The Competition Tribunal has approved, with conditions, the merger whereby JSE Limited (the JSE), the operator of the Johannesburg Stock Exchange, will acquire shares registry firm, Link Market Services South Africa (LMS SA).
“After 12 days of hearing oral evidence from factual witnesses and expert witnesses over a virtual platform, the Tribunal approved the intermediate merger subject to conditions crafted to guard against any potential merger-related competition-detriment,” said Competition Tribunal spokesperson, Gillian de Gouveia.
In a statement on Thursday, De Gouveia said the Competition Commission prohibited the merger in November 2019.
However, the JSE and LMS SA subsequently approached the Tribunal for a reconsideration of the Commission’s decision.
Computershare South Africa, an intervenor in the proceedings, joined the Commission in opposing the merger.
“The Commission, in its assessment of the transaction, earlier found there was a likelihood that the JSE would have a portfolio of products and services that no other party would have in the market, post-merger.
“The Commission therefore concluded that it was likely that the JSE would leverage its position as the dominant exchange to tie and bundle different services across the capital market value chain to the detriment of competition – and prohibited the merger,” said De Gouveia.
The transaction has been approved subject to numerous conditions that will remain in force for as long as the JSE (or a successor in title) is in control of LMS SA.
The conditions, which will also be made available in full on the Tribunal’s website.
The conditions include that the JSE will not be permitted to bundle or tie any products/services related to its licensed functions with any of the services offered by LMS SA.
In performing any of its regulatory functions, the JSE will not require market, promote or incentivise issuers/sponsors to make use of LMS SA’s products or services.
The JSE will not be able to use any of its regulatory functions to favour issuers/sponsors on the basis that they make use of LMS SA’s services.
It will also not be permitted to influence, require or induce issuers/sponsors to make use of LMS SA’s services.
In addition, the JSE must ensure that information relating to issuers/sponsors and their transactions and activities, obtained through its regulatory functions, is not directly or indirectly available or made available to LMS SA.
De Gouveia said the JSE will be required to have protocols in place to ensure that information it obtains in the performance of its regulatory functions is not made available to LMS SA.
Publication of transfer secretaries’ contact details
The JSE will be required to publish, on its website and in its JSE Quarterly publication (or any successive publication), the name and contact details of any provider of transfer secretarial services at the request of such a provider, and must state that, in so doing, it is complying with the conditions.
The JSE shall, on request, provide its postbox services to any provider of transfer secretarial services.
“It must do so on terms no less favourable than those on which it provides such postbox services to LMS SA,” De Gouveia noted.
Shareholding in Strate
The JSE may also not use its shareholding in Strate (Pty) Ltd, South Africa’s principal central securities depository, to direct or influence the way in which Strate fulfils its regulatory functions like its employees or representatives may not be appointed to committees of the Strate Board established in respect of a central securities depository participant that is authorised by Strate.
De Gouveia said the Tribunal’s reasons for its decision will be released in due course, and will be made available on the Tribunal’s website at www.comptrib.co.za.
The JSE is a capital exchange offering multiple platforms for the listing and trading of various securities including shares, bonds and derivatives. The JSE also provides ancillary services such as meeting management services and information services.
LMS SA is a share registry, custody and investor service provider that offers services including transfer secretarial and registry services; custodial; settlement and nominee services; analytics and other support services, including meeting management services; and stakeholder engagements.