ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 10/2022 Case Number: 08.05.001.021.064 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration concerning the acquisition from Aroundtown Ltd the share capital of REM International (Cyprus) Ltd, which owns part of the share capital of Kition Ocean Holdings Limited, Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karidis, Member Mr. Panayiotis Oustas, Member Mr. Aristos Aristidou Palouzas, Member Mr. Polinikis Panayiotis Charalambides Member Date of decision: 23 February 2022 SUMMARY OF DECISION On the 10th of November 2021 the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Aroundtown Ltd (hereinafter the « Aroundtown» or «Buyer»), a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which Aroundtown SA, via Aroundtown Ltd, intends to acquire the share capital of REM International (Cyprus) Ltd (hereinafter the “REM”), which owns part of the share capital of Kition Ocean Holdings Limited (hereinafter "Kition"). Specifically, the current shareholders of Kiton is Prosperity Group CY Ltd (hereinafter "Prosperity") and REM. As a result of the L.C A.K. P.O. Α.Α.P. P.P.C 1 acquisition by Aroundtown of the share capital of REM, Aroundtown, through REM, own part of the issued share capital of Kition. Prosperity will own the remaining percentage of the issued share capital of Kition. The enterprises participating in this merger are the following:
- Aroundtown Ltd which is a company duly registered under the laws of the Republic of Cyprus and is the main holding company of the Aroundtown group. Aroundtown Ltd provides its subsidiaries and other related companies within the group with financing in relation to their investments. Aroundtown Ltd is wholly owned by Aroundtown SA. Aroundtown SA is active in the field of investments and financing. The Group's portfolio consists of assets and includes offices, hotels, residences, and other properties, which are located in major European cities, with a high diversity of tenants.
- REM International (Cyprus) Ltd is a company duly registered under the laws of the Republic of Cyprus and is one of the shareholders of Kition Ocean Holdings Limited.
- Kition is a company duly registered according to the laws of the Republic of Cyprus. The shareholders of the said company are Prosperity Group CY Ltd and REM. Kition is a joint venture vehicle, which was incorporated as a condition for the conclusion of the Concession Agreement, in which as the Contractor it has undertaken, inter alia, the exclusive right and obligation to design, construct, finance, operate, maintain and accordingly, return to the Government of the Republic of Cyprus the Port and Marina of Larnaca, as well as the Real Estate Area as defined in the Concession Agreement. This transaction was approved by the Commission by decision no. 37/2020 dated 15/9/
- As a result of the transaction, Aroundtown will indirectly acquire a part of Kition's share capital. Therefore, the transaction results in the acquisition of control over Kition, which will hold the rights and obligations granted to it under the Concession Agreement for the Larnaca Port. The Commission, considering the facts of the concentration, has concluded that this transaction constitutes a concentration within the meaning of section 6
(1)(α)(
- ii)of the L.C A.K. P.O. Α.Α.P. P.P.C 2 Law, since it will result in a change of control on a permanent basis of the Target, since Aroundtown will acquire the share capital of REM and after the internal procedures for raising the share capital and by extension the sole control of Kition, which prior to the present transaction was jointly controlled by Prosperity and REM. The Commission has concluded that for the purposes of evaluating this concentration, the relevant product markets are defined as: (
- a)Market for the management and provision of Port (Maritime) Services, (
- b)Market for the management of multipurpose terminals (general cargo, passengers, etc.), (
- c)Market for the management and provision of Container services - Stowage Services, (
- d)Market for management and provision of marina services, (
- e)Market for development and leasing of luxury properties, (
- f)Market for management and operation of five-star hotel units and boutique hotels. In addition, the Commission concluded that the geographical market for the relevant markets (a), (
- b)and (
- c)are the Limassol and Larnaca ports, for the relevant markets (
- d)and (
- e)are the Limassol, St Raphael and Larnaca’s marinas and for the (
- f)relevant market are the St Raphael and Larnaca’s marinas. The concentration does not raise any horizontal overlaps, as the turnover of the companies belonging to the Aroundtown Group within the Republic of Cyprus is very limited and does not derive from activity of the relevant markets (
- a)- (
- f)that Kition operates under the Concession Agreement. Furthermore, it is established that the concentration does not raise any vertical relationships between the activities of the companies belonging to Aroundtown Group and the activities of Kition within the Republic of Cyprus. It is noted in this regard that the companies belonging to the Aroundtown Group do not have transactions in relation to services related to the port and marina of Larnaca. Taking into account the above, the Commission concludes that in this concentration no affected market is created based on Annex I of the Law. In addition, there are no other markets in which the notified concentration may have a significant effect. The Commission, on the basis of the factual and legal circumstances, unanimously decided that this concentration does not create or strengthen a dominant position as there is no affected market and therefore the concentration does not raise serious doubts as to its compatibility with the operation of the competition in the market. L.C A.K. P.O. Α.Α.P. P.P.C 3 Therefore, the Commission, acting in accordance with section 22 of the Law, unanimously decided not to oppose the notified concentration and declare it as being compatible with the operation of the competition in the market. Loukia Christodoulou Chairperson of the Commission for the Protection of _________________________ Competition _________________________ Andreas Karides Member of the Commission for the Protection of Competition Panayiotis Oustas Member of the Commission for the Protection of _________________________ Competition Aristos Aristidou Palouzas Member of the Commission for the Protection of _________________________ Competition Polinikis-Panayiotis Charalambides Member of the Commission for the Protection of _________________________ Competition L.C A.K. P.O. Α.Α.P. P.P.C 4