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby McCarthy Limited (McCarthy) intends to acquire the Paarl Ford & Mazda dealership and the Stellenbosch Ford dealership (target dealerships) from Cargen (Pty) Ltd (Cargen). McCarthy, a wholly owned subsidiary of Bidvest Limited, sells new and used passenger and commercial vehicles. It owns and operates dealerships and acts as intermediary in relation to the provision of finance and insurance services and provides after sale services such as repairs. Of relevance to the proposed transaction are McCarthy dealerships located in the Western Cape. The primary target firms are the target dealerships controlled by Cargen. These sell new and used Ford and Mazda vehicles, branded parts, accessories and tyres. They also repair vehicles in the Western Cape. The dealerships also act as intermediaries in the provision of finance and insurance services. The proposed transaction is unlikely to substantially prevent or lessen in any market. In addition the proposed transaction does not raise any public interest concerns. 1.2 Absa Bank Ltd v Pacific Heights Investments 196 (Pty) Ltd The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby Absa Bank Limited (Absa Bank) intends to acquire Pacific Heights Investments 196 (Pty) Ltd (Pacific Heights). Absa Bank is a financial services provider which provides a diverse range of retail, business, corporate and investment banking services. Pacific Heights is active in the market for the acquisition, investment and letting of property assets. The proposed transaction is unlikely to substantially prevent or lessen competition in the Sandton Property Market. In competition regulation for a growing and inclusive economy.

2 2 1.3 PSG Retirement Holdings v Evergreen Retirement Holding The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby PSG Retirement Holdings (Pty) Ltd (PSG Retirement) intends to acquire Evergreen Retirement Holdings (Pty) Ltd (ERH). The PSG Group of companies holds controlling and non-controlling interests in a number of public and private companies across a broad spectrum of industries, which includes banking, education, financial services and the food sector. PSG Financial Services is the primary investments company for the acquiring group. In its capacity as a holding company, it does not sell any products or provide any services. PSG Retirement is a newly established firm and is not active in the market for retirement accommodation in South Africa. The acquisition of ERH will mark its entry into the market. The target group is a developer, owner and manager of retirement villages in the private sector. It has lifestyle villages situated in the Western Cape and surrounding areas and Johannesburg, in Gauteng. The proposed transaction is unlikely to substantially prevent or lessen competition in any market in South Africa. In addition, the proposed transaction does not raise any public interest issues. 1.4 Community Property Company (Pty) Ltd v The immovable property comprising Heidelberg Mall The Commission has recommended to the Tribunal that the proposed merger be approved, without conditions, whereby Community Property Company (Pty) Ltd (CPC) intends to acquire Heidelberg Mall from Flanagan and Gerard Investments (Pty) Ltd (F & G), Dzana Investments (Pty) Ltd (Dzana) and Dissilio Investments (Pty) Ltd (Dissilio). CPC is a property holding and investment company that specialises in the acquisition of new and existing shopping centres which cater to the needs of underserviced communities throughout South Africa. CPC is wholly-owned by Community Property Holdings Limited which is, in turn, ultimately controlled (through various holding companies) by Old Mutual Group Holdings (SA) (Pty) Ltd. CPC does not control any firm but it invests in retail property. It owns retail properties throughout the country. The Heidelberg Mall is a regional shopping centre situated at Jacobs Street, Military Base, Heidelberg, Gauteng. It only comprises retail letting and storage space. The Mall is situated off the N3 highway between the suburb of Bersig and the existing Heidelberg CBD. The Commission is of the view that the proposed transaction is unlikely to substantially prevent or lessen competition in the market for comparative centres. In addition, there are no public interest concerns. 1.5 Choppies Supermarkets South Africa (Pty) Ltd v Fixtrade 341 CC The Commission has approved the proposed transaction, without conditions, whereby Choppies Supermarkets South Africa (Pty) Ltd intends to acquire Fixtrade 341 CC. Choppies controls a number of firms. Choppies SA owns Choppies Warehousing Services SA (Pty) Ltd, Motopi SA (Pty) Ltd and Choppies Logistics (Pty) Ltd. Choppies SA is active in the market for the retail of

