General Atlantic Singapore Fun Pte Ltd., Singapore — Combination C-2018/07/582
- Case No.C-2018/07/582
Ratio decidendi
The rule this decision rests on
A combination notified under section 6(2) may be approved under section 31(1) where, on the notice and the facts on record, and having assessed the factors listed in section 20(4), the Commission is of the opinion that it is not likely to have an appreciable adverse effect on competition in India. Where an acquirer's shareholding in the target changes only marginally, from 21.60 to 21.15 percent, the acquirer's rights remain unchanged, and incoming investors acquire no rights in the target, the combination is not likely to alter the market dynamics in which the parties operate, and so does not on that basis raise an appreciable adverse effect on competition. The approval rests on the information furnished by the acquirer, and it stands revoked if that information is found to be
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Notice under Section 6 (2) of the Competition Act, 2002 filed by General Atlantic Singapore Fund Pte. Ltd.
CORAM:
Mr. Sudhir Mital Chairperson
Mr. Augustine Peter Member Mr. U.C. Nahta Member
Legal Representative: Bharucha & Partners
Order under Section 31(1) of the Competition Act, 2002 1. On 09th July, 2018, the Competition Commission of India (hereinafter referred to as the “Commission”) received a notice filed by General Atlantic Singapore Fund Pte. Ltd. (“GASF”/”Acquirer”), pursuant to execution of Investment Agreement dated 19th June, 2018, executed inter alia, between GASF and IIFL Wealth Management Limited (“IIFLW”/“Target”). (hereinafter, the Acquirer and the Target are collectively referred to as “Parties”)
2. The proposed combination has been filed under sub-section (2) of Section 6 read with sub-section (a) of Section 5 of the Competition Act, 2002 (“Act”). It is stated that pursuant to Investment Agreement, IIFLW allot and issue certain equity shares to new
COMPETITION COMMISSION OF INDIA For Greater Good investors and GASF in exercise of its pre-emptive rights granted under Shareholders Agreement dated 24th October, 2015, to maintain its shareholding in case new securities are issued by IIFLW, will subscribe 566,500 equity shares of IIFLW.
3. GASF, an investment holding company, incorporated in Singapore and is managed and advised by entities controlled by General Atlantic Services Company LLC (“GASC”), a private equity firm based in United States of America. The principal activity of the GASF is investing and it invests through the foreign direct investment route in portfolio companies in India. Further, it is stated that GASF is an existing shareholder of IIFLW and holds 21.61 percent stake in IIFLW alongwith certain affirmative rights and right to nominate director(s) on the board of IIFLW.
4. IIFLW, a public company incorporated India, is, inter alia, engaged in portfolio management services, distribution of financial products and acts as a stock broker. IIFLW is a part of IIFL Group and IIFL Holdings Limited (“IIFL Holdings”) is the ultimate holding company. IIFL Holdings, a public company incorporated in India, is, inter alia, engaged in the business of loans and mortgages, wealth and asset management activities. 5. It is submitted by the Acquirer that post the proposed combination, shareholding of GASF in IIFLW will change from 21.60 percent to 21.15 percent and there will not be any change in rights held by GASF. Further, it is also stated that new investors are not acquiring any rights in IIFLW. In this regard, the Commission noted that as a result of proposed combination there will not be any change in the market dynamics in which Parties are involved. 6. Considering facts on record, details provided in the notice given under sub-section (2) of Section 6 of the Act and assessment on the basis of factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have an appreciable adverse effect on competition in India. 7. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.
COMPETITION COMMISSION OF INDIA For Greater Good
8. The Secretary is directed to communicate to the Acquirer accordingly.
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