South Africa's Competition Commission has recommended the conditional approval of a merger between special purpose vehicle (SPV) Harith Aviation Proprietary Limited and Safair Holdings, the parent company of low-cost carrier FlySafair (FA, Johannesburg O.R. Tambo).

The recommendation, albeit with certain conditions to alleviate competition concerns, has been forwarded to the country's Competition Tribunal for a final decision, according to a statement dated July 13. The proposed transaction would see Harith Aviation acquire Safair Holdings from its current owner, Irish lessor ASL Aviation Holdings.

"To remedy competition concerns likely to arise from the proposed merger, the merger parties agreed to the following conditions: information exchange; and ensuring that airline-related or airport-related goods or services provided to other airlines at Johannesburg Lanseria are not provided based on unfair, unreasonable, or discriminatory terms," the statement read.

FlySafair has a secondary base at privately owned Lanseria, which is also owned by a consortium that includes infrastructure investor Harith Infraco Limited (InfraCo), one of the co-owners of Harith Aviation.

FlySafair, in a statement, welcomed the Competition Commission's conditional recommendation as a "positive and encouraging step in the regulatory process".

"There is no change to FlySafair’s day-to-day operations as the regulatory process continues, and no change to the airline's leadership or operating model is envisaged following completion of the transaction," the airline said.

Who is Harith Aviation?

Harith Aviation is a targeted, ring-fenced corporate entity established specifically to execute the buyout of FlySafair. It is backed by a consortium of investors that includes infrastructure funds managed by Harith General Partners, a Johannesburg-based private equity firm that previously made unsuccessful bids for South African Airways as part of the Takatso Aviation Consortium, and now-defunct airlines South African Express and Comair (South Africa).

Giving a breakdown of the ownership structure, the commission said Harith Aviation is jointly controlled by the Pan-African Infrastructure Development Fund 2 SA (PAIDF 2) and Harith Infraco (RF) Limited (InfraCo).

It said that Harith Infraco Limited (InfraCo) is not controlled by any firm, but PAIDF 2 is an "en commandite partnership" – a limited partnership type commonly used for investment funds in South Africa – that is managed by its general partner, GP Fund 2 Proprietary Limited (GP Fund 2).

Harith General Partners controls both PAIDF2 and GP Fund 2, and is ultimately owned by Harith Holdings Proprietary Limited, the commission said.

The value of the FlySafair transaction has not been disclosed, but Harith General Partners has stated it has more than USD3 billion in assets under management, focused on energy, connectivity, transportation, and logistics. Harith chairman Tshepo Mahloele is on record as saying that the FlySafair acquisition will account for about 15% of Harith General Partners' overall investment portfolio, or about USD450 million.

The background

The latest regulatory milestone follows an announcement by Harith in February that it had entered into a sale and purchase agreement with ASL Aviation Holdings to acquire FlySafair, subject to regulatory approvals.

The proposed transaction comes after regulatory scrutiny of FlySafair's ownership structure. South African law requires domestic airlines to be at least 75% South African-owned, but the Air Services Licensing Council found that ASL Aviation Holdings effectively controlled 74.86% of the airline through a trust arrangement.

A court ruling secured an urgent interdict in October 2025 that suspended a February 2026 deadline to resolve FlySafair's ownership structure. According to the airline, negotiations for the transaction had begun before the council's ruling.

The Competition Commission and the Competition Tribunal are separate bodies with different roles under South Africa's Competition Act. While the commission investigates and makes recommendations, the tribunal will make the legally binding final ruling on the transaction. It is not obliged to follow the commission's recommendation, but it often does.