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COMPETITION TRIBUNAL OF SOUTH AFRICA

Case No.: LM203Feb21

In the matter between:

Revego Africa Energy Fund Partnership Managers                                    Primary Acquiring Firm

(Pty) Ltd an en commandite partnership acting

through Revego General Partner (RF) (Pty) Ltd

And

Aurora Wind Power (RF) (Pty) Ltd                                                                    Primary Target Firm

Panel:

E Daniels (Presiding Member)

Y Carrim (Tribunal Panel Member) A Ndoni (Tribunal Panel Member)

Heard on:                         25 May 2021

Order Issued on:              25 May 2021

Reasons Issued on:          25 May 2021

ORDER

Further to the recommendation of the Competition Commission in terms of section 14A(1)(b) of the Competition Act, 1998 (“the Act”) the Competition Tribunal orders that–

1.      the merger between the abovementioned parties be approved in terms of section 16(2)(a) of the Act; and

2.      a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule 35(5)(a).

Presiding Member Mr Enver Daniels                                Date: 25 May 2021

Concurring: Ms Yasmin Carrim and Ms Andiswa Ndoni

COMPETITION TRIBUNAL OF SOUTH AFRICA

Case no: LM203Feb21

Revego Africa Energy Fund Partnership                              (Primary Acquiring Firm)

Managers (Pty) Ltd, an en commandite partnership,

represented by Revego General Partner (Rf) (Pty) Ltd

And

Aurora Wind Power (Rf) (Pty) Ltd                                                  (Primary Target Firm)

REASONS FOR DECISION

[1]  On 25 May 2021, the Competition Tribunal unconditionally approved a large merger between Revego Africa Energy Fund Partnership Managers (Pty) Ltd, an en commandite partnership, represented by Revego General Partner (RF) Proprietary Limited in its capacity as General Partner (“Revego”) and Aurora Wind Power (RF) (Pty) Ltd (“Aurora”). Upon completion of the proposed transaction, Aurora will be jointly controlled by Revego as well as GDF SUEZ Energy Asia Turkey and Southern Africa B.V., an existing shareholder.

[2]  Revego is wholly owned by Revego Fund Managers (Pty) Ltd (“RFM”), which is also the fund manager of the Fund Partnership and exerts management control over the Fund Partnership. Revego is ultimately controlled by Investec and does not directly or indirectly control any firm in South Africa. Revego manages third party funds and provides intermediary services on a discretionary basis. As a fund manager, Revego is responsible for the sourcing and managing of investments in operating renewable energy projects in South Africa and broader sub-Saharan Africa. The acquiring group has no other interests in renewable energy projects, nor does Revego nor RFM.

[3] ]  Aurora is a renewable energy Independent Power Producer (“IPP”) and does not directly or indirectly control any firm in South Africa. Aurora is responsible for the development, construction, operation, and maintenance of the 94 MW West Coast One wind farm situated in Vredenburg, Western Cape in terms of a non-negotiable, standardized Power Purchase Agreement (“PPA”). Aurora is one of 112 renewable energy IPP projects which form part of the broader Renewable Energy Independent Power Producers Procurement Programme (“REIPPPP”) which is operated and underwritten by The Department of Mineral Resources and Energy.

[4] ]  The Competition Commission found no horizontal overlaps in the activities of the merger parties and assessed the potential for this transaction to create information exchange concerns considering Investec’s minor interest[1]  in the renewable energy project Kathu Solar Park, a 100MW Greenfield Concentrated Solar Power (CSP) project with parabolic trough and molten salt storage technology (the “Kathu Project”) located in the town of Kathu, Northern Cape. The Commission is of the view that the acquiring group’s minority shareholding in Kathu is unlikely to raise informationexchange concerns as Investec will not have control of either firms or will not have the right to appoint directors.

[5]  Though the merging parties stated that no duplication in employment positions will arise as a result of the transaction, the Commission sought an undertaking to this effect. The merging parties provided an unequivocal statement to this effect for a period of 3 years which satisfied the Commission. The proposed transaction does not raise any other public interest concerns

[6]   We concluded that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market, or to have a negative impact on the public interest and we too are satisfied with the unequivocal undertaking provided by the merging parties in respect of employment.

Signed by:Enver Daniels

Signed at:2021-05-25 17:13:56 +02:00

Reason:Witnessing Enver Daniels

Mr Enver Daniels                                                                                             Date: 25 May 2021

Ms Yasmin Carrim and Ms Andiswa Ndoni concurring

Tribunal Case Manager:                    Mpumelelo Tshabalala

For the Merging Parties:                    Anton Roets and Avias Ngwenya

For the Commission:                         Ratshidaho Maphwanya and Boitumelo Makgabo

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