Decision Nº M/09/012 from Competition and Consumer Protection Commission, 2009-08-06

• Jurisdiction: Ireland
• Parties: SRF III Limited,Touax Rail Limited
• Date: 06 August 2009
• Decision Number: M/09/012
• Decision Date: 06 August 2009
• Court: Commissioner for Environmental Information

M/09/012 – SRF III / Touax 1 of 4

DETERMINATION OF MERGER NOTIFICATION M/09/012 -

SRF III/Touax

Section 21 of the Competition Act 2002

Proposed j oint vent ure bet ween SRF III Lim ited and Touax Rai l

Limited

6 August 2009

Introduction

1. On 8 July 2009, in accordance with section 18(1) of the Competition

Act 2002 (“the Act”), the Competition Authority (“the Authority”)

received a notification of a proposed joint venture between SRF III

Limited (“SRF III”) and Touax Rail Limited (“Touax”) i n respect of the

operation of SRF Railcar Leasing Limited (“SRF Rail car”).

2. SRF III is a special purpose investment vehicle for DVB Bank SE

(“DVB”), which is an international advisory bank and financial

institution specialising in transport finance. Touax is part of the Touax

Group, which is headquartered in France, and provides operational

leases in respect of shipping contai ners, modular buildings, river

barges and freight railcars. SRF Railcar was incorporated by SRF III

for the purposes of the proposed transaction.

3. It is proposed that SRF Railcar will be active in the provision of railcar

leases. As a result of the proposed transaction, Touax an d SRF III will

have joint control over SRF Railcar.

The Undertakings Involved

SRF III

4. SRF III is a Maltese incorporated company owned by Osiris Holding

Limited and Osiris Trust Limited. Its ownership and control structure is

designed to seek to ensure that it i s a bankruptcy remote entity. Two

directors of SRF III are appointed by the Osiris Corporate Services

group (“Osiris Group”), and an independent director is nominated by

DVB.

5. The Osiris Group is based in Malta and provides corporate services

including directors, holding structures and trustee services to clients. It

is controlled by an individual, Stuart Blackburn. It doe s not have a

presence, or any interests in, or sales into, the island of Ireland.

6. DVB i s controll ed by DZ Bank AG (“DZ Bank”), a German bank which

holds 95% of its shares. DZ Bank is the fifth largest bank in Germany

and acts as central bank for over 1,000 co-operative banks i n

Germany. DZ Bank has an Irish subsidiary within its investment bank

function, DZ Bank Ireland plc, based in the International Financial

Services Centre (IFSC) in Dublin.