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Competition Authority approves acquisition of BCL assets by PNR

BCL

In a regulatory approval that moves the resuscitation of the former Copper and Nickel mining giants a step closer, Competition and Consumer Authority (CCA) — Botswana’s business dealings watchdog has given green light to the sale of some BCL assets to Premium Nickel Resources Botswana.

In a statement last week, the authority notified the market of the decision it made in relation to the proposed acquisition by Premium Nickel Resources (Pty) Ltd (“PNRB or the Acquirer”) of certain assets of the business of BCL Limited (“BCL”) (in liquidation), more particularly certain business assets related to the Selebi Mines (hereinafter the “Selebi Assets” or the “Target”).

The transaction was notified to the Authority on 16th December 2021 and the merger assessment was completed on 13th January 2022. The Primary Acquiring Enterprise, PNRB, is a limited liability company duly incorporated in terms of the Company Laws of the Republic of Botswana.
PNRB is wholly owned by PNR Selebi (Barbados) Limited (“PNR Barbados”). PNR Barbados is in turn owned by PNR International Limited (“PNR International”) which is wholly owned by Premium Nickel Resource Corporation.

The Acquirer does not directly or indirectly control any enterprise in Botswana. PNRB is a special purpose vehicle that was incorporated for the purpose of acquiring the Selebi Assets. Other than that, PNRB does not have any activities in Botswana, it does not produce or sell any products into or from Botswana.

The Target comprises certain assets of the business of BCL, a limited liability company incorporated under the Laws of Republic of Botswana. BCL is wholly owned by Minerals Development Company Botswana (Pty) Ltd (“MDCB”) which is in turn wholly owned by the Government of the Republic of Botswana.

BCL has been in liquidation since October 2016 following deterioration of Copper prices in international commodity markets. The company is currently under the care of the Liquidator, Trevor Glaum N.O who has assumed the powers of the board of directors of BCL. Prior to its liquidation, BCL mined and produced nickel-copper-cobalt (“Ni-Cu-Co”) at the BCL Mine site. The Ni-Cu-Co was exported out of Botswana to international markets such as Norway in Northern Europe.

When assessing the Substantial Lessening of Competition, the Competition Authority discovered that the transaction not expected to substantially lessen competition due to the absence of product overlaps in the activities of the merging parties. The merger, according to the CCA is not expected to result in the reduction of the number of players in the market, “hence will not affect the structure of the market.”

In terms of the Acquisition of a Dominant Position, it was found that the proposed transaction will have no effect on the market status quo; and as such, the merged entity is not expected to attain any dominant position on account of the transaction. In addition, there are Ni-Cu-Co producing companies identified in given geographic regions and having greater market shares to pose effective competitive constraints to the merging parties. Furthermore, the transaction is not expected to negatively impact on rivalry nor harm consumers.

With regards to Public Interest Considerations, the merger assessment findings reveal that the proposed transaction will not have an adverse effect on levels of employment in Botswana. Following the liquidation of BCL, at least 5000 workers of BCL were retrenched with 480 staff remaining for purpose of providing security and care and maintenance activities. The Competition Authority says the proposed transaction will result in a gradual increase in employment and resuscitate the town of Selebi-Phikwe post implementation.

The Authority determined through the analysis of the facts of the merger, that the proposed transaction is not likely to result in a substantial lessening of competition, nor endanger the continuity of service in the relevant market in Botswana.  “Furthermore, the proposed merger will not have any negative effect on public interest matters in Botswana as per the provisions of section 52(2) of the Competition Act 2018.” stated the Authority in the statement.

Pursuant to the provision of section 53 of the Act, the Competition Authority  unconditionally approved the proposed acquisition by Premium Nickel Resources (Pty) Ltd (“PNRB or the Acquirer”) of certain assets of the business of BCL Limited (“BCL”) (in liquidation), more particularly certain business assets related to the Selebi Mines (hereinafter the “Selebi Assets” or the “Target”).

However, as stated under section 61 of the Act, the Authority underscored that the approval does not override or negate any other mandatory statutory approvals or processes that any of the parties to this merger must comply with under the Laws of Botswana. In September 28, 2021 Premium Nickel Resources Botswana (“PNRB“)  announced that it has executed a definitive asset purchase agreement (“APA”) with the Liquidator of BCL Limited (“BCL”) to acquire the Selebi, and Selebi North (together the “Selebi Assets”) nickel-copper-cobalt (“Ni-Cu-Co“) assets and related infrastructure formerly operated by BCL, with the closing of the transaction, and transfer of ownership of the assets, expected within 120 days.

PNRB  also announced that it was negotiating a separate asset purchase agreement to finalize terms for any prioritized Tati Nickel Mining Company (“TNMC”) assets that may be purchased.   PNR submitted its indicative offer to the BCL and TNMC liquidators in June 2020 to acquire the assets of the former producing BCL Mining Complex and separately the TNMC operations located in north-eastern Botswana.

On February 10, 2021, PNR was selected as the preferred bidder and on March 22, 2021, PNR entered into a memorandum of understanding providing for a six-month exclusivity period to complete additional work and negotiate the asset purchase agreements.  The Selebi Assets include two shafts and related infrastructure (rail, power, and water). Shaft sinking and plant construction started in 1970. Mining concluded in October 2016 when the operations were placed on care and maintenance due to a failure in the processing facility. PNRB’s redevelopment plan is based on the re-characterization of the remaining resources and the ability to produce both a Cu concentrate and a separate Ni-Co concentrate

Business

Food prices continue to rise, but at a slower rate

28th November 2022

Prices for cereals or staple foods in Botswana and other Southern African countries continue to rise at a slower pace, following trends in the global markets, according to the latest November 2022 Food Price Monitoring and Analysis by Food Agricultural Organization (FAO) of the United Nations.

