Resilient Llanga

The judgment

The court's own file

competitiontribunal south africa fax form to Vani Chetty fax 011 880 5773 Vani Chetty Competition Law (Pty) Lid Legal Services 44283 Competition Commission ref 68/LM/Aug11 date 31 October 2011 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. 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 Tebogo Mputle CC: Bheki Masilela - 44582 3” Floor, Mulayo, the dti Campus, 77 Meintjies Street, Sunnyside, Pretoria &4 Private Bag X24, Sunnyside 0132 Tel: #27 (12) 3943300 Fax: +27 (12) 3940169 Email: ctsa@comptrib.co.za_ Website: htip:/Avww.comptrib.co.za competiiorntribunal eaeth afeisa COMPETITION TRIBUNAL OF SOUTH AFRICA Case No:68/LM/Aug11 In the matter between: RESILIENT PROPERTIES (PTY) LTD Acquiring Firm And ILANGA LIFESTYLE CENTRE (PTY) LTD Target Firm Panel : Norman Manoim (Presiding Member), Andiswa Ndoni (Tribunal Member) Medi Mokuena (Tribunal Member) Heard on : 21 September 2011 Order issued on : 25 October 2011 Reasons issued on : 25 October 2011 Reasons for Decision Approval

[1]On 21 September 2011 the Competition Tribunal. (‘Tribunal’) unconditionally approved the large merger between Resilient Properties (Pty) Ltd (“Resilient”) and llanga Lifestyle Centre (Pty) Ltd, in respect of a 20% undivided share of the property letting enterprise known as “llanga Mall’. The reasons for approving the proposed transaction follow below. The Parties to the transaction {2] The primary acquiring firm is Resilient Properties (Pty) Ltd (“Resilient”), which is a private company incorporated in terms of the laws of the Republic of South Africa. Resilient is a wholly owned subsidiary of Resilient Property Income Fund Ltd, a property income fund which is listed on the Johannesburg Securities Exchange Limited.’ The Resilient Group conducts business in the rental of properties in the retail space sector of the rental property market throughout the Republic of South Africa?

[3]The primary target firm is llanga Lifestyle Centre (Pty) Ltd in respect of a 20% undivided share of the property letting enterprise Known as “llanga Mall’. llanga does not control any firms except for Ilanga Mall. llanga is controlled by two shareholders namely, Laeveld Trust (Pty) Ltd and the Visagie Beherende Trust. The only business that is conducted by llanga is its investment in llanga Mall. The activities of the parties

[4]The Resilient Group conducts business in the rental of properties in the retail space sector of the rental property market-throughout the Republic of South Africa. ffanga’s business is its investment in llanga Mall. The Rationale

[5]In terms of the Sale of Letting Enterprise Agreement, Resilient is Acquiring from llanga a 20% share in a shopping centre known as llanga Mall®

[6]Pursuant. to the sale of 20% undivided share in the llanga Mall, Resilient and llanga have concluded a Co-ownership Agreement, which will regulate the relationship between the parties as co-owners of Ilanga. Resilient currently exercises joint control over tanga and pursuant to the transaction will own a 70% undivided share in Ilanga Mall. ' The following are its major shareholders and their shareholdings; Stanlib 14.4%, Investec 13.9%, Old Mutual 8.1%, Des de Beer 6.1%. ? Resilient controls the following companies: Southern Palace Investments 19 (Pty) Ltd, Res Capital, Casadobe 73 (Pty) Ltd, Great Force Investments 112 (Pty) Ltd, Maphumulo Investments (Pty) Ltd Diversified Properties (Pty) Ltd. > This includes a 20% undivided share in the immovable property described as Erf 2119 West Acres Extension 38 Township, Registration Division JT Province of Mpumalanga, in extent 8.9545 (eight point nine five. four five) hectares. 2 The relevant market and the impact on competition

[7]Resilient owns Highveid Mall which is situated in Witbank whilst the target firm is situated in Nelspruit. Highveld Mall and llanga Mall are approximately 250 kilometres apart and for that reason are too far apart to be regarded as competitors. Resilient’s only interest in Nelspruit is it existing 50% shares in llanga Mall. The merger therefore, does not lead to an increase in concentration in the Nelspruit area. Public Interest

[8]The merger will not have any employment impact and no other substantial public interest issues have been raised that would raise concerns about the merger. CONCLUSION

[9]The Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in the market as there is no geographic overlap.

[10]We agree with the Commission’s conclusion and accordingly, the merger is approved without conditions. i i 25 October 2011 NORMAN MANOIM DATE j A Ndoni and M Mokuena concurring. Tribunal Researcher: Thabo Ngilande For the merging parties: Vani Chetty Competition Law For the Commission: Mr Bheki Masilela Ms Lindiwe Khumalo x ¥° x Communication Result Report (31. Oct. 2011 16:10) x * x 1) 2) Date/Time: 31. 0ct. 2011 15:31 File Page No. Mode Destination Pa {3} Result Not Sent 7720 Memory TX 00148805773 Pp, 4 E~3) 3) 3) 3) 3) P. {-4 tebogo 44983 OK : 4458? : OK fo E.1) Hang up or line fail —. 2) Busy E. 3) No answer E. 4) No facsimile connection E.5) Exceeded max. E-mail size competitiontribunal south africs | fax form ta ‘Vani Chetty fax O11 880 5773 Vani Chetty Competition Law (Pty) Ltd Legal Services . 44283 Competition Commission ref _ BB/LM/Augtt date 31 October 2011 from “Tebogo Mputia pages 4 (including this page) re Reasons ‘This massageis Intended only for the use of the addressee and inay contain information that is privileged and confidential. if you are not the intended reciplent, you are hereby rnotified that any dissertation of this communication is strictly prohibiisd. If you have revelved this communication in error, please aotity us immediatelyby telephone, Attached please find the Trbunal’s reasons for the decision in the abave matter. _ Regards de. Tebogo Mputie_ CC: Bheki Masilela - 44582, 3 Floor, Mulayo, the dti Campus, 77 Meingies Street, Surmnyside, Pretoria 1) Private Bag X24; Sunnyside 0132 Tok 427 12) 3949300 Fax +27 (12) 3840169 Einalt: ‘Website: pt. Tebogo Mputle From: Sent: To: Subject: Attachments: Dear all Tebogo Mputle Monday, October 31, 2011 4:49 PM ‘vani@vanichetty.co.za’; Bheki Masilela Reasons - 68/LM/Aug 11 and 77/LM/Sep11 20111031153306585.tif, 20111031153327222tif Please see attached reasons and kindly confirm receipt. Regards Tebogo Mputle