CELEX: 32021M10556
Language: en
Date: 2021-12-20 00:00:00
Title: Commission Decision of 20/12/2021 declaring a concentration to be compatible with the common market (Case No COMP/M.10556 - BELLIS / KKR / JAJA) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                 Brussels, 20.12.2021
                                                                 C(2021) 9891 final
                                                                                 PUBLIC VERSION
                                                                 Bellis Phantom Holdco Limited
                                                                 13-14 Esplanade, P.O.Box 536,
                                                                 St. Helier
                                                                 JE4 5UR Jersey
                                                                 The Channel Islands
                                                                 KKR & Co. Inc.
                                                                 30 Hudson Yards
                                                                 NY 10001 New York
                                                                 United States of America
Subject:        Case M.10556 - BELLIS / KKR / JAJA
                Commission decision pursuant to Article 6(1)(b) of Council Regulation
                (EC) No 139/20041 and Article 57 of the Agreement on the European
                Economic Area2
Dear Sir or Madam,
1.      On 26 November 2021, the European Commission received notification of a proposed
        concentration pursuant to Article 4 of the Merger Regulation by which Bellis Phantom
        Holdco Limited (“Bellis”, United Kingdom), a special purpose vehicle jointly
        controlled by Mr. Mohsin Issa and Mr. Zuber Issa (the “Issa Brothers”) and TDR
        Capital LLP (“TDR Capital”, United Kingdom), and KKR & Co. Inc. (“KKR”, United
        States) acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint
        control over the whole of Jaja Finance Holding (UK) Limited (“Jaja”, United
        Kingdom) by way of purchase of shares.3
1       OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on
        the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the
        replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology
        of the TFEU will be used throughout this decision.
2       OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).
3       Publication in the Official Journal of the European Union No C 489, 06.12.2021, p. 5.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak--- 2. The business activities of the undertakings concerned are:
       The Issa Brothers are founders of the Euro Garages group, which is active in the
        operaton of petrol stations, convenience stores, car washes and fast food
        restaurants in the United Kingdom,
       TDR Capital is a private equity firm, active in a variety of sectors including motor
        fuel and grocery retail, gyms and health clubs, pubs and restaurants, debt
        purchasing, life insurance and others,
       KKR is a global investment firm that offers alternative asset management and
        capital markets and insurance solutions,
       Jaja is active in the UK in the provision of credit card issuing services and co-
        branded payment solutions.
3. After examination of the notification, the European Commission has concluded that
   the notified operation falls within the scope of the Merger Regulation and of
   paragraphs 5(a) and 5(b) of the Commission Notice on a simplified procedure for
   treatment of certain concentrations under Council Regulation (EC) No 139/2004.4
4. For the reasons set out in the Notice on a simplified procedure, the European
   Commission has decided not to oppose the notified operation and to declare it
   compatible with the internal market and with the EEA Agreement. This decision is
   adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of
   the EEA Agreement.
                                                    For the Commission
                                                    (Signed)
                                                    Olivier GUERSENT
                                                    Director-General
4  OJ C 366, 14.12.2013, p. 5.
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