Description of Activities

Description of transaction: The proposed transaction involves the acquisition by Salt Equity SA Investment Partnership (“Salt Equity SA”) of the majority of the issued share capital of each of Dispense Logic and EOEC Group Proprietary Limited. Additionally, the cession and transfer of certain sale claims on the loan accounts owned by PAPE Fund 3 General Partner Proprietary Limited.

Acquiring group: The primary acquiring undertaking is Salt Equity SA, an en commandite partnership incorporated according to the laws of South Africa, whose partnership interest is held by Salt Equity I LP and Salt Equity I CO Invest C.V. Further, Salt Equity SA is controlled by Salt Capital SA GP, which is in turn controlled by Salt Capital GP Limited, and ultimately controlled by 5 individuals. In Namibia, the acquiring group controls the Namibian Oncology Centre (Pty) Ltd through Salt Oncology Holdings Proprietary Limited. Additionally, through Salt Investment Holdings Proprietary Limited, it controls the following entities: Walvis Bay Medipark (Pty) Ltd; Erongo Radiology (Pty) Ltd; Otjiwarongo Medical Services (Pty) Ltd; Medipark Equipment Rental (Pty) Ltd; Spescare Namibia (Pty) Ltd; Rhino Park Holdings Proprietary Limited, which controls Medfam Holdings (Pty) Ltd, which owns and operates Rhino Park Private Hospital in Windhoek. Salt Equity SA controls Pirtek Africa Proprietary Limited, an entity that is not based in Namibia; however, derived turnover in, into, or from Namibia.

Salt Equity SA operates as an investment vehicle through which the funds managed by Salt Capital hold interests in a range of portfolio companies. At the acquiring group level, Salt Capital is an independent private equity fund manager focused on making growth-capital investments in small and medium-sized enterprises across southern Africa. In relation to Namibia, the acquiring group is active in the provision of private hospital services, oncology services, Industrial supplies (premium fluid transfer solutions), medical diagnostic imaging, property holding company, leasing of medical equipment and other assets to the medical institutions, medical care and recovery services for patients requiring rehabilitation after surgery, illness, or injury.

Target undertaking: The primary target undertakings are Dispense Logic (“DL Mauritius”) and EOEC Group Proprietary Limited (“EOEC”) (collectively primary “target undertakings”). Both of the target undertakings are controlled by PAPE Fund 3 General Partner Proprietary Limited. The target undertakings control several entities; however, only EOEC controls an undertaking in Namibia, being Liquidlogic Refrigeration Namibia Proprietary Limited (“LL Namibia”). LL Namibia services comprise beverage dispensing services, refrigeration services, equipment and spare part sales, draught services, and other services. LL Namibia operates from Windhoek, Ongwediva, and Walvis Bay. 

Relevant market: The merging parties submit that the product market is the national market for the supply, installation, service, repair, and maintenance of beverage dispensing equipment (in relation to hot and cold beverages), refrigeration systems, and air conditioning units. 

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