CCA to Hold Public Hearing on Proposed Heineken B.V and Distell Namibia Breweries Acquisition

CCA TO HOLD PUBLIC HEARING ON THE PROPOSED ACQUISITION OF A FURTHER INTEREST IN NAMIBIA BREWERIES LIMITED AND THE IN-SCOPE ASSETS OF DISTELL GROUP HOLDINGS LIMITED BY HEINEKEN B.V (“HEINEKEN”) THROUGH SUNSIDE ACQUISITIONS LIMITED (“NEWCO”)

Pursuant to section 51(1) of the Competition Act, the Competition Authority invites members of the public to a hearing in relation to the proposed acquisition by Heineken through Newco of -

i.  a further interest in Namibia Breweries Limited (“NBL”); and

ii.  the combination of Heineken’s current South African business, and the flavoured alcoholic beverages (“FABs”), wine and spirits businesses of Distell Group Holdings Limited (“Distell”).

The hearing will be held virtually on Thursday 23^rd June 2022 at 10:30 hours. The hearing will be held with each of the parties to the transaction and other interested parties, pursuant to section 51(3) (a) of the Competition Act. The hearing is intended to allow the parties to the transaction to make verbal representations to the Authority with respect to the transaction as well as allow their competitors 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, affidavit, statements or other relevant information in respect of the proposed acquisition. Though not mandatory, it would be preferable for those attending to submit copies of what they intend to present to the Authority no later than Tuesday 14^th June 2022.

The Parties to the Transaction

The Acquiring Enterprise, Newco, is a company duly incorporated in terms of the Laws of the Republic of South Africa. It does not control any entity in Botswana. Newco is a special purpose vehicle controlled by Heineken. Heineken is active in the production, marketing and distribution of beer and other beverage products through its subsidiaries and associated companies. Heineken is active in Botswana through a wholly-owned subsidiary Heineken Botswana Proprietary Limited (“Heineken Botswana”).

Heineken does not have local manufacturing facilities in Botswana, and all of Heineken's beverages are imported from South Africa through Heineken N.V.’s South African-based subsidiary, Heineken South Africa Export Company (“HSAEC”). Heineken Botswana is responsible for the day-to-day execution of

various commercial functions in Botswana, such as demand planning sales and marketing, in conjunction with its local distributors. The directors of Heineken Botswana are Nicolaas Josephes Vos (Motswana), Neil Roy Stainton (South African) and Maarten Hoedemaker (Dutch).

The Target Enterprises

NBL Investment Holdings Proprietary Limited (“NIH”), is a company incorporated in accordance with the Laws of Namibia. NIH is controlled by O&L Beverage Co. Proprietary Limited (“Olfitra”) and Heineken. NIH is a holding company which controls NBL, a company incorporated under the Laws of Namibia and listed on the Namibian Stock Exchange. NBL produces a range of beers (and other beverages) in Namibia.

In Botswana, NIH indirectly controls Flycatcher Proprietary Limited (“Flycatcher”) through NBL. Flycatcher is a dormant entity that does not sell any goods or provide any services. NBL does not have any local production facilities in Botswana. Since 2019, NBL’s products have been imported into Botswana from South Africa by Heineken in terms of a pre-existing arrangement with HSAEC and distributed for sale in Botswana through the same local distributor appointed to distribute Heineken’s products (SMC Brands Botswana Proprietary Limited).

The Directors of Flycatcher are Nicholaas Josephes Vos (Motswana), Sven Thieme and Hendrik Jacobus van der Westhuizen (Namibian).

Distell, is a company incorporated in accordance with the Laws of the Republic of South Africa. Distell is controlled by Remgro Limited. In Botswana, Distell indirectly controls Distell Botswana Proprietary Limited (“Distell Botswana”). Distell is a South African-based company that manufactures, markets and distributes wines, spirits and FABs. Distell does not have any local manufacturing facilities in Botswana. It supplies customers with FABs, wine and spirits by exporting these products into Botswana from South Africa and distributing them through a single appointed local distributor.

The Directors of Distell Botswana are Philip Leon Fouche (Namibian), Huibertus Marius Magtellus Francois Cloete (South African) and Tsaone Modirwa Semausu and Wilson Kenneth Khupe (Batswana).

Any questions on the above-mentioned hearing may be directed to:

Director, Mergers and Monopolies, Competition and Consumer Authority, Private Bag 00101, Gaborone, Plot 28, Matsitama Road, Main Mall,

Tel: +267 3934278   Fax: +267 3121013

Email: Nomathemba.dladla@competitionauthority.co.bw