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COMPETITION TRIBUNAL OF SOUTH AFRICA

Case NO: 35/LM/Apr08

In the matter between

Investec Bank Ltd Primary Acquiring firm

And

Clidet No. 808 (Pty) Ltd Primary Target Firm

Panel : Y Carrim (Tribunal member); D Lewis (Tribunal member) and N Manoim (Tribunal member)

Heard on : 18 June 2008

Decided on : 18 June 2008

Reasons Issued : 04 September 2008

Reasons for decision

Approval

[1] On 18 June 2008 the Competition Tribunal issued a Merger Clearance Certificate approving a merger between Investec Bank Ltd and Clidet No. 808 (Pty) Ltd unconditionally. The reasons appear below.

Parties

[2] The primary acquiring firm is Investec Bank Ltd (“Investec”), a public company listed on the JSE Securities Exchange. Investec is controlled by Investec Ltd (“Investec Ltd”).¹

[3] The primary target firm is Clidet No. 808 (Pty) Ltd (“Clidet”). Clidet is a new company established under the company laws of the Republic of South Africa for the purpose of the instant transaction. Clidet is a wholly owned subsidiary of African Revival Holdings² (Pty) Ltd (“African Revival”). African Revival is a wholly owned subsidiary of Dr. Maqetuka.³

Transaction

[4] In terms of the structure of the transaction, Investec intends to acquire 30% shares with minority protection rights in Clidet. As a condition precedent to this acquisition and as a restructuring of certain investments held by Dr. Maqetuka in his personal capacity, African Revival, an entity solely controlled by Dr. Maqetuka, will acquire Dr. Matequka’s interests in the following firms: Innovative Sanitary Solution, Nsele, Vital Distribution, Siyahamba Engineering, Isitali Consortium, Mateqs, Zoza and Clidet 779.

[5] Following this acquisition, Clidet will then acquire from African Revival an interest in the above firms according to the following proportions: Innovative Sanitary Solution (50%), Nsele (25%), Vital Distribution (15%), Siyahamba Engineering (36%), Isitali Consortium (10%), Mateqs (100%), Zoza (50%) and Clidet 779 (100%).⁴

Rationale

[6] Investec submits that it sees Clidet’s BEE platform as a strength from which it would grow its investment exposure in the broader infrastructure sector and related industries such as transport, rail and power.

[7] From Dr. Matequka’s perspective, the transaction will enable him to further develop his business interest in the infrastructure sector where a number of pipeline opportunities have arisen.

Parties Activities

[8] The Investec group is an international, specialist banking group that provides a diverse range of financial products and services to a niche client base. Investec’s principal business is divided into investment banking, treasury and specialised finance, private client banking, portfolio management and stock broking as well as asset management.

[9] Clidet is an investment holding company which does not offer products or services. It hold interests in firms involved in plumbing, telecommunications, steel merchant, steel scaffolding and engineering.

Competition analyses

[10] There is no overlap between the activities of the merging parties as Investec is not active in the sectors in which Clidet has investments.

Public interest

[11] The transaction does not give rise to any public interest issues and is accordingly approved without conditions.

___________________ 04 September 2008

Y Carrim Date

Tribunal Member

Concurring: D Lewis and N Manoim

Tribunal Researcher : I Selaledi

For the merging parties : Cliffe Dekker Inc.

For the Commission : Thabelo Ravhugoni (Mergers & Acquisitions)

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