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ANGOLA: MERGER FILING FEES NOW PAYABLE

By Judd Lurie Wednesday, February 17, 2021
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Competition law in Angola was introduced in May 2018. In 2019, statutory forms for merger notifications were published. In the same year, the regulator, the Autoridade Reguladora da Concorrência (ARC), reviewed its first merger.

Although the relevant legislation requires that parties to a merger pay a filing fee to the ARC, no fee had been prescribed until 1 February 2021. In terms of Executive Decree 32/21 (Decree), all mergers notified to the ARC must be accompanied by a merger filing fee. The filing fee is calculated with reference to turnover values, and is based on the thresholds for mandatory merger notification.

Thresholds for mandatory notification

A merger is notifiable if any one, of the following is satisfied:

  • the merger will result in the acquisition, creation or reinforcement of a market share of 50% or more in the Angolan market or a substantial part of it;
  • the merger will result in the acquisition, creation or reinforcement of a market share of between 30% to 50% in the Angolan market or a substantial part of it, and if at least two of the undertakings concerned individually achieved turnover in Angola of more than AOA 450 million (c. EUR 560 000 / USD 680 000 / ZAR 10 million) in the last financial year;
  • if the combined turnover in Angola of all undertakings participating in the merger exceeded AOA 3.5 billion (c. EUR 4.3 million / USD 5.3 million / ZAR 77 million), also in the last financial year.

Merger filing fees

In terms of the Decree, the filing fees are as follows:

  • For transactions with a turnover in excess of AOA 450 million, the fee is AOA 2 418 944.15 (c. / EUR 3 030 / USD 3 600 / ZAR 53 000).
  • For transactions with a combined turnover in excess of AOA 3.5 billion, the fee is AOA 3 627 916.96 (c. EUR 4 500 / USD 5 500 / 80 000).

At present, the ARC requires that local firms tender payment of the filing fee – international payments are, for now, not possible. It is also unclear what happens in the event where the monetary amounts are not met, but the 50% or more market share threshold is.  Presumably, in that instance, no filing fee is payable.