3 grocery products with stores located in various parts of South Africa. Choppies SA also warehouses and distributes dry and perishable goods to its various Choppies stores. The primary target firm is Fixtrade 341 CC t/a Arizona Wholesale and Butchery (Arizona), a company which is active in the retail of grocery products with eight branches in rural KwaZulu Natal. The relevant grocery store for the purpose of the proposed transaction is located in Pongola. The proposed transaction is unlikely to substantially prevent or lessen competition. In addition, the proposed transaction does not raise any public interest concerns Lionel s Vets Holdings (Pty) Ltd v Roelcor Malmesbury (Pty) Ltd The Commission has approved the proposed transaction, without conditions, whereby Lionel s Vets Holdings (Pty) Ltd (Lionel s Vets) intends to acquire Roelcor Malmesbury (Pty) Ltd (RCM). Lionel s Vets consists of a conglomerate of entities active in the agri sector within Southern Africa (primarily the Western Cape). The products and services that the group offers range from feed additives, dog food, veterinary supplies and equipment, the production of fresh milk and the production of cheese which it markets on a wholesale basis. RCM is active in the procurement of livestock directly from primary producers of beef, pork and lamb for slaughtering; selling of carcasses to the retail; selling of fresh primal cuts to the retail; selling of frozen beef, pork and chicken to the retail; selling of offal beef, pork and lamb to the informal market; and contract slaughtering for beef, pork and lamb. The proposed transaction is unlikely to substantially prevent or lessen competition in any markets. In 1.7 AFHCO Consortium (Pty) Ltd v Founders Hill Erf 18 and Erf 19 Residential Units owned by JR 209 The Commission has approved the proposed merger, without conditions, whereby AFHCO Consortium (Pty) Ltd intends to acquire Founders Hill Erf 18 and Erf 19 Residential Units owned by JR 209. AFHCO is a wholly-owned subsidiary of SA Corporate Real Estate Limited (SACREL). SACREL controls a number of firms. The AFHCO Consortium is a newly established entity and does not control any firms. AFHCO is a developer and investor in affordable housing and commercial property in the Johannesburg inner-city. AFHCO s complete property portfolio comprises of residential, retail, office and industrial property. JR 209 is property investment and development company with a focus on residential, commercial and industrial properties within the Modderfontein precinct.

4 1.8 AFHCO Holdings (Pty) Ltd v President Towers (Pty) Ltd in respect of residential property known as Calderwood Lifestyle Estate The Commission has approved the proposed merger, without conditions, whereby AFHCO Holdings (Pty) Ltd intends to acquire President Towers (Pty) Ltd in respect of residential property known as Calderwood Lifestyle Estate. AFHCO and its firms are collectively referred to as the acquiring group. AFHCO is a developer and investor in affordable housing and commercial property in the Johannesburg inner-city. AFHCO s property portfolio comprises residential, retail, office and industrial property. The primary target firm is President Towers (Pty) Ltd (President Towers) in respect of residential property known as Calderwood Lifestyle Estate (target property) located in Benoni. Calderwood does not control any firm. President Towers is a real estate investment company which merely holds the target property as an asset. The proposed transaction is unlikely to substantially prevent or lessen competition in the market for the provision for rentable residential space. In addition, there are no public interest concerns Growthpoint Properties Limited v The Vacant Portion of Land Known AsThe Sugarmills Land owned by K (South Africa) (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Growthpoint Properties Limited (Growthpoint) intends to acquire the vacant portion of land known as The Sugarmills Land owned by K (South Africa) (Pty) Ltd. Growthpoint is a property investment holding company listed on the JSE. Growthpoint s property portfolio consists of rentable retail, office and industrial space. The bulk of Growthpoint s properties are situated in Gauteng, with the remainder located in the Western Cape, KwaZulu-Natal and the Eastern Cape. For purposes of the proposed transaction, Growthpoint owns various industrial properties in KwaZulu Natal. The primary target firm is the vacant portion of land owned by K (South Africa) (Pty) Ltd (K2012), situated at Erf 2163 Mount Edgecombe, KwaZulu Natal. The vacant portion of land is known as Sugarmill Land. K2012 is wholly-owned by Old Mutual Real Estate Holding Company (Pty) Ltd, which is ultimately controlled by OM Group (UK) Limited. K2012 is a diversified property ownership company which holds a property portfolio comprised of vacant land, retail, hospitality and office properties. The Sugarmill Land which is vacant land but has been zoned for industrial use, is situated on Siphosethu Road, Mount Edgecombe, KwaZulu Natal DCT Holdings (Pty) Ltd v Sintex Integration Services (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby DCT Holdings (Pty) Ltd intends to acquire Sintex Integration Services (Pty) Ltd.