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Business

Still doing business the old way?

18th November 2022

It’s time to get business done better with MTN Business Botswana’s ICT Solutions.

Running a digital businessMTN Business Solutions Botswana, popularly known as MTN Business is an Internet Service Provider. We are a subsidiary of MTN Group Limited, a multinational telecommunications Group headquartered in South Africa, which operates in 19 markets across Africa and the Middle East.

More and more, clients are looking for ways to keep their staff productive in a dynamically changing business environment. Whether your people are working from home, the office or abroad, there is a growing recognition that digitising your operations can offer unprecedented commercial value in flexibility, productivity and growth. This new, digital reality means that it is more important than ever to stay agile – if there is anything that can slow a business down, it is being burdened by othatld technology.

Having made substantial investments in fibre technology, high-speed terrestrial and undersea networks and new frequency spectrum across the markets wherein it operates, MTN is perfectly positioned to respond to this shift in the market.

A few years ago, MTN also made the decision to build an IP capable radio network for its mobile services, giving its core network the ability to seamlessly integrate with enterprise IP networks. The mobile towers deliver services to enterprise clients absolutely anywhere it has a network, shortening the last mile and removing complexity and cost.

Now there is increasing demand from clients to connect their remote sites in all areas, including rural and semi- rural. MTN has assisted clients with overcoming this connectivity hurdle, enabling their staff to get the job done wherever they are.
MTN’s evolution

For MTN, the focus has shifted from just being a core telecommunications services provider, towards also becoming a technology solutions provider. The service offering now also includes Unified Communications, Data Hosting and Cloud Solutions, Security-As-A-Service and Managed Network Services. The scope has changed to being client and industry specific, so the requirements and service portfolio vary from one client to the next. The expectation is that a company like MTN must respond to these challenges, helping clients to get business done better as they shift from old to new technologies.

As many businesses continue to grapple with a digitally dynamic world, they face new challenges that have to be solved. This environment will benefit those that are more digitally enabled and agile. It is a brave new world that will favour online over on-site, wireless over wired and fluid over formulaic. Businesses will seek out partners and suppliers that are every bit as flexible and forward-looking as they are.
Ultimately, clients need partners like MTN Business that will invest in infrastructure, deliver the services they require, have market credibility, are financially sound and have a long-term commitment to their market presence.

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Business

BIE to vitalize the Dignity of Engineers

9th November 2022

Botswana Institution Of Engineers (BIE), has last week hosted a gala dinner in  which they appreciated engineers who worked tirelessly and with dedication for 10 years from 1983 to steer the BIE to its current status.

The event that was held at the Phakalane Golf Estate had brought together young, experienced and veteran engineers and was held under the theme “Vitalize the dignity and eminence of all professional engineers”.

Explaining the theme, the institution’s treasurer, Thanabalasingam Raveendran said that engineers were looked upon reverentially with respect as the educated but with time it seems to have deteriorated. He indicated that there is a need to change the narrative by all means.

“The BIE exists for the welfare and the betterment of us Botswana engineers, we need to recognize specialised units within our Institution. We Engineers strongly believe in Engineers make it happen” Raveendran said.

He indicated that under the theme they appeal to all engineers to energize, to attain quality of being worthy of honour and respect and to achieve recognized superiority amongst the Society.

Raveendran stated that engineers need to ensure their end product is of good quality satisfying the end users expectations and engineers must be honest in their work.

“Approximately 8000 engineers registered with Engineering Regulatory Board (ERB) are not members of the BIE, engineers need to make every effort to recruit them to BIE” he said.

He alluded that BIE being a society, it currently needs to upgrade itself at par with professional institutions elsewhere like the UK and USA.

He further stated that BIE has to have engineering units of specialised disciplines like Civil/Mechanical/electrical etc

“As President Masisi indicated in his inaugural speech, the young people, who make 60 percent of the population of this country, are the future leaders and therefore investing in them is building the bridge to the future” said Raveendran

Kandima indicated that BIE has a memorandum of Understanding with Engineers Registration Board (ERB), where BIE is a recognised provider of CPD training, mentorship programmes and more importantly IPD undertaking to upgrade the skills and know-how of our engineers.

“For us to achieve our mandate and make worthwhile changes to engineering in Botswana, we have to be totally focused and act with intent” said Kandima.

Furthermore, Stephen Williams, past president of the BIE from 1986-1988 told the engineers that  the BIE provides a fertile environment where they can meet, share ideas and grow professionally.

“The BIE is also a nesting place for graduate engineers to learn from their peers and seniors, it also cater for engineering technicians and technologists and so nobody in the technology field is left out” he said.

He further indicated that Botswana Government provides a conductive environment for growth of engineering professionals.

“It must be stated that the Botswana Government recognises the existence of BIE and it can further be stated that the government enables ERB to carry out its mandate as a regulator of engineering professionals” said Williams

He plead with engineering companies to recognize and support BIE as it is the only source of engineering personnel’s for various Industries .

Furthermore, when giving his farewell speech, Michael Pinard , a past president of the institution  said how they are viewed as engineers by the general public might be due to some lack of appreciation as to exactly what role they play in the development of the country.

“The BIE slogan is aptly coined-Engineers make it happen, in other words, what man dreams engineers create” Said Pinard.

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