Redefine CoolIdeas

The judgment

The court's own file

competitiontribunal south africa fax form to Vani Chetty . fax 011 880 5773 Vani Chetty Competition Law (Pty) Ltd Legal Services 44283 Competition Commission ref 94/LM/Novii date 22 December 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 oc) Tebogo Mputle CC: Dineo Mashego - 44584 3" Floor, Mulayo, the dti Campus, 77 Meintjies Street, Sunnyside, Pretoria & Private Bag X24, Sunnyside 0132 Tel: +27 (12) 394.3300 Fax: +27 (12) 3940169 Email: ctsa@comptrib.co.za Website: http:/Avww.comptrib.co.za competitiontribunal youth afriee COMPETITION TRIBUNAL OF SOUTH AFRICA Case No: 94/LM/Novi1 In the matter between: REDEFINE PROPERTIES LIMITED Acquiring Firm And SIX LETTING ENTERPRISES HELD BY COOL IDEAS 208 (PTY) LTD, , IMPROVON PROPERTY FUND. 1 (PTY) LTD, IMPROVON GROWTH FUND (PTY) LTD AND WAVELENGTHS 124 (PTY) LTD Target Firms Panel : Andreas Wessels (Presiding Member) Andiswa Ndoni (Tribunal Member) Medi Mokuena (Tribunal Member) Heard on : 13 December 2014 Order issuedon 13 December 2011 Reasons issued on : 22 December 2011 Reasons for Decision Approval [1} On 13 December 2011 the Competition Tribunal (‘Tribunal’) approved the acquisition by Redefine Properties Limited of six letting enterprises held by Cool Ideas 208 (Pty) Ltd, Improvon Property Fund 1 (Pty) Ltd, Improvon Growth Fund (Pty) Ltd and Wavelengths 124 (Pty) Ltd. The reasons for approving the proposed transaction follow below. Parties to the transaction

[2]The primary acquiring firm is Redefine Properties Limited (“Redefine”), a public company listed on the Johannesburg Stock Exchange Ltd. Redefine is not controlled by any specific firm."

[3]Redefine is a property loan stock company. The Redefine group has a diversified property portfolio throughout South Africa comprising retail, industrial and office space.

[4]The primary target firms are Cool Ideas 208 (Pty) Ltd, Improvon Property © Fund 1 (Pty) Ltd, Improvon Growth Fund (Pty) Ltd and Wavelengths 124 (Pty) Lid.

[5]The target firms were created by the Improvon Group for property investment and rental income purposes. The six target properties are classified as light industrial properties in various nodes, being the Longmeadow, Alrode, Jet-Park and Spartan nodes in Gauteng. Proposed transaction

[6]The proposed transaction involves the acquisition by Redefine of six property letting enterprises. These properties have been disposed of in separate agreements which have been negotiated and concluded as the disposal of a single property portfolio. Accordingly these transactions are cross-conditional upon each other.

[7]Following the implementation of the above-mentioned sales, Redefine will have sole control over the target properties. Rationale for transaction

[8]The rationale for the proposed merger is: that Redefine wishes to expand its existing property portfolio by acquiring additional light industrial space. The Improvon Group seeks to realize the value of the investment it has made and to exit the commercial property letting market. ‘ See page 17 of the record for the names of beneficial shareholders of Redefine who own linked units in excess of 5%. 2 Relevant markets and impact on competition

[9]The proposed transaction results in a horizontal overlap in the markets for rentable light industrial property in the Longmeadow, Jet-Park and Spartan nodes.

[10]The merged entity’s post-merger market shares in all these markets will be below 10%. Furthermore there are a number of competitors in each these respective nodes, such competitors include Growthpoint, Sanlam, Old Mutual and Vukile Fund. Public interest

[11]The merging parties confirmed that there will be no adverse effect on employment as a result of the notified transaction.” No other public interest issues arise as a result of the proposed transaction. CONCLUSION >

[12]We conclude that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market. Accordingly we approve the proposed transaction unconditionally. ye 22 December 2011 ANDREAS WESSELS DATE Andiswa Ndoni and Medi Mokuena concurring Tribunal researcher: Nicola [Ilgner For the merging parties: Vani Chetty Competition Law For the Commission: Dineo Mashego 2 Record page 22. 3 Pf x x ¥# Communication Result Report ( 22. Dec. 2011 15:25) x x »* 33 Date/Time: 22.Dec. 2011 15:19 File: Page No. Mode Destination Result Not Sent - 7908 Memory TX 00118805773 : OK . tebogo 44283 OK 44584 OK Reason for error - 1) Hang up or tine fail &. 2) Busy —. 3) No answer E. 4) No facsimile connection —.5) Exceeded max. E-mail size competitiontribunal xewrkh africon - < fax form te Vani Chetty fax” O14 B80 5773 Vanl Ghetiy Competition Law (Pty} itd : i Legal Services” . 44283 Competition Commission - = ref 94/LM/Nov1 1 date 22 December 2011 from Teboyo Mputio Rages — 4 (including this page) Pe Reasons “This message is Intended only for the use of the addressee and may contain information thet ~ privileged and youre nat the recipient,you are hereby notified that any ol this imsttictly ‘Ifyou have this - In error, planna nobly us immediately by telephone. Attached please find the Tribunals reasons for the decision In the above matter. © |S Floor, Mulsyo, the oti Campus, 77 Melnties Street, Sunnyside, Pretoria 153 Privato Bag X24, SunnysideO132