RZT Zelpy 5506 (Pty) Ltd and Seesa Limit

The judgment

The court's own file

competiticntribunal south africa fax form to N von Ey fax 011 290 7333 Cliffe Dekker Hofmeyr Inc Legal Services 44283 Competition Commission ref 27/LM/Feb09 date 14 April 2009 from Tebogo Mputle pages 4 (including this page) re Reasons This message is intended only for the use of the addressee and may contain information that is privileged and confidential. lf you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. !f you have received this communication in error, please notify us immediately by telephone. Attached please find the reasons for the decision in the above matter. Regards a) Tebogo Mputle CC: Kwena Mahlakoana - 44269 3° Floor, Mulayo, the dti Campus, 77 Meintjies Street, Sunnyside, Pretoria Tel: +27 (12) 394 3300 Fax: +27 (12) 394.0169 Email: ctsa@comptrib.co.za b4 Private Bag X24, Sunnyside 0132 Website: http:/Awww.compitrib.co.za COMPETITION TRIBUNAL OF SOUTH AFRICA ___ Case No: 27/LM/Feb09 In the matter between: RZT ZELPY 5506 (PTY) LTD Acquiring Firm and SEESA LIMITED Target Firm Panel : D Lewis (Presiding Member), N Manoim (Tribunal Member) and Y Carrim (Tribunal Member) Heard on : 41 April 2009 Order issued on : 1 April 2009 Reasons issued on: 14 April 2009 Reasons for Decision Introduction

[1]On 1 April 2009 the Tribunal approved the merger between the abovementioned parties. The reasons follow below. The transaction and parties

[2]The transaction involves the acquisition by RZT Zelpy which is controlled by Corvest 6 (Proprietary) Limited, which in turn is controlled by RMB Corvest (Pty) Ltd, which is ultimately controlled by FirstRand Limited, a firm active in the financial industry. The primary target firm is SEESA Limited which is not controlled by any single firm, and which is active in labour and BEE consulting. The current shareholders in SEESA are; Gideon Gerber (47%), Dries Pretorius (47%), Brandon Topham (5%) and Simon Mathlare (1%). _ _

[3]The structure of the proposed transaction has four steps: [3.1] In the first step RMB Corvest will form a new company, RZT Zelpy, in which RMB Corvest will own 100%. [3.2] In the second step RMB Corvest will acquire 100% of the shares in SEESA from SEESA’s current shareholders. [3.3] In the third step, RMB Corvest will dilute its shareholding to 80% with the remaining 20% shareholding going to various members of management. Gideon Gerber and Dries Pretorius, who were equal majority shareholders in SEESA will exit as shareholders.’ [3.4] In the fourth step, RZT Zelpy will acquire the business and assets of SEESA.

[4]On completion of the transaction, the business and assets of SEESA will be housed in RZT Zelpy and the shareholding in RZT Zelpy will be held as 80% by RMB Corvest and 20% by the then shareholders of SEESA. Rationale for the transaction (5] The acquiring firm views the proposed transaction as an attractive investment opportunity. Mr Gideon Gerber and Mr Dries Pretorius wished to exit as shareholders of SEESA, and the proposed transaction facilitates their exit, thus creating an opportunity for other members of management to acquire shares in the company. Effect on Competition

[6]The proposed transaction does not have any competition implications. There is no horizontal overlap as the acquiring firm does not have any interest in labour and BEE consulting, where the target firm is active. No market share accretion will result from the merger, and there is also no vertical integration which arises.

[7]In light of the above the Tribunal finds that the proposed transaction is unlikely to substantially prevent or lessen competition in any of the relevant markets. ' Those now holding shares in RZT Zelpy will be: Brandon Topham (5%) and Simon Mathlare,(1%). Ursula Botha, Kobus Badenhorst and Banie Oostendorp will collectively subscribe for the remaining 14%. Public Interest

[8]There are no public interest concerns. fy vue D Lewis and Y Carrim concurring. Tribunal Researcher: For the merging parties: For the Commission: L Xaba Cliffe Dekker Hofmeyr Kwena Mahiakoana 14 April 2009 Date x x x Communic Date/Time: 15. Apr. 2009 7:46 File ation Result Report ( 15, Apr. 2009 7:52) x x no No. Mode Destination Pe (s) Result 4012 Memory TX 00112907333 P4 OK David 44283 44269 Reason for error 1} Hang up or line fail —. 2) Busy —. 3} No answer E. 4) No facsimile connection E. 5) Exceeded max E-mail size competitiontribunal south africe to N von Ey fax 011 290 7333 Cliffe Dekker Hefmeyt Ing. Legal Services 44283 Competition Commission ref 27ILM/Feb0s date 44 April 2009 from ebogo Mputle pages 4 (including thie page) re Reasons privileged and confidantlal, It youare not the Intended reofpient, you are hereby notified that any dissemination of this cammuinioation le strictly prohibited. {f you have received this This message is Intandad only for the uee of the addresses and may contaln Information that is cammunication in error, please notify we immediately by telephone. Attached please find the reasons for the decielon in the above matter. Regards Tebago Mputle ce:Kwena Mahlakoana - $4269 8” Fidor, Mulayo, the dii Campus, 77 Meinijies Street, Sunnysi¢e, Pretoria 15 Private Bag X24,. Sunnyside O13 it Website: hitps tr‘Tek: +27 ($2) 9949900 Fax: +27 (12) 394.0169 Email: