Tribunal orders investigation into Naspers control structure

Bekker, Stoffberg, Sanlam media interests under scrutiny.

The Competition Tribunal has granted an application by Caxton and CTP Publishers to intervene in the merger application between Media 24 (Pty) Ltd, Paarl Media Holdings (Pty) Ltd and Paarl Coldset (Pty) Ltd.

It also ordered Media24 to submit outstanding information to the Competition Commission regarding all firms directly and indirectly in control of Naspers. Media24 is a subsidiary of Naspers.

The tribunal specifically directed that information should be submitted about Naspers’ shareholders in unlisted A ordinary shares, including “Naspers Beleggings Ltd (Nasbel), Keeromstraat 30 Beleggings Ltd , Wheatfields 221 (Pty) Ltd, Sholto Investments BVI, De Goedgedacht Trust, Sanlam and Cobus Stofberg and Koos Bekker.

“Media24 must furthermore disclose all interests (other than in Naspers Ltd) of Nasbel, Keerom, Wheatfields, Sholto Investments BVI, De Goedgedacht Trust, Sanlam and Messer’s Stofberg and Bekker in the printing/publishing/media industries, as well as a full description of the relevant activities of the firm or firms in which these interests are held,” the tribunal directed.

It ordered the commission to investigate this further and to submit a supplementary report to the tribunal containing its final recommendation.

Moneyweb earlier reported that Caxton tabled information regarding the Naspers control structure, alleging that former CEO and current chairperson Koos Bekker, former MIH CEO Cobus Stoffberg and Sanlam were in ultimate control of Naspers. This was done during a hearing that dealt with Caxton’s application to intervene. The merging parties opposed the application.

Caxton accused the merging parties of misleading the competition authorities by not making a full disclosure.

In the merger Media24 will acquire the last 5% of in Paarl Media Holdings that it does not yet control as well as 12.63% in Paarl Coldset from the Retief family. Lambert Retief (61), who has earlier been said to have operational independence in managing the Paarl Media Group, plans to retire from the business.

Caxton challenged the merging parties’ contention that the merger would not make much of a difference, because Media24 already held 95% of the shares. Caxton said if that was the case, previous undertakings by the merging parties about operational independence could not have been honoured.

The tribunal now also ordered the commission to investigate who really controls Paarl Media Holdings and Paarl Coldset before the proposed transaction.

Caxton said during the hearing that the merger involves the biggest publishing company and the biggest printing company in South Africa and could lead to anti-competitive information sharing negatively affect media diversity in South Africa.

The merging firms denied these allegations stating, among other things, that Caxton’s concerns had been conveyed to the commission which remained unconcerned by the proposed transaction.

The Competition Commission, which assesses large mergers before referring them to the Tribunal, recommended that the tribunal approve the Media 24/Paarl merger without conditions.

The tribunal has granted Caxton permission to participate in the merger hearing. It will get access to documents filed in the case, to cross-examine any witnesses that may appear in the case during the hearing and to adduce oral and documentary evidence.

When approached, Meloy Horn, head of investor relations said Naspers won’t be commenting at this time.

Caxton is a majority shareholder in Moneyweb.

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