| Citation(s) |
|---|
| 2023 SLG 1653 2023 CLD 475 2023 SLD 1653 |
Competition Commission of Pakistan
Case No. 1346/Merger-CCP/22, decided on 21st March,2023.Date of hearing: 13th March, 2023.
Before Ms. Rahat Kaunain Hassan, Chairperson and Ahmed Qadir, Director General
Farrukh H. Khan, Chief Executive Officer, Nadir Rehman, Chief Operating Officer, Dr. Fakhara Rizwan, Company Secretary, Tariq Qureshi, Director General Manager, Vaseeq Khalid, Partner, Mohsin Tayebaly & Co. and Ms. Eman Siddique, Associate, Mohsin Tayebal
Case No. 1346/Merger-CCP/22, decided on 21st March,2023.Date of hearing: 13th March, 2023.
Before Ms. Rahat Kaunain Hassan, Chairperson and Ahmed Qadir, Director General
Farrukh H. Khan, Chief Executive Officer, Nadir Rehman, Chief Operating Officer, Dr. Fakhara Rizwan, Company Secretary, Tariq Qureshi, Director General Manager, Vaseeq Khalid, Partner, Mohsin Tayebaly & Co. and Ms. Eman Siddique, Associate, Mohsin Tayebal
ACQUISITION OF UPTO % SHAREHOLDING OF MESSRS CENTRAL DEPOSITORY COMPANY OF PAKISTAN LIMITED BY MESSRS PAKISTAN STOCK EXCHANGE LIMITED FROM MESSRS ALLIED BANK LIMITED AND MESSRS IGI INVESTMENTS (PRIVATE) LIMITED: In re
Law: Competition Act, 2010
Section: 11,31(1)(d)(i)
Competition Act (XIX of 2010)--- ----Ss. 11 31(1)(d)(i)---Competition (Merger Control) Regulation, 2016, Regln. 6---Pre-merger proceedings---Acquiring of shares---Pakistan Stock Exchange intended to acquire total shares of Central Depository Company (CDC) from two seller companies---Validity---Intention of acquisition is based on two circumstances i.e. where parties have signed a share purchase agreement, or have agreed in principle to proceed with the transaction---Provision of S. 11(2) of Competition Act, 2010, deals with a situation where an undertaking intends to acquire and provision of S. 11(3) of Competition Act, 2010, deals with the situation where the concerned undertaking agrees in principle or signs a non-binding letter of intent---Intent to acquire more shares in CDC as disclosed in Pakistan Stock Exchanges financial statement, did not attract pre-merger notification requirement, until willingness of the seller existed---Phase II review was not tenable to the extent to allow clearance for subject transaction and review remaining potentially acquisitions up to the extent of percentage so mentioned---Competition Commission was not empowered to treat such transaction in piecemeal and the same was contradictory to the stance of Pakistan Stock Exchange, where it had itself stated that such a transaction was not at all certain and would require a number of steps to be consumed before Pakistan Stock Exchange would be in a position to submit a pre-merger application and such was premature---Competition Commission could not assume or approve a transaction hypothetically---In regulatory scheme, timeline envisaged was not followed, therefore notwithstanding the regulatory intent, the Commission could not proceed on mere assumption in the absence of willing sellers---Competition Commission restricted Phase II review to the extent of Pakistan Stock Exchanges acquiring specified percentage of shareholdings in CDC---Current acquisition of specified percentage of share-holdings taking the total share-holding to a specific percentage in CDC did not raise any competition concern and would not lead to any material change in control in CDC or lessening of competition…
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