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Titan Premier Investments (Pty) Ltd and Western Crown Properties 64 (Pty) Ltd (121/LM/Nov07) [2008] ZACT 2 (14 January 2008)

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COMPETITION TRIBUNAL OF SOUTH AFRICA


Case No: 121/LM/Nov07

In the matter between:


Titan Premier Investments (Pty) Ltd Acquiring Firm


And


Western Crown Properties 64 (Pty) Ltd Target Firm



Panel : D Lewis (Presiding Member), Y Carrim (Tribunal Member),

and M Mokuena (Tribunal Member)

Heard on : 19 December 2007

Order Issued : 19 December 2007

Reasons Issued: 14 January 2008


Reasons for Decision


Approval


  1. On 19 December 2007 the Tribunal unconditionally approved the merger between Titan Premier Investments (Pty) Ltd and Western Crown Properties 64 (Pty) Ltd. The reasons for that decision follow.


The transaction and parties


  1. Titan Premier Investments (Pty) Ltd (“Titan”) is acquiring the sale equity, which includes all the issued share capital as well as claims against loan account, held by the Bravura 5 Trust in Western Crown Properties 64 (Pty) Ltd (“Western”). On completion of the transaction Titan will be the sole shareholder in Western.


  1. Titan is controlled by Titan Group Investments which is ultimately controlled by the Christo Wiese Family Trust.


  1. Western is controlled by the Bravura 5 Trust, its two trustees being Ian Peter Matthews and Sophia Maria Hay.


Rationale for the transaction


  1. Titan intends to utilize Western’s distributable reserves for the declaration of dividends to its prospective preference shareholders. The Bravura 5 Trust indentified the transaction as an opportunity to realize its investment in Western.


The parties’ activities


  1. Titan is an investment company which holds investments in property, hotel management, farming, events organising, wine making retail and mining.


  1. According to the merging parties, Western is a non-trading entity which has never conducted any business and has no employees. However Western is the beneficiary to several trusts and owns assets in the form of reserves, namely share capital and a deferred tax asset.


Competition analysis


  1. The proposed transaction does not result in any horizontal overlap and is therefore unlikely to substantially prevent or lessen competition in any market.


Conclusion


  1. The transaction does not give rise to any competition concerns or any public interest issues. The transaction is accordingly approved unconditionally.





________________ 14 January 2008

Y Carrim Date

Tribunal Member


Concurring: D Lewis and M Mokuena


Tribunal Researcher : R Badenhorst

For the merging parties: Jan S De Villiers

For the Commission : M Mashaba (Mergers and Acquisitions)