5 DCT is an active ICT investment holding company. It consolidates its main South African operating assets into two operating and trading clusters: an ICT Distribution Cluster (offering hardware and software products) and an ICT services and solutions cluster (offering ICT implementation solutions, IT consulting, project management, system integration, IT security, internet, data and voice services, outsourcing as well as complimentary products and service categories such as fire detection and prevention, audio visual technology, building management and access control as well as solar solutions). The primary target firm is Sintrex Integration Services (Pty) Ltd (Sintrex), an Original Equipment Manufacturer and supplier of infrastructure and network monitoring software. This infrastructure network monitoring software can be used in conjunction with products that are developed by competing developers including Cisco, Microsoft, Huawei, HP Enterprises and Computer Associates. Sintrex supplies its software solutions to resellers or system integrators like Dimension Data (Pty) Ltd, DCX and Telkom Limited Quefin (Pty) Ltd v Blaauwklippen Agricultural Estates Stellenbosch (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Quefin (Pty) Ltd (Quefin) intends to acquire Blaauwklippen Agricultural Estates Stellenbosch (Pty) Ltd (Blaauwklippen). Quefin is a newly established entity and a wholly-owned subsidiary of ATMG Holdings (Pty) Ltd (ATMG Holdings) which is jointly controlled by the Groenpunt Trust and the ATM Beleggingstrust. Both trusts are registered in South Africa. Quefin does not control any firms. The ATM Group is primarily a property development and management company. It has its head office in Stellenbosch, with regional offices in Kimberley and Kathu in the Northern Cape. The ATM group specializes in the development of commercial office parks, retail shopping centres, medium and high income residential estates, and healthcare and hospital facilities. The group is also involved in managing commercial properties and the sale and leasing of properties. The ATM Group also holds certain non-property related private equity investments. Blaauwklippen is controlled by Blue Lion GmbH, a private company duly incorporated under the laws of Germany. Blaauwklippen does not control any firms. It is a wine estate situated along the Wine Route in Stellenbosch. The estate comprises of a vineyard, a bistro and facilities for hosting weddings, conferences and other functions. Blaauwklippen s primary activity is the production and distribution of still and sparkling wines under the Blaauwklippen brand. All its wines are produced on the wine estate and sold locally and internationally. Blaauwklippen also produces specialty brandy and sells certain brands of gin. The wine estate also serves as a tourist attraction along the Wine Route, it also offers wine tasting and hosts family markets Linde Plc v Linde AG and Praxair Inc The Commission has approved the proposed merger, without conditions, whereby Linde Plc (Linde Plc) intends to acquire Linde AG (Linde) and Praxair Inc (Praxair).

6 Linde Plc is a company incorporated under the laws of Ireland, incorporated by Linde and Praxair for the sole purpose of affecting the proposed transaction. Linde, an international gas and engineering company, is listed on the German Stock Exchange. Linde operates in South Africa through various subsidiaries, including African Oxygen Limited, a company listed on the Johannesburg Securities Exchange Limited and Afrox (Pty) Ltd (Afrox). Praxair, an industrial gases and surface technology company, is listed on the New York Stock Exchange. Praxair does not control any firm in South Africa. However, Dominion Technology Gases Limited (Dominion), a wholly-owned subsidiary of Praxair which is registered in Scotland, has limited presence in South Africa through a commercial arrangement with an unrelated South African company, namely, My Gas Spear REIT Limited v Erf Parrow situated on 100 Fairway Close, Parrow, Cape Town The Commission has approved the proposed merger, without conditions, whereby Spear REIT Limited (Spear) intends to acquire Erf Parrow situated on 100 Fairway Close, Parrow, Cape Town. Spear is listed as a Real Estate Investment Trust on the main board of the Johannesburg Securities Exchange Limited and is not directly or indirectly controlled by any person. The primary target firm is the immovable property and rental enterprise known as Erf Parrow situated on 100 Fairway Close, Parrow, Cape Town. The property is wholly owned by MW Property (Pty) Ltd (MW Property), which is not directly or indirectly controlled by any firm Dolberg Premium (Pty) Ltd v FRS Rental Services (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Dolberg Premium (Pty) Ltd (Dolberg Premium) intends to acquire RFS Rental Services (Pty) Ltd (FRS Rental Services). The Dolberg Premium Group comprises of investment holding companies, dormant companies and several operative firms active in the provision of fiduciary services, the provision of surveillance and security products and solutions, the provision of financial services, the importation and distribution of electronics and mostly photographical equipment in South Africa, and the provision and facilitation of financial support to clients. The FRS Rental Group is active in the provision of medium to long term moveable asset rental solutions primarily to corporate customers, select government sectors and SMEs. Its product offering includes primarily operating leases but it also offers vendors finance programmes, insurance, management of physical assets under lease, extended leases, off-lease IT refurbishment, storage and sales, rent-to-own products and techno/financial advisory services on equipment leases, future value estimations and endof-term disposal solutions.

7 SMG Ballito (Pty) Ltd v PUV Trading (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby SMG Ballito (Pty) Ltd (SMG) intends to acquire PUV Trading (Pty) Ltd. SMG is a special purpose vehicle. The Sean McCarthy Trust (McCarthy Trust) owns SMG. No other firm control the McCarthy Trust. The McCarthy Trust owns and controls a number of firms. The acquiring group owns a property portfolio company, which owns properties from which two of the McCarthy Trust s retail motor dealerships operate. The primary target firm is PUV Trading (Pty) Ltd trading as Ballito Autohaus (Autohaus). Autohaus is owned by Umhlali Farmers Services Trust (Umhlali Trust). Umhlali Trust is not controlled by any firm. Autohaus provides the sale of new and used BMW passenger vehicles through the dealership, the provision of workshop services and parts sales. In addition, finance and insurance support services are made available to purchasers of vehicles at the dealership Supertech Pietermaritzburg Limited v SMG Auto Pietermaritzburg (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Supertech Pietermaritzburg Limited intends to acquire SMG Auto Pietermaritzburg (Pty) Ltd (SMG). Supertech Pietermaritzburg has been incorporated for this transaction. Sovereign Seeker Investments (Pty) Ltd (Sovereign) owns Supertech Pietermaritzburg and the Simla Trust (Simla) owns Sovereign. Simla and Sovereign own and control several firms. Supertech Pietermaritzburg does not control any firm. Collectively, Supertech Pietermaritzburg and its firms are the acquiring group. The acquiring group operate BMW franchised new and used vehicle dealerships in Durban, Pinetown and Newcastle. The respective dealerships sell passenger vehicles, BMW parts, offer related vehicle servicing and financial and insurance support services to customers purchasing motor vehicles. The acquiring group also operate BMW and MINI approved auto repair centres in Durban and Newcastle and also operates a Motorrad franchised new and used motorcycle dealership in Pinetown. SMG is owned by the Sean McCarthy Trust and one individual. The Sean McCarthy Trust controls a number of firms and property owning companies. SMG and its firms (the target group) owns property for purposes of accommodating and operating dealerships. It also operates two approved repair centres. The target group also provides financial and insurance support services to customers purchasing motor vehicles.

