Description of Activities

Description of transaction: The proposed transaction comprises the acquisition of the issued share capital in Windhoek Shelfco Commercial One Hundred and Forty One (Proprietary) Limited (“Shelfco”) by Namibia Mineworkers Properties (Proprietary) Limited (“Namprop”). 

Acquiring group: The primary acquiring undertaking is Namprop, which is a private limited company owned by NAM-MIC Holdings (Proprietary) Limited (“NAM-MIC Holdings”), which is in turn wholly owned by Namibia Miners Investment Trust (“NAMIT”), which was established by the Mineworkers Union of Namibia (“MUN”). Namprop controls Select Properties (Proprietary) Limited, Topaz Construction and Engineering (Proprietary) Limited and JHK Nam-Mic Properties (Proprietary) Limited. Namprop, its controlling entities and subsidiaries are herein referred to as the acquiring group. 

The acquiring group is involved in property development, construction and property sales or letting in Windhoek (office accommodation), Okahandja (residential accommodation and property sales) and Walvis Bay (unserviced land). 

Target undertaking: The primary target undertaking is Shelfco, a special purpose vehicle (SPV) intended for the development of the Greenvalley Lifestyle Mall. Shelfco is a subsidiary of Kayunyi Holdings Proprietary Limited (“Kayunyi”). Kayunyi is wholly owned by Mr. Richwell Njekwa Lukonga (“Mr. Lukonga”). The target undertaking is intended for the development of a shopping mall in Katima Mulilo, Namibia. Shelfco and its controlling entities are herein referred to as the target group. The target group is involved in property development, construction and land sales or leasing.

Relevant market: The merging parties defined the relevant market as the development, ownership, and letting of a lifestyle mall in Katima Mulilo, Namibia.

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