Proposed Acquisition of 50% of the Share Capital of Gruppo Investment Nigeria Limited by Actis West Africa REIF LP

This notification to the Federal Competition and Consumer Protection Commission (the Commission) relates to the proposed acquisition of a 50% equity stake in Gruppo Investment Nigeria Limited (Gruppo) by Actis West Africa REIF LP (NREIF) (the Proposed Transaction).

NREIF is a limited partnership, registered in Nigeria. NREIF is also a fund vehicle registered with the Nigerian Securities and Exchange Commission to operate as a private equity fund in Nigeria. It is managed by Actis West African Income Manager Limited. NREIF is controlled by the Actis Group.

Gruppo is a private limited liability company incorporated in Nigeria. Gruppo operates within the retail real estate sector in Nigeria, and currently owns and operates the Ikeja City Mall. The entire share capital of Gruppo is owned by AIHI Ikeja, which holds 25% of the share capital of Gruppo, and Hyprop Ikeja Mall Limited (Hyprop Ikeja), which holds 75% of the share capital of Gruppo. AIHI Ikeja and Hyprop Ikeja are incorporated in Mauritius. AIHI Ikeja is wholly owned by AIH International Limited, and Hyprop Ikeja is wholly owned by Hyprop Investments (Mauritius) Limited.

The Proposed Transaction involves the retail real estate market in Lagos, Nigeria, in which only Gruppo currently has business activities with an estimated market share of less than 5%. NREIF is a newly established private equity fund and does not currently have any business activities or interests in the retail real estate market in Lagos, Nigeria. However, for the sake of completeness, it is important to note that NREIF is in the process of acquiring a 51% equity stake in Jabi Lake Mall located in Abuja, Nigeria and has applied for and obtained negative clearance from the FCCPC in relation to this acquisition. Nonetheless, we posit that the retail real estate market in Lagos is distinct from the retail real estate market in Abuja and, therefore, respectfully submit that the Proposed Transaction will not result in an increase in the market share of Gruppo in Lagos, Nigeria and as such, no competition concerns arise.

From the perspective of NREIF, the Proposed Transaction is in line with its investment strategy to invest in stabilised, yielding real estate assets in the capital cities of Nigeria. NREIF has been formed to satisfy the demand for prime real estate investment vehicles on the African continent, thereby making real estate investing more accessible to Nigerian and offshore institutional investors.