DECISION No. EC/D.26/04/26 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF EXCLUSIVE CONTROL OF PEMBANI REMGRO INFRASTRUCTURE MANAGERS PROPRIETARY LIMITED (“PRIM”) AND PRIF MAURITIUS MANAGERS LIMITED (“PMM”) BY SAXON COURT HOLDINGS PROPRIETARY LIMITED (“SAXON COURT”)

Published On - April 16, 2026

Registry ERCA Compendium of Decisions

DECISION No. EC/D.26/04/26 OF THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY RELATING TO THE ACQUISITION OF EXCLUSIVE CONTROL OF PEMBANI REMGRO INFRASTRUCTURE MANAGERS PROPRIETARY LIMITED (“PRIM”) AND PRIF MAURITIUS MANAGERS LIMITED (“PMM”) BY SAXON COURT HOLDINGS PROPRIETARY LIMITED (“SAXON COURT”)

 

THE COUNCIL OF THE ECOWAS REGIONAL COMPETITION AUTHORITY,

MINDFUL of the ECOWAS Revised Treaty of 24th July 1993;

MINDFUL of Supplementary Act A/SA.1/12/08 adopting Community Competition Rules and the modalities of their application within ECOWAS;

MINDFUL of Supplementary Act A/SA.2/12/08 on the establishment, functions and operation of the ECOWAS Regional Competition Authority;

MINDFUL of Supplementary Act A/SA.3/12/21 amending Supplementary Act A/SA.2/12/08 on the establishment, powers and functioning of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.21/12/21 on the powers and composition of the Council of the ECOWAS Regional Competition Authority;

MINDFUL of Regulation C/REG.23/12/21 on the rules of procedure for mergers and acquisitions in ECOWAS;

MINDFUL of Regulation C/REG.24/12/21 on the ERCA’s rules of procedure in competition matters;

MINDFUL of Enabling Rule PC/REX.1/01/24 on the Procedural Manuals of the ECOWAS Regional Competition Authority relating to its Council, in its Article 12 (3.d);

MINDFUL of the notification submitted by Saxon Court Holdings Proprietary Limited (“Saxon Court”), Pembani Remgro Infrastructure Managers Proprietary Limited (“PRIM”) and PRIF Mauritius Managers Limited (“PMM”) dated 24 February 2026, registered under file number ERCA/MA/3358/2026;

HAVING HEARD the Secretary of the Council during its session of 08 April 2026, on the facts, procedures, and conclusions of the evaluation of the proposed acquisition;

 

CONSIDERING THE FOLLOWING

  1. FACTS AND PROCEDURE

I.1. The notification

  1. On 24 February 2026, Saxon Court Holding Proprietary Limited (Saxon Court) notified the ECOWAS Regional Competition Authority (ERCA) of its proposed acquisition of a controlling stake in Pembani Remgro Infrastructure Managers Proprietary Limited (“PRIM”), a fund manager of Pembani Remgro Infrastructure Fund II (“PRIF II”) and Pembani Remgro Infrastructure SA Fund “PRIFSA” and PRIF Mauritius Managers Limited (“PMM”), a fund manager of Pembani Remgro Infrastructure Mauritius Fund I LP (“PRIF I”) and PRIF Feeder Blocker LP, who are in turn active via Digital Africa JV B.V (Netherlands) (“Digital Africa”), a holding company for Medallion Data Centres Limited (“Medallion“) in Nigeria and Digital Data Centres Ghana Limited in Ghana (“Digital Ghana”).
  2. In accordance with the procedural requirements set out in Regulation C/REG.23/12/21 and Enabling Rule PC/REX.1/01/24 in matters of mergers, the notification was formally registered under file number ERCA/MA/3358/2026, then published on the ERCA website, in the ECOWAS Official Journal (Volume 14, February 2026) and in the concerned ECOWAS Member States.
  3. The Executive Directorate conducted an in-depth assessment on the basis of the documents submitted by the parties, market data, responses to questionnaires sent to competitors and customers, as well as consultations with national competition authorities.

I.2. The Transaction

  1. The transaction proposes the acquisition by PRIM and PMM of the shares held by Banterwood (25%) and Remgro SA (25%) in those entities, conferring on Saxon Court exclusive control (100%) over the target companies.
  2. PRIM and PMM exercise indirect control over Digital Africa, active in the data centre sector in Nigeria through Medallion Data Centres Limited and in Ghana through Digital Ghana.

I.3. The parties

  1. The Acquirer
  2. Saxon Court is a South African incorporated investment holding company..
  3. The Targets
  4. PRIM & PMM are companies registered respectively in South Africa and Mauritius, managers of the PRIF I, PRIF II and PRIFSA funds, providing funding into infrastructure companies targeting the provision of industrial, engineering and digital infrastructure services via Digital Africa.
  5. Digital Africa is an investment holding company established in the Netherlands. It controls Medallion in Nigeria and Digital Ghana in Ghana. These subsidiaries operate in the data centre sector and provide digital services, notably colocation, interconnection and cloud solutions.
  6. JURISDICTION OF ERCA

II.1. Material jurisdiction

  1. The operation consists of acquisition of exclusive control and, as such, constitutes a merger/acquisition within the meaning of Regulation C/REG.23/12/21 of ECOWAS.

