Resilient Casadobe

The judgment

The court's own file

competitiontribunal south africa fax form to Vani Chetty Fax Vani Chetty Competition Law (Pty) 011 880 5773 Ltd Legal Services 44283 Competition Commission ref 28/LM/Apri11 date 28 June 2011 from Abigail Mashigo 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. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone. Attached please find the Tribunal’s reasons for the decision in the above matter. Regards Abigail Mashigo CC: Zanele Hadebe - 44583 3M Floor, Mulayo, the dti Campus, 77 Meintjies Street, Sunnyside, Pretoria Tel: +27 (12) 394 3300 Fax: +27 (12) 3940169 Email: ctsa@comptrib.co.za Website: http:/Avww.comptrib.co.za & Private Bag X24, Sunnyside 0132 Wd conrpetitientribunal aewrk agrees COMPETITION TRIBUNAL OF SOUTH AFRICA Case No: 28/LM/Apr11 In the matter between: Resilient Properties (Pty) Ltd Acquiring Firm And Casadobe Props 75 (Pty) Ltd Target Firm Panel : Norman Manoim (Presiding Member) Andreas Wessels (Tribunal Member) Yasmin Carrim (Tribunal Member) Heard on : 08/06/2011 Order issued on : 08/06/2011 Reasons issued on: 28/06/2011 Reasons for Decision APPROVAL

[1]On 08 June 2011 the Competition Tribunal (“Tribunal”) unconditionally approved the proposed property transaction involving Resilient Properties and Casadobe Props. The reasons for approval of the proposed transaction follow below. THE TRANSACTION AND RATIONALE

[2]This is a property merger involving the sale of a single property, being a shopping centre known as the Grove Mall situated in Equestria, Pretoria. in terms of the proposed transaction, the primary acquiring firm, Resilient Properties (Pty) Ltd (‘Resilient’) which has an existing stake of 50% in the Grove Mall, intends to acquire the remaining 50% which is owned by the primary target firm, Casadobe Props 75 (Pty) Ltd (“Casadobe’).

[3]Essentially the transaction is a move from joint to sole control, pursuant which Resilient will have sole control over the Grove Mall.

[4]Resilient is a property investment company which is mainly active in the rental of property market for retail space throughout South Africa. Resilient however does not own any rentable retail space in Equestria Pretoria, except its 50% share in the Grove Mall. Casadobe is also a property investment company active in rentable retail space.

[5]For Resilient the proposed transaction is in line with its future expansion goal to increase its ownership profile. Casadobe wishes to dispose of its 50% share in the Grove Mall as it prefers to be autonomous with unfettered discretion to make its decisions. Further, the proposed transaction is an opportunity for Casadobe to realise its investment as it requires cash to re-invest in other developments. COMPETITION ASSESSMENT

[6]The merger gives rise to a horizontal overlap in respect to the provision of rentable retail space at the Grove Mall. The Grove mall is categorised as a minor regional centre. The merging parties and the Commission described the relevant product market as the market for provision of minor rentable retail space for minor regional shopping centre based on a previous Tribunal decision’, and the relevant geographic market as Equestria node based on the type and size of the property’.

[7]The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition as it will not change the structure of the market given that it is merely a change from joint to sole control. Hence there is no market share accretion as a result of the merger. The Commission also found that there are other shopping centres within 20 kilometres from Equestria node which are not owned by the merging parties, and which compete with the Grove mall.

[8]This merger does not give rise to any vertical effects. PUBLIC INTEREST

[9]No public interest issues arise from the proposed transaction. ‘ See Accucap Investment Pty Ltd and Old Mutual Life Assurance Company Case No.: 51/LM/Jul09. ? See Government Employees Pension Fund and Denel (Pty) Ltd 42/LM/May02. CONCLUSION

[10]Based on the above we conclude that it is unlikely that the proposed merger would lead to a substantial prevention or lessening of competition in the property market. N Manoim 8 Ac t rdingly the proposed deal is approved unconditionally. / Date ij Y Carrim and A Wessels concurring Tribunal Researcher: Londiwe Senona For the merging parties: Vani Chetty Competition Law For the Commission: Dineo Mashego ¥ ¥ x Communication Result Report ( 28. Jun, 2014 14:44 3 3 ae wo Date/Time: 28. Jun. 2011 14:24 No. Mode Destination Pe (s} Result Not Sent 7416 Memory TX 44583 Pp 4 OK David 44983 OK 0118805773 OK Reason for érror E- R Hane up or line fail E.2) Busy : o answer E.4) No # imi i E15) Exceeded max, E-mail size y aesimile connection competitiontribunal ~ seuth africa to Vani Chetty fax Vani Chetty Competition Law (Pty) O14 880 5773 | Lig Legal Services 44283 Competition Commission ref 28ALM/Apr11 date 28 June 2014 re Reasons ‘This ressrae Fis intended only for the uz= of the addresses anitmay contain information that i you are aot the ier, ‘yOu are hereby notified that any di of this ‘cation is strictly iyo have receivedthis ‘communicationin error, lease nofify us immeciitaly by telephone, | from Abigail Mashigo pages 4 Gnoluding this page) | Attached please find the Tribunal's reasons for the decision in the above matter. | 7: | Regai}is Abigail Mashigo (CC: Zanele Hadebe - 44583 . 3° Floor, Mutayn, the dif Campus, 77 MeinfjiexStent, Sunnyside, Pretaria 1Private Bag X25, Sunnyside 0132 Tot 2) eh ga0) Poe 927 (2) 304 DIED Kemal saGheomptrh.co.ca Webster htpuiinrw.cimpt.coza