8 Supertech Shelly Beach (Pty) Ltd and Sharp Move Trading 357 (Pty) Ltd v SMG Auto (South Coast) (Pty) Ltd and Sean Mccarthy Properties (Pty) Ltd The Commission has approved the proposed merger, without conditions, whereby Supertech Shelly Beach (Pty) Ltd and Sharp Move Trading 357 (Pty) Ltd intends to acquire SMG Auto (South Coast) (Pty) Ltd and Sean Mccarthy Properties (Pty) Ltd. The primary acquiring firm is Supertech Shelly Beach (Pty) Ltd (Supertech Shelly Beach), a special purpose vehicle and Sharp Move Trading 375 (Pty) Ltd, a private company. Sovereign Seeker Investments (Pty) Ltd (Sovereign) owns Supertech Shelly Beach. The Simla Trust (Simla) owns Sovereign and several other firms including Sharp Move. Sharp Move and Supertech Shelly Beach (Pty) Ltd do not control any firms. The acquiring group operates BMW franchised new and used car dealerships and offers related vehicle servicing and financial and insurance support services to customers purchasing motor vehicles in Durban, Pinetown and Newcastle. It also operates a BMW and MINI approved auto repair centres in Durban and Newcastle. The acquiring group also operates a Motorrad franchised new and used motorcycle dealership which sells BMW motorcycle parts, offers related motorcycle servicing and financial and insurance support services to customers purchasing BMW motorcycles in Pinetown. It owns properties which are used to accommodate the dealerships in Pinetown and Pietermaritzburg. The target firm is SMG Auto (South Coast) (Pty) Ltd (SMG) and Sean McCarthy Properties (Pty) Ltd (SM Properties). The Sean McCarthy Trust (SM Trust) controls both primary target firms. The SM Trust is not controlled by any firm and controls several other firms. SMG and SM Properties do not control any firm. Collectively, SMG, SM Properties and its firms are the target firm. The target group operates motor dealerships involving brands such as BMW, MINI, Jaguar, Land Rover and Toyota in Durban, Pietermaritzburg, Cape Town and Shelly Beach. The target group also operates two approved repair centres in Durban and Cape Town. The respective dealerships provide financial and insurance support services to customers purchasing motor vehicles by those of the SM Trust s subsidiaries which operate retail motor dealerships. 2 Non Referrals: The Commission has taken a decision to non-refer (not to prosecute) the following cases: a) Katleho Siyabonga Buthelezi v 2 evolve operating as Jeanneil sales cc b) Anonymous v Pretor Managing Agent, M&T Properties, Suppliers, Body Corporate and HOA Linked to relations c) Luck Roanald Mence v Pepermossie Guest House

9 d) John Louis on behalf of Pink Loerie Marai Gras and Arts Festival Southern Africa Foundation and World Gay foundation v Bruce Walker, Bruce Walker Events e) Limpopo Safety and Security Liaison Departments v Hlakozen Trading Enterprise and Mmapeteku Trading f) Abert Wessels v Minus 40 and others g) Ravhudzulo Makhuvha Tshidimaki CC v Clover Industries Ltd, Parmalat SA (Pty) Ltd and Vector Logistics Ltd h) CER Entrepreneurship v AFMS Group i) Africa Pipe Industries (Pty) Ltd v Arcelormittal SA Ltd and Pipe and Tube Manufacturers [ENDS] Issued by: Sipho Ngwema, Head of Communications On behalf of: The Competition Commission of South Africa Tel: / / SiphoN@compcom.co.za 9 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