II.2. Territorial scope

  1. Both parties carry out economic activities in at least two ECOWAS Member States. The operation therefore has a regional dimension requiring examination by ERCA.

II.3. Turnover threshold

  1. The combined Community turnover of the parties to the merger exceeds the thresholds set out in Article 5 of Regulation C/REG.23/12/21.
  2. ERCA therefore has jurisdiction to examine and decide upon the proposed transaction.

III. DEFINITION OF THE RELEVANT MARKET

III.1. Product market

  1. The relevant market is data centre infrastructure and digital services provided by Digital Africa, which includes:
  2. Operation of data centres in Ghana and Nigeria.
  3. Provision of cloud services and hosting solutions.

iii. Development and operation of digital platforms for industrial and technological clients.

III.2. Geographic market

  1. The relevant geographic market is regional, with physical presence in Ghana and Nigeria.
  2. The transaction is therefore analysed at both the national level (Ghana and Nigeria) and regional level (ECOWAS) as follows:
  3. Ghana and Nigeria
  4. The principal location of Digital Africa’s data centres and digital services.
  5. The national level is essential to analyse actual operations, market share and local competitive dynamics.
  6. ECOWAS region
  7. The transaction has a cross-border impact, as the target companies exert influence on the overall data centre infrastructure and digital services within the region.
  8. Enables assessment of the effect on innovation, competitiveness and access to data centre infrastructure and digital services at regional level.
  9. STRUCTURE AND DYNAMICS OF THE MARKET
  10. Market development is supported by growing demand for data centre infrastructure, digital services, digitalisation of SMEs and expansion of fintech and AgriTech platforms.
  11. The market is divided into three main segments:
  12. upstream (Infrastructure): includes data centres, fibre optic backbones, submarine cable landing stations and telecommunications towers. This segment is characterised by heavy investment, high barriers to entry and is highly concentrated.
  13. intermediate (network access): includes wholesale mobile and fixed access, roaming services, interconnection and infrastructure sharing. This segment is moderately concentrated, with a few dominant players but is still subject to competition.
  14. downstream (digital services): covers cloud services, digital platforms, marketplaces, mobile money and fintech services. This segment is more fragmented and remains competitive, marked by innovation and the easier entry of new players.
  15. Although, Digital Africa through its subsidiaries, operates across various market segments, it is more active in the downstream segment within the region where it competes with players such as Equinix, Africa Data Centres and Nxtra (Airtel).
  16. Control of critical data centre infrastructure in the upstream segment gives Digital Africa a strategic role but does not substantially alter the competitive structure of the regional market.
  17. However, the market remains opened, with several alternatives for consumers and businesses, therefore, limiting risks of foreclosure.
  18. SUMMARY AND CONCLUSION OF THE COMPETITIVE ANALYSIS

V.1. Effects on competition

  1. Horizontal effects
  2. The transaction does not create any overlap and no risk of exclusion of competitors.
  3. Vertical effects
  4. The transaction does not modify existing customer-supplier relationships in the relevant market.
  5. Conglomerate effects
  6. No conglomerate effects were identified.
  7. Potential efficiency gains
  8. The transaction is expected to strengthen investment, innovation, regional expansion and improve competitiveness in the relevant market in the region.

V.2. Perception of third parties

  1. Competitors and customers expressed general acceptance, with some reservations regarding prices, without any significant impact identified.
  2. REVIEW AND CONCLUSION OF THE COUNCIL
  3. The analysis conducted by the Executive Directorate of ERCA shows that the transaction presents the following characteristics:
  4. It does not reduce competition on the relevant market, both for infrastructure management services and for digital services (cloud and data centres).
  5. existing competitors remain capable of competing effectively with Digital Africa in the ECOWAS region, notably in Ghana and Nigeria.
  6. Digital Africa’s market share, even after the acquisition by Saxon Court, remains below the thresholds likely to create a dominant position on the market.
  7. concentration indicators (HHI) confirm that market remain moderately concentrated and open to competition.
  8. It is Iikely to have a positive effect on the market in line with the identified potential efficiency gains.
  9. a limited impact on customer-supplier relationships and the critical infrastructure of Digital Africa do not appear to result in market foreclosure.
  10. general perception of third parties: competitors and customers consulted expressed an overall favourable opinion, with only a few minor concerns regarding prices, without significant effect on competition.
  11. In conclusion, the ERCA Council considers that the acquisition of control by Saxon Court over PRIM and PMM does not lessen competition within ECOWAS.

 

DECIDES

Article 1 – Authorisation

The acquisition of exclusive control of PRIM and PMM by Saxon Court is approved unconditionally.

Article 2 – Post-transaction monitoring

As part of its general market oversight mandates, the Executive Directorate of ERCA shall monitor the post transaction phase to ensure that the new entity’s business strategy remain consistent with the principles of free competition in the region.

Article 3 – Entry into force

This Decision shall enter into force on the date of its signature. It shall be notified to the Parties and published in the ECOWAS Official Journal.

 

Done at Abidjan, this day of 08 April 2026

 

FOR THE ERCA COUNCIL

 

 

 

Dr Juliette TWUMASI-ANOKYE

THE CHAIRPERSON