Description of Activities

Description of transaction: The Commission resolved to approve with conditions the acquisition that constitutes an establishment of a joint venture to facilitate the development and commercialization of the Etango Uranium Project. This involves the acquisition of a minority shareholding and creation of joint control of Bannerman Energy (UK) Limited, which holds a controlling interest in Bannerman Mining Resources (Namibia) Proprietary Limited, the owner of the Etango Uranium Project. 

Acquiring group: The primary acquiring undertaking, CNNC Overseas Limited (“CNOL”), is a company incorporated in Hong Kong, People’s Republic of China, and is involved in the prospecting and mining of uranium resources. CNOL is controlled by China National Uranium Corporation Limited (“CNUC”), a company also incorporated in Hong Kong, which is in turn controlled by China National Nuclear Corporation (“CNNC”). CNNC is wholly owned by the State-owned Assets Supervision and Administration Commission, a Chinese government entity. In Namibia, CNNC controls Zhonghe Resources (Namibia) Development Proprietary Limited (“Zhonghe Resources”), China Nuclear Engineering Corporation Namibia Proprietary Limited (“CNEC Namibia”), and CNUC Namibia Mining Limited (“CNNM”), a public company that controls Rössing Uranium Limited. Globally, the acquiring group’s activities include nuclear power operations, nuclear fuel production, natural uranium exploration and production, nuclear technology applications, and nuclear power construction.

Target undertaking: The target undertaking is Bannerman Energy (UK) Limited (“BMN UK”), a company incorporated in the United Kingdom. In Namibia, BMN UK holds a controlling interest in Bannerman Mining Resources (Namibia) Proprietary Limited (“BMN Namibia”) and Bannerman Investments Namibia (Proprietary) Limited (“BIN”). These entities, in turn, hold a controlling interest in Cooperative Bulk Handling Terminal Proprietary Limited (“CBHT”). BMN Namibia owns the Etango Uranium Project, which is the subject of the proposed transaction and is currently in the development phase. The project is not yet in commercial production; however, upon commencement, the Etango Uranium Mine is expected to produce uranium. Bannerman Investments Namibia (Proprietary) Limited (“BIN”) is a holding company whose sole purpose is to hold shares in CBHT. CBHT’s sole purpose is to develop and operate a bulk acid handling facility at Walvis Bay Port, which is not yet operational.

Relevant market: Defined relevant product market as the mining, production, and sale of uranium and the defined the geographic market as global.

Merger Determination

The Commission found the proposed transaction unlikely to result in the prevention or substantial lessening of competition or result in any undertaking to acquire or strengthen a dominant position in the market. However, recognising the transaction’s potential to stimulate investment, future uranium production, employment creation, skills transfer, and broader economic growth in Namibia, the merger was approved subject to conditions specifically designed to ensure that these anticipated benefits indeed translate into tangible and meaningful outcomes for Namibians, particularly through workforce localisation, skills development, and increased participation of local suppliers, SMEs, and historically disadvantaged persons in the project’s value chain.

Merger Determination No.3 of 2026___