Revego Africa Energy Fund And Genesis

The judgment

The court's own file

COMPETITION TRIBUNAL OF SOUTH AFRICA Case No.: LM216Mar21In the matter between:Revego Africa Energy Fund Partnership Managers (Pty) Ltd an partnership, represented by Revego General Partner (RF) (Pty) Ltd Primary Acquiring Firm And Genesis Khobab Wind (RF) (Pty) Ltd; Genesis Loeriesfontein Wind (RF) (Pty) Ltd; and Genesis Noupoort Wind (RF) (Pty) Ltd Primary Target FirmE Daniels (Presiding Member)Y Carrim (Tribunal Panel Member)Panel:A Ndoni (Tribunal Panel Member)Heard on:25 May 2021Order Issued on:25 May 2021Reasons Issued on:25 May 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). 25 May 2021Presiding Member Mr Enver Daniels DateConcurring: Ms Yasmin Carrim and Ms Andiswa Ndoni Date: 25 May 2021To: Nortons AttorneysCase Number: LM216Mar21 Revego Africa Energy Fund Partnership Managers (Pty) Ltd an en commandite partnership, represented by Revego General Partner (RF) (Pty) Ltd And Genesis Khobab Wind (RF) (Pty) Ltd; Genesis Loeriesfontein Wind (RF) (Pty) Ltd; Genesis Noupoort Wind (RF) (Pty) Ltd You 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 AFRICACase no: LM216Mar21Revego Africa Energy Fund Partnership Managers (Pty) Ltd, an partnership, represented by Revego General Partner (RF) (Pty) Ltd (Primary Acquiring Firm) andGenesis Khobab Wind (RF) (Pty) Ltd; Genesis Loeriesfontein Wind (RF) (Pty) Ltd; and Genesis Noupoort Wind (RF) (Pty) Ltd (Primary Target Firms) REASONS FOR DECISION

[1]On 25 May 2021, the Competition Tribunal unconditionally approved a large merger between Revego Africa Energy Fund Partnership Managers (Pty) Ltd, an en commandite partnership, represented by Revego General Partner (RF) Proprietary Limited in its capacity as General Partner (“Revego”) and Genesis Khobab Wind (RF) (Pty) Ltd (“Genesis Khobab”), Genesis Loeriesfontein Wind (RF) (Pty) Ltd (“Genesis Loeriesfontein”), and Genesis Noupoort Wind (RF) (Pty) Ltd (“Genesis Noupoort”).

[2]Revego intends to acquire 100% of the issued shares in Genesis Khobab, Genesis Loeriesfontein, and Genesis Noupoort – special purpose vehicles that solely hold a non-controlling 15% interest in wind farm projects in the Northern Cape: Project Khobab, 1 Project Loeriesfontein 2 and Project Noupoort, 3 respectively.

[3]Revego is wholly owned by Revego Fund Managers (Pty) Ltd (“RFM”), which is also the fund manager of the Fund Partnership and exerts management control over the Fund Partnership. Revego is ultimately controlled by Investec and does not directly or indirectly control any firm in South Africa. Revego manages third party funds and provides intermediary services on a discretionary basis. As a fund manager, Revego is responsible for the sourcing and managing of investments in operating renewable energy projects in South Africa and broader sub-Saharan Africa. The acquiring group has no other interests in renewable energy projects, nor does Revego nor RFM. However, Revego intends, through the Fund Partnership, to acquire equity instruments in several renewable energy projects.

[4]The Competition Commission found no horizontal or vertical overlaps in the activities of the merger parties.

[5]Revego intends, through the Fund Partnership, to acquire equity instruments in several renewable energy projects. In this regard, these acquisitions are the start of a series 1 Genesis Khobab holds a 15% interest in South Africa Mainstream Renewable Power Khobab Wind (RF) Proprietary Limited (the Khobab renewable project). 2 Genesis Loeriesfontein holds a 15% interest in South Africa Mainstream Renewable Power Loeriesfontein 2 (RF) Proprietary Limited (the Loeriesfontein renewable project). 3 Genesis Noupoort holds a 15% interest in South Africa Mainstream Renewable Power Noupoort (RF) Proprietary Limited (the Noupoort renewable project). 2 of renewable energy project acquisitions in which the Revego will invest. The Commission analysed the potential for this transaction to create information exchange concerns in light of— a. Investec’s minor interest 4 in the renewable energy project Kathu Solar Park, a 100MW Greenfield Concentrated Solar Power (CSP) project with parabolic trough and molten salt storage technology (the “Kathu Project”) located in the town of Kathu, Northern Cape; and b. the contemporaneously notified transaction where Revego intends to acquire Aurora Wind Power (RF) (Pty) Ltd, a renewable energy Independent Power Producer (“IPP”).

[6]The Commission found it unlikely any information exchange concerns may arise through Investec as a platform for the exchange of competitively sensitive information due to the fact that: a. Revego’s supply of electricity will be for Eskom’s national grid in line with the Renewable Energy Independent Power Producers Procurement Programme (“REIPPPP”) and the associated tender process. b. The acquiring group’s strategy in acquiring stakes in several renewable energy projects; and, with the exception of Aurora, the acquiring group will only hold minority shareholding and will not be active in the day-to-day operation and management of any of the various renewal energy projects.

[7]Neither of the target firms have any employees and accordingly, the proposed transaction will not have an adverse effect on employment and the merger also raises no other public interest concerns.

[8]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. 25 May 2021 Mr Enver DanielsDateMs Yasmin Carrim and Ms Andiswa Ndoni concurringTribunal Case Manager:Mpumelelo TshabalalaFor the Merging Parties:Anton Roets and Avias NgwenyaFor the Commission:Reabetswe Molotsi and Grashum Mutizwa 4 Shareholding of 7.5%.