Merger Alert: Tribunal approves Pareto acquisition of landmark Sandton property portfolio; and GEPF, Phatisa and WIPHOLD investment in agricultural sector

Tribunal approves Pareto acquisition of landmark Sandton property portfolio

The Competition Tribunal (“Tribunal”) has unconditionally approved a merger that will see Pareto Ltd (“Pareto”) acquire shares in Erf 596 Sandown Extension 38 Township, Registration Division IR, Gauteng Province, together with the associated rental businesses, from Liberty Group Ltd. Pareto already holds shares in the property and will, following the merger, acquire sole control.

Pareto is controlled by the Government Employees Pension Fund (“GEPF”), a defined benefit fund that manages pensions and related benefits on behalf of South African government employees. The GEPF’s assets are managed by the Public Investment Corporation SOC Ltd (“PIC”).

The acquiring group (Pareto and all the firms directly and indirectly controlled by the GEPF) is a property holding company with a local and international property portfolio, representing investments in South African and Eastern European metropolitan locations. The portfolio includes local and international retailers, hotels and shopping centres. It also has investments in retail office developments.

The target property comprises several prominent Sandton assets, including the Sandton Convention Centre, the five-star Sandton Sun and Sandton Towers, the three-star Garden Court Sandton City Hotel and the Sandton CBD Virgin Active Gym.

Tribunal approves GEPF, Phatisa and WIPHOLD investment in agricultural sector

The Tribunal has unconditionally approved a merger in which an acquiring consortium will acquire shares in Zaad Holdings (Pty) Ltd (“Zaad”). The consortium comprises the GEPF, represented by the PIC, Hybrid SPV (Pty) Ltd (“Phatisa SPV”) and WIPHOLD Shelfco No.1 (Pty) Ltd (“WIPHOLD Shelfco”). Following the implementation of the merger, the consortium will exercise joint control over Zaad.

Zaad operates in the agricultural sector, with activities focused on the breeding and supply of seeds, as well as the development and distribution of agrochemicals, including agricultural remedies and fertilisers.

The GEPF's non-controlling interests in firms operating in the broader agricultural sector (including poultry farming, production of milk products and grape and citrus production and exports) are relevant to the transaction.

Phatisa SPV is a newly incorporated South African special purpose vehicle. Its broader group operates as an African private equity fund manager, focused on investments in the food value chain and affordable housing sectors. In South Africa, it has investments in heavy equipment supply to the earthmoving, quarrying, mining and construction sectors, as well as in facilities management solutions (i.e. catering, site management, cleaning, housekeeping, laundry, maintenance, water treatment works, waste management, hygiene services and pest control).

WIPHOLD Shelfco forms part of an investment group with interests across the infrastructure, food and agriculture, financial services, mining, energy and services sectors.