Project Singita

Case type: MRR Form 1 (Regular) Case Parties: Allianz Nigeria Insurance Limited/FBN Insurance Limited/aYo Microinsurance Limited Published: 06 Dec. 2022

Sanlam, together with its subsidiaries and controlled affiliates (the "Sanlam Group"), through Sanlam Emerging Markets Proprietary Limited ("SEM") and Allianz, together with its subsidiaries and controlled affiliates (the "Allianz Group"), through Allianz Europe B.V. ("Allianz Europe") have reached an agreement to contribute certain of their respective African operations (excluding operations in South Africa) to a South African incorporated joint venture holding company Sanlam Allianz Africa Proprietary Limited ("Sanlam Allianz Africa"), creating a pan-African financial services group with a footprint across the African continent (the "Proposed Transaction"). In Nigeria, Sanlam Group is contributing FBN Insurance Limited ("FBN Insurance") and aYo Micro Insurance Limited ("aYo Nigeria"), and Allianz Group is contributing Allianz Nigeria Insurance Limited ("Allianz Nigeria") Under the Proposed Transaction, entities within the Sanlam Group and the Allianz Group respectively will sell to Sanlam Allianz Africa their shares in a number of African entities, which themselves directly or indirectly hold shares in a number of companies established in several different African jurisdictions. The relevant markets are the life and non-life insurance markets. Through the Proposed Transaction, both the Sanlam Group and the Allianz Group reaffirm their respective strategic intent to have a stronger presence in Africa. The Proposed Transaction will enable the Merger Parties to enhance their capabilities in existing markets where they are present and expand their footprints to compete more effectively in certain key jurisdictions on the African continent. The Merger Parties foresee the strategic benefits of entering into the Proposed Transaction to include: (a) Enabling a strategic partnership between a pan-African insurance group with an established international financial services group and insurer; (b) Leveraging the Sanlam Groups experience, expertise, and footprint in Africa and the Allianz Groups broad international expertise and capabilities; (c) Achieving benefits associated with economies of scale; as well as improved geographical and product diversification; (d) Offering a tailored range of products to suit the needs of local customers in Nigeria and across the African continent at competitive prices which reflect the scale benefits derived by the Proposed Transaction; (e) Maximising value creation for both the Sanlam Group and Allianz Group and their respective stakeholders; and (f) Benefiting from knowledge sharing, a combined platform and other potential synergies for Sanlam Allianz Africa.