Pareto Limited

January 30, 2010

On 9 December 2009, the Tribunal unconditionally approved the merger between Pareto Limited and Old Mutual Life Assurance Company (South Africa) Limited.

The Parties

The primary acquiring firm is Pareto Limited (“Pareto”), on behalf of a nominee, a company yet to be formed (“Newco”). Pareto is a company incorporated under the company laws of South Africa. Pareto is 60% controlled by the Board of Trustees1 of the Eskom Pension & Provident Fund (“EPPF”) and 40% controlled by the Public Investment Corporation (“PIC”).

The parties submitted that PIC does not control Pareto. The EPPF does not control any other firm besides Pareto.

The PIC is solely controlled by the Minister of Finance on behalf of the state. The PIC controls various firms including CBS Property Portfolio Limited (“CBS”).

The shareholders and the shareholding of Newco will be identical to that of Pareto. Thus Newco will be 60% controlled by EPPF and 40% controlled by PIC.

The primary target firm is Old Mutual Life Assurance Company (South Africa) Limited (“OMLACSA”), in respect of the two regional shopping centres, namely the Menlyn Shopping Centre in Pretoria and the Cavendish Square and Cavendish Connect (“Cavendish”) in Cape Town (“primary target properties”).

The transaction

In terms of the proposed transaction, OMLACSA will sell 50% of the ownership interest in the primary target properties (Menlyn Shopping Centre and Cavendish Square and Cavendish Connect) to Pareto. Pareto has elected to nominate a yet-to-be established special purpose vehicle as the purchaser. Post merger Menlyn Shopping Centre and Cavendish Square and Cavendish Connect will be jointly controlled by Newco and OMLACSA.


Download full document (pdf) | Source: www.saflii.org