- Hearings to enable parties and stakeholders to express their views on the proposed acquisition
The Competition and Consumer Authority (CCA) is holding public hearings to consolidate views from stakeholders on a proposed merger between Engine Limited and Vitol Emerald.
The proposed transaction entails Vitol Emerald Bidco (VEB) acquiring sole control over operations of Engen. The hearings, which are held both physically and virtually at CCA offices in Gaborone, began on 3 August The development follows a CCA announcement of a proposed “notification for the proposed acquisition of 74 percent of the entire issued and to be issued share capital of Engen Limited by VEB Proprietary Limited which is the Acquiring Enterprise”.
“The hearing will be held with each of the parties to the transaction and other interested third parties, pursuant to section 51(3)(a) of the Act,” said CCA in the announcement. It added that the hearing is intended to allow the parties to the transaction to make verbal representations to CCA about the transaction as well as allow other stakeholders such as competitors, customers, government stakeholders and the general public to express their views on the proposed acquisition.
“Furthermore, other interested parties not party to the proposed transaction will be afforded an opportunity to voluntarily submit to the Authority any documents, affidavits, statements or other relevant information in respect of the proposed acquisition,” CCA said. It noted that the acquiring enterprise, VEB, is a company incorporated in accordance with the Laws of South Africa. The shares in VEB are owned by Vitol Africa B.V., a company incorporated in accordance with the Laws of the Netherlands.
VEB and Vitol Africa B.V. are ultimately controlled by Vitol Holding II S.A. Vitol Holding is a company incorporated in accordance with the laws of Luxembourg. In Botswana, the Vitol Group, through its subsidiary Vivo Energy Botswana (Pty) Ltd or Vivo Botswana, is engaged in the importation and retail supply of refined petroleum products, i.e. gasoil (diesel), lubricants and gasoline to retail and commercial customers.
According to CCA, the directors of Vivo Botswana are Jay Gleacher and Harvey Foster (both British), Gertrude Bakanoki Muzola, Lorato Ntakhwana (Botswana), Pawan Kumar Juwaheer (Mauritius) and Hans Marcus Fredrich Paulsen (Uganda). The target enterprise, Engen, is a public company incorporated in accordance with the Laws of South Africa. Engen is controlled by Petronas Marketing International Sendirian Berhad. Petronas is a private company incorporated in accordance with the Laws of Malaysia. Petronas is the seller in the proposed transaction.
The Engen Group distributes certain refined petroleum products, i.e. gasoline, diesel, kerosene and lubricants from South Africa to the retail market and commercial customers in Botswana through a network of service stations across the country. Specifically, Engen provides unleaded 93 and 95 octane petrol as well as 50ppm diesel to a number of service stations (retailers).
According to the CCA document making the announcement, the lubricants division of the Engen Group specialises in the sale of greases and oils to customers. The products include automotive lubricants (passenger car motor oils and commercial vehicle lubricants) and industrial lubricants (industrial and marine lubricants), which form the core of the product offering, as well as private label products.
The Directors of Engen are Ahmad Adly Alias, Mohd Yusri bin Mohamed Yusof, Azrul Bin Osman Rani (all Malaysian), Aman Jeawon, Nombulelo Thokozile Moholi, Carol Winifred Nosipho Molope, Seelan Naidoo, Nkosemntu Gladman Nika, Freedom Phuthuma Nhleko and Sizwe Mfundo Sydney Nkosi (all South African). The Directors of Engen Botswana are S. Ndzinge, A.M. Siwawa, L. Makwinja, J. Ramesh (all Batswana), S.P. Williams, H. Morrison, F.J. Kotze (all South African) and B.F. Sameke (Zimbabwean).
