Merger Alert: Outcome of mergers decided by the Tribunal - 31 October 2024

The Competition Tribunal (“Tribunal”) has conditionally approved the proposed merger wherein Plett Market Square Properties (Pty) Ltd (“PMSP”) intends to acquire the immovable property and letting enterprise known as Market Square from Emira Property Fund Ltd.

The Tribunal found that the transaction does not raise any competition concerns. In respect of public interest considerations, the Tribunal imposed conditions on the merger that involve: (i) PMSP spending specified amounts on HDP-owned service providers to procure computers and effect renovations to ablution facilities at a Plettenberg Bay primary school that services underprivileged communities; (ii) PMSP outsourcing security services to an HDP-owned service provider when the existing contract expires; and (iii) PMSP using reasonable commercial endeavours to negotiate with a certain retailer to remove exclusivity provisions when renewing the lease agreement.

PMSP is a special purpose vehicle, incorporated for purposes of the proposed transaction. The acquiring group is involved in the development, management and letting of retail, commercial and industrial properties.

Market Square is a community shopping centre situated in Plettenberg Bay, in the Western Cape.

The Tribunal has unconditionally approved the proposed merger wherein ARC Financial Services Investment (Pty) Ltd (“ARC FSI”) intends to acquire a specified percentage of the issued ordinary shares in Empower-Fin (Pty) Ltd ("Empower-Fin").

The acquiring group’s investments include banking, asset management, insurance and specialist financial services businesses. Of relevance to this transaction is that the acquiring group, through one of its subsidiaries, is an estate administrator and provider of insurance products by way of a cell captive arrangement. A cell captive arrangement is a business model where a cell owner/shareholder acquires shareholding in a cell captive insurer and performs certain functions on behalf of the cell captive insurer regarding specific insurance products underwritten by the cell captive insurer.

The target group intends to apply for regulatory approval from the Financial Sector Conduct Authority (“FSCA”) in respect of the provision of long-term insurance products. Once, and if, the regulatory license from the FSCA is granted, the target group will provide long-term insurance products.

Issued by:

Gillian de Gouveia, Communications Manager

On behalf of the Competition Tribunal of South Africa

Cell: +27 (0) 82 410 1195

E-Mail: GillianD@comptrib.co.za

Twitter: @comptrib