GEPF Pareto

The judgment

The court's own file

competitiontribunal south africa fax form to Paul Coetser fax : i __Werksmans Inc 011 535 8790 ___Legal Services Competition Commission 44283 ref 49/LM/Jul11 date 01 September 2011 from Tebogo Mputle pages 5 (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 maiter. Regards o— Tebogo Mputle CC: Bheki Masilela - 44582 3 Floor, Mulayo, the dti Campus, 77 Meintjies Street, Sunnyside, Pretoria Tel: +27 (12) 394 3300 Fax: +27 (12) 3940169 Email: ctsa@compirib.co.za 6] Private Bag X24, Sunnyside 0132 Website: http:/Avwww.comptrib.co.za Od competitiontribunal each af COMPETITION TRIBUNAL OF SOUTH AFRICA Case No:49/LM/JUN11 In the matter between: ACQUARIUS PLATINUM SA (PTY) LTD Acquiring Firm And BLUE RIDGE PLATINUM (PTY) LTD Target Firm Panel : Norman Manoim (Presiding Member) Yasmin Carrim (Tribunal Member) Andreas Wessels (Tribunal Member) Heard on : 24 August 2011 Order issued on : 24 August 2011 Reasons issued on : 01 September 2011 Reasons for Decision Approval

[1]On 24 August 2011, the Competition Tribunal (“Tribunal”) approved the large merger between Aquarius Platinum SA (Pty) Ltd and Blue Ridge Platinum (Pty) Ltd. We explain below our reasons for this conclusion. The Parties to the transaction

[2]The primary acquiring firm is Aquarius Platinum SA (Pty) Ltd (‘AQPSA’), a private company incorporated in terms of the laws of the Republic of South Africa. AQPSA is controlled by Aquarius Platinum Ltd (‘AQP”), a company incorporated in terms of the laws of Bermuda. AQPSA controls a number of subsidiaries around South Africa; however AQP is not controlled by any entity. For the sake of convenience, AQP and all its companies controlled by it will be referred to as the “AQP Group”. :

[3]The primary target firm is Blue Ridge Platinum (Pty) Ltd (“Blue Ridge”), a South African company jointly controlled by Ridge Mining (Pty) Ltd and Imbani Platinum SPV (Pty) Ltd (‘Imbani’). [4]In terms of the transaction, AQPSA proposes to acquire a further 7%' shareholding in Blue Ridge from Imbani, which will increase AQP group’s ~ shareholding in Blue Ridge to 57%, thereby resulting in AQP crossing the ‘bright line’. The transaction does not result in any substantial change of control as, due to certain minority protections, although AQP will be deemed to have sole control by virtue of owning more than half of the company’s share capital , it will de facto still retain joint control with Imbani. The Rationale

[5]According to the merging parties, the transaction is as a result of Imbani’s failure to provide certain funding required in terms of the. shareholders agreement which then resulted in Imbani being diluted thereby automatically leading to the crossing of the bright line by AQP. The parties’ activities

[6]The AQP Group is involved in PGM mineral exploration, mine development and concentrate production. The group mines and produces PGM concentrate in various provinces around South Africa® as well as in Zimbabwe.

[7]Blue Ridge is involved in mining and exploration of mineral resources and it currently is involved in mining operations at Blue Ridge mine. The concentrate produced from this mine is sold to IRS. ! According to the Commission, this is not the exact percentage as the final percentage will only be known on the date of dilution but will not be more than 10%. See Commission report p.6 ? For a list of areas where AGP Group mines, see Commission Report p.7 2 The relevant market and the impact on competition

[8]The Commission found that the relevant product market is that for PGMs, ‘minerals which are primarily used in the automotive industry to produce autocatalysts and are also used in the production of jewellery. PGM is made up of six elements, being platinum, palladium, rhodium, ruthenium, iridium and osmium. With reference to previous Tribunal decisions relating to the PGM market®, both the Commission and the merging parties submitted that as the Tribunal has previously recognised the relevant geographic market for PGMs as international, it is unnecessary to deviate from that decision.

[9]The Commission found that there is an overlap at the concentrate level of the supply chain in respect to PGMs, namely platinum, palladium, rhodium, ruthenium and iridium. However, with a post merger market share. of not more than 9% in each of the relevant PGM markets, the Commission found that the market share was too low to raise any competition concems. The Commission also found.that there are a number of significant competitors in the PGM markets, which include companies such as Impala Platinum, MMC Norilsk Nickel, Anglo-American plc, Northam Lonmin plc, and Xstrata.

[10]The Commission concluded that the merger is unlikely to result in any substantial prevention or lessening of competition in the PGM market. CONCLUSION

[11]The parties submitted that the proposed transaction: will not result in employments losses. The proposed transaction does not raise any other public interest issues. |

[12]We agree with the Commission’s conclusion above and find that the merger | is unlikely to lead to any substantial prevention or lessening of competition in | the relevant market. Accordingly, we approve. the above merger unconditionally. | > Two Rivers Platinum Limited and Assmang Limited, case no: 54/LM/Sep01 a; ifi NOfRMAN MANOIM Andreas Wessels and Yasmin Carrim Tribunal Researcher: Tebogo Hlafane For the merging parties: | Werksmans Attorneys For the Commission: Bheki Masilela 01 September 2011 DATE x Date/Time: |. Sep. 7574 Memory TX David or line fail =. 2) er ; 24) No facsimile connection d max, E-mail size Communication Result Report ( 2011 12:46 Destination 00115358790 44983 44582 1. Sep. 2011 12:54) x x x hows competitiontribunal roueh africa fax form . fe. , Paul Coetser ‘fax Werksmans Inc 011 535 879D Legal Services Competition Commission 44283 ref. 49/LMAJul11 date 04 September 2014 ; from Tebogo Mputle pages. 5 (neluding this page) re Reasons. “This message is interidad only for the use of the addressee and may contain informaiton that is privleged and confidentiat. If youate not the intended recipient, you aré hereby notifed that any dissérmination of this communication is strictly prohibited. {Fyourhave received this ‘communication in error, please natify us immediately by tetephione, Attached please find the Tribunal's reasons for the decision inthe above matter. Regards | Mho— Tehogo Mpufie GC: Bheki Masilela - 44582 3 Floor, Mulaya, the dti Caripus, 77 Meinkjiee Street, Sunnyside, Pretoria te Private Bag 24, Sunnyside 0132 za Webste: itp” piri. Fok 427 (12) 384 3300 “Fax: 427 (12.994 0169 Balt: