Invicta Holdings And Dartcom SA

The judgment

The court's own file

COMPETITION TRIBUNAL OF SOUTH AFRICA Case No.: LM099Oct21 In the matter between: Invicta Holdings Ltd Primary Acquiring Firm And Dartcom SA (Pty) Ltd Primary Target Firm Panel: Y Carrim (Presiding Member) M Mazwai (Tribunal Member) AW Wessels (Tribunal Member) Heard on: 13 December 2021 Order Issued on: 13 December 2021 ORDER Further to the recommendation of the Competition Commission in terms of section 14A(1)(b) of the Competition Act, 1998 (“the Act”) the Competition Tribunal orders that– 1. the merger between the abovementioned parties be approved in terms of section 16(2)(a) of the Act; and 2. a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule 35(5)(a). 13 December 2021 Presiding Member Ms Yasmin Carrim Date Concurring: Ms Mondo Mazwai and Mr Andreas Wessels Date: 13 December 2021To: ENSafrica AttorneysCase Number: LM099Oct21 Invicta Holdings Ltd And Dartcom SA (Pty) LtdYou applied to the Competition Commission on for merger approval in accordance with Chapter 3 of the Competition Act. Your merger was referred to the Competition Tribunal in terms of section 14A of the Act, or was the subject of a Request for consideration by the Tribunal in terms of section 16(1) of the Act. After reviewing all relevant information, and the recommendation or decision of the Competition Commission, the Competition Tribunal approves the merger in terms of section 16(2) of the Act, for the reasons set out in the Reasons for Decision. This approval is subject to: xno conditions.the conditions listed on the attached sheet. The Competition Tribunal has the authority in terms of section 16(3) of the Competition Act to revoke this approval if a) it was granted on the basis of incorrect information for which a party to the merger was responsible. b) the approval was obtained by deceit. c) this approval. The Registrar, Competition Tribunal Notice CT 10 About this Notice This form is prescribed by the Minister of Trade and Industry in terms of section 27 (2) of the Competition Act 1998 (Act No. 89 of 1998). Contacting the Tribunal The Competition Tribunal Private Bag X24 Sunnyside Pretoria 0132 Republic of South Africa tel: 27 12 394 3300 fax: 27 12 394 0169 e-mail: ctsa@comptrib.co.za Merger Clearance Certificate This notice is issued in terms of section 16 of the Competition Act. You may appeal against this decision to the Competition Appeal Court within 20 business days. 1 COMPETITION TRIBUNAL OF SOUTH AFRICA Case no: LM099Oct21 Invicta Holdings Limited (Primary Acquiring Firm) and Dartcom SA (Pty) Ltd (Primary Target Firm) REASONS FOR DECISION

[1]On 13 December 2021, the Competition Tribunal unconditionally approved a large merger between the Invicta Holdings Limited (“Invicta”) and Dartcom SA (Pty) Ltd (“Dartcom”).

[2]In terms of this transaction, Invicta Holdings intends to acquire as one indivisible transaction: a. of the entire issued share capital of Dartcom from Tuludi; and b. All of the shares in and claims against Kgalauwane 2 (Pty) Ltd (“Kgalauwane 2”) which are held by Kgalauwane Properties.

[3]Dartcom and Kgalauwane 2, are both ultimately controlled by the prior to the transaction.

[4]Pursuant to the implementation of the transaction, Invicta Holdings will acquire sole control over Dartcom and Kgalauwane 2. 2

[5]The Competition Commission (“the Commission”) did not find any horizontal overlaps between the activities of the merging parties as Invicta does not sell any products or render any services that are functionally substitutable with those offered by Dartcom and Kgalauwane 2.

[6]Furthermore, the Commission found no vertical relationship between the activities of the merging parties.

[7]Therefore, the Commission found that the proposed transaction is unlikely to substantially prevent or lessen competition in any of the relevant markets.

[8]The transaction does not have any adverse effect on employment.

[9]As a direct result of the proposed transaction, the BBBEE shareholdings in Dartcom will decrease and Dartcom will move from being a level BBBEE contributor to being a levelBBBEE contributor.

[10]However, the merging parties indicate that as part of the purchase price for the acquisition of share in Dartcom, Tuludi will gain a shareholding in Invicta. Thus, the proposed merger will allow a Historically Disadvantaged Firm, Tuludi (indirectly the to diversify its equity stake in Dartcom through its shareholding in Invicta.

[11]The Commission also notes the BBBEE Shareholders of Dartcom (Tuludi) will now have a shareholding in a bigger firm with a higher total revenue as opposed to the lower total revenue of Dartcom.

[12]With respect to a greater spread of ownership, the merging parties indicate that since the proposed transaction will result in Dartcom forming part of the broader Invicta Group, the merger will enable the employees of the Dartcom to participate as beneficiaries of the Humulani Employee Incentive Trust.

[13]In addition to above, the parties submitted that the employees of Dartcom will benefit from Invicta Holding's SETA accredited training initiatives with online and practical courses and qualifications on offer for free of charge and also the Dartcom‘s employees will benefit from Invicta Holdings mentorship programmes where employees are mentored to ensure they reach their full potential in the workplace. 3

[14]There are no other public interest concerns.

[15]We concluded that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market, or to have a negative impact on the public interest. 13 December 2021 Ms Yasmin Carrim Date Ms Mondo Mazwai and Ms Andreas Wessels concurring Tribunal Case Manager: Kameel Pancham For the Merging Parties: Richardt van Rensburg from ENS Africa For the Commission: Zintle Siyo and Themba Mahlangu