MEPF Chrisal

The judgment

The court's own file

competitiontribunal south africa fax form to Marianne Wagener fax 011 301 3364 Norton Rose SA Legal Services 44283 Competition Commission ; ref 102/LM/Nov11 date 19 January 2012 from Lerato Motaung 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 decision in the above matter. CC: Dineo Mashego - 44584 3" Floor, Mulayo, the dti Campus, 77 Meintjies Street, Sunnyside, Pretoria 4 Private Bag X24, Sunnyside 0132 Tel: +27 (12) 394 3300 Fax: +27 (12) 394.0169 Email: ctsa@comptrib.co.za Website: _http:/Avww.comptrib.co.za x « x Communication Result Report ( 19. Jan, 2012 8:26) x 4% 1) 2) Date/Time: (9. Jan 2012 7:25 File Page No. Mode Destination Pe (s} Result Not Sent 0799 Memory TX 00113013364 A 0K lerato 44283 OK 44584 OK Reason for error » 4) Hang up or Tine fail E.2) Bus E. 3) No answer E.4) No facsimile connection —. 5) Exceeded max. E-mail size compétitiontribunal nemib afnina < = oo : fax form to Miarlanne Wagener fox |. 014301 3964 |” Norton Rose SA a Legat Services » 44283" __ Competition Giammission : : ref AD2ILMINow14 "date 19 January 2012 from Lerato Motaung pages . 4 (indluding this pagé)- re Reiasona ‘This message ® intended only for the use of the addresses and-may contain information that is privieged and confidential, ‘you are not the intended mripient; you are hereby notified Ihat any dissemination of this communication is strictly prohiblied, i you have reosived this comraunication in error, plezse-notify us immediatelyby telephone. | . Aitached ploase find the Tribunals reasone for decision in the above matter. . > Regards : iy Motelng CC: Dinea Mashego- 44584 35 Floor, Maloy,the of Campun 77 Moines Strat Sonryekdo, Pretoia 3 Private Bag X24, Burnyelde 0132 Tek #27 (12) 304 3300 Fasc +27 (12} 3840159 Emall: ctsagheompiib.coza Website: htfp/funew.compirb.cnza Wd chmpettiootribural seek africa COMPETITION TRIBUNAL OF SOUTH AFRICA Case No: 102/LM/Nov11 In the matter between: ~ Municipal Employee Pension Fund Acquiring Firm And The letting enterprises known as Glen Village Shopping Centre North, Glen Village Shopping Centre South and Parkview Centre being sold by Takou Investments (Pty) Ltd, Chrisal Investments (Pty) Ltd and ProcProps 60 (Pty) Ltd Target Firms Panel : Andreas Wessels (Presiding Member) Medi Mokuena (Tribunal Member) and Andiswa Ndoni (Tribunal Member) Heard on : 18 January 2012 Order issued on : 18 January 2012 Reasons issued on : 18 January 2012 Reasons for Decision Approval

[1]On 18 January 2012 the Competition Tribunal (‘Tribunal’) approved the merger between the Municipal Employee Pension Fund and the letting enterprises known as Glen Village Shopping Centre North, Glen Village Shopping Centre South and Parkview Centre. The reasons for approving the proposed transaction follow below. Parties to the transaction

[2]The primary acquiring firm is the Municipal Employee Pension Fund (MEPF’), a pension fund established in terms of the laws of the Republic of South Africa, which was set up for the benefit of previously disadvantaged employees within local government. It is administered by AKAN Retirement Fund Administrators (Pty) Ltd (“AKANI”).

[3]The primary target firms in effect consist of three letting enterprises situated in Pretoria East, inclusive of associated residential property and the associated leases, being the Glen Village North Shopping Centre, the Glen Village South Shopping Centre (collectively referred to as “Glen Village’) and Parkview Centre (‘Parkview’). These properties are held by Takou Investments (Pty) Ltd (“Takou”), Chrisal Investments (Pty) Ltd (“Chrisal’) and ProcProps 60 (Pty) Ltd (‘ProcProps’), collectively referred to below as “the sellers”. The sellers form part of Adamax Property Projects Menlyn (Pty) Ltd (““Adamax’). Proposed transaction

[4]The proposed transaction involves the MEPF’s acquisition of 55% of the issued share capital held by Takou, Chrisal and ProcProps in. the respective target properties. However, MEPF and Adamax have concluded a co-ownership agreement which reflects their joint-control of the letting enterprises post-merger. Rationale for transaction

[5]The rationale for the proposed merger is that the acquiring firm wants to realise returns on its investment in a growing and expanding property node such as the Pretoria East one. ‘ These two centres are separated into North and South by a public road.

[6]The sellers’ rationale is that they want to fully develop the potential of the existing rights associated with the properties being sold, as well as attract substantial investment by the acquiring firm. Impact on competition

[7]There is no geographic overlap between the activities of the merging parties since the MEPF, as the acquiring firm, does not own any commercial property of any grade or any classification within the Pretoria and environs region. Therefore the proposed transaction is unlikely to substantially prevent or lessen competition. Public interest

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

[9]We conclude that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market. Furthermore, the proposed transaction raises no public interest concerns. Accordingly, we approve the proposed merger unconditionally. 4 LS 18 January 2012 ANDREAS WESSELS DATE Andiswa Ndoni and Medi Mokuena concurring Tribunal researcher: Nicola ligner For the merging parties: Norton Rose For the Commission: Dineo Mashego ? See page 13 of the record.