# CONTENTS
# PAGE
# NOTIFICATION MERG.004/03/25
# 1-2
NOTIFICATION OF MERGER/ACQUISITION TO THE ECOWAS REGIONALCOMPETITIONAUTHORITY: D.F HOLDING (CASTEL GROUP) AND GUINESSGHANA BREWERIES PLC
# COMMUNICATION OF THE ECOWAS REGIONAL COMPETITION AUTHORITY ON THE NOTIFICATION OF THE GUINESS GHANA BREWERIES BY D.F. HOLDING (CASTEL GROUP)
Purpose of the notification of the proposed acquisition
The ECoWAS Regional Competition Authority (ERCA) received a merger notification from D.F HOLDING (CASTEL GROUP) and GUINESS GHANA BREWERIES PLC concerning the Acquisition of the Guiness Ghana Breweries Plc, a company owned by Diageo Group (80.41%). The Castel Group as the acquiring group operates within the Community market in production, bottling and distribution of beer and soft drinks.
The proposed transaction constitutes the sole control the businesses of the Guiness Ghana Breweries in the production and and marketing of beer, spirit, ready-to-drink and malted beverages. This is therefore subject to notification to the ERCA under the provisions of Regulation C/REG.23/12/21. The D.F. Holdings (Castel Group) will directly acquire shares of Diageo Group in Guiness Ghana Breweries Plc.
The notification of the transaction to ERCA, for the purpose of prior authorization, is in accordance with Article 2 (1) (a) of Regulation C/REG.23/12/21 on the rules of procedure for mergers and acquisitions in ECOWAS, the Enabling Rules PC/REX.1/01/24 on the threshold for mergers and acquisitions; and the thresholds for dominant and monopolistic positions. As the acquisition involves entity in ECOWAS member State, with the Acquiring group activities and companies in the Community market, it is, therefore, subject to notification to ERCA under the provisions of Regulation C/REG.23/12/21.
# Concerned parties
D.F. Holding is a company s a holding company of Castel group, which is also under the sole control of the Investment Beverage Business Fund, a fund listed on the Singapore Stock Exchange (ISIN No. SG9901942137 with its registered office at 34-38 avenue de la Liberté, L-1930 Luxembourg.
The company is in production and marketing of beer, spirits and ready-to drinks, and acquisition of the Guiness Ghana Breweries is to continue marketing of brands including Alvaro, Orijin, Smirnoff, Captain Morgan Gordon's and Guinness and other brands related to spirit products. The company's activities also include production of malted beverages, soft drinks, wine and related beverages.
Castel Group as a parent company of D.F. Holding is a beverage group founded in France in 1949 by Pierre Castel, from a wine trading company. Castel group controls a large number of companies operating worldwide with its address as, France. The Castel group could ultimately hold a stake of between 80.41% and up to 100% in Guinness Ghana Breweries PLC (irrespective as to the exact figure Castel group will continue to exercise sole control).
The Castel Group as acquiring group span across the Community market and the production, distribution and marketing of non-beverages and beverage products in member States of the Community using the different commercial name in each operating market of the community.
# Concerned Company in the Acquisition