COMPETITION TRIBUNAL OF SOUTH AFRICA

Case No.: LM073Sep21

In the matter between:

Standard Bank Group Limited	Primary Acquiring Firm

And

Liberty Holdings Limited	Primary Target Firm

Panel:	E Daniels (Presiding Member)
I Valodia (Tribunal Panel Member) 
T Vilakazi Tribunal Panel Member)
Heard on:	9 December 2021
Order Issued on:	9 December 2021
Reasons Issued on:	9 December 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).

9 December 2021
Presiding Member 	Date
Mr Enver Daniels

COMPETITION TRIBUNAL OF SOUTH AFRICA
Case no: LM073Sep21

Standard Bank Group Limited (Primary Acquiring Firm)

And

Liberty Holdings Limited (Primary Target Firm)

REASONS FOR DECISION

[1]	On 9 December 2021, the Competition Tribunal unconditionally approved a large merger between Standard Bank Group Limited and Liberty Holdings Limited.

[2]	The transaction involves Standard Bank Group Limited acquiring the remainder of the ordinary shares which it does not already hold in Liberty Holdings Limited to increase its shareholding from 53.62% to 100%. Standard Bank Group Limited will also acquire all the preference shares in Liberty Holdings Limited.

[3]	Pre-merger, Standard Bank Group Limited holds 53.62% of the ordinary shares in Liberty Holdings Limited. Given that Standard Bank Group Limited already controls Liberty Holdings Limited and the proposed transaction only seeks to increase its shareholding to 100% giving Standard Bank Group Limited unfettered sole control over Liberty Holdings Limited, and further, that the two entities have to an appreciable extent, been operating as related entities.

[4]	The Competition Commission found that the proposed transaction is unlikely to result in any substantial change to the market structure and that the proposed transaction is unlikely to result in either Standard Bank Group Limited or Liberty Holdings Limited not dealing with each other’s competitors.

[5]	The proposed transaction also required approval from other regulators including the Financial Sector Conduct Authority and the Prudential Authority. The Financial Sector Conduct Authority and Prudential Authority did not raise any concerns regarding the transaction and have provided their approvals for the transaction.

[6]	The proposed transaction will not have an adverse effect on employment and it is likely that the promotion of a greater spread of ownership will occur as Standard Bank Group Limited’s local indirect shareholder base will grow as a result of Liberty Holdings Limited shareholders becoming Standard Bank Group Limited shareholders. The merger also raises no other public interest concerns.

[7]	No third party raised any concerns.

[8]	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.

09 December 2021
Mr Enver Daniels	Date
Mr Imraan Valodia and Mr Thando Vilakazi concurring

Tribunal Case Manager:	J Munyembate
For the Merging Parties:	H Irvine, L Mabidikane and M Sambo of Bowman Gilfillan and D Rudman and A Liebenberg of Webber Wentzel
For the Competition Commission:	B Ntshingila