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Tribunal releases public reasons in Swanvest, Indwe conditional merger approval involving investment towards development of HDP brokers
The Tribunal has released the public reasons for its decision to conditionally approve the large merger whereby Swanvest 120 (Pty) Ltd (“Swanvest”) intends to acquire additional issued share capital in Indwe Broker Holdings (Pty) Ltd (“Indwe”). Post-merger, Swanvest will solely control Indwe.
The conditions imposed by the Tribunal involve investment towards the development of HDP Brokers. “HDP” means historically disadvantaged person, as defined in section 3(2) of the Competition Act. “HDP Broker” means an HDP intermediary who sells, solicits or negotiates short-term insurance on behalf of a client for compensation.
The full public reasons as well as the order and merger conditions are available on the Tribunal’s website at https://www.comptrib.co.za/case-detail/19789. In summary:
Competition
The Tribunal concluded that the proposed transaction is unlikely to substantially prevent or lessen competition in any relevant market in South Africa.
Public interest
The proposed transaction was found to have an effect on the promotion of a greater spread of ownership with a reduction of HDPs at the target group. However, the Tribunal found that the commitments offered by the merging parties on the development of HDP Brokers has a net positive effect on public interest and offsets any significant public interest concerns raised by the proposed transaction.
Accordingly, the Tribunal approved the proposed transaction subject to conditions relating to the development of HDP Brokers. In addition to its existing development programme, the acquiring group will (for three years following the merger implementation date) commit to investing at least R6.6 million towards Indwe’s development of HDP Brokers as follows:
- As part of its black broker development initiative, the acquiring group commits an annual budget of R1 million (aggregate of R3 million) each year, for the development by Indwe of ten HDP Brokers;
- This development includes the hiring by Indwe of an HDP candidate to drive Indwe’s HDP Broker development initiative which will include sharing best practice, provision of learnerships, internships, training and mentorship programmes and ensuring, to the extent that it is within the acquiring group’s control, that the ten HDP Brokers form part of any of the training and development programmes offered by the Association for Savings and Investment South Africa and Financial Intermediaries Association of Southern Africa; and
- The acquiring group, through Indwe, will also provide each of the ten HDP Brokers with office and infrastructure support for each year including office space, access to technology (wi-fi, printers and telephones) and training facilities. This benefit is valued at R10 000 per broker per month (or R1.2 million per annum).
The merging parties
Swanvest, an investment holding company, is a wholly owned subsidiary of Santam Limited. The acquiring group provides long-term insurance. It also provides various types of short-term insurance cover to individuals and corporate/commercial clients.
Indwe (together with its subsidiaries) comprises a short-term insurance broker providing short-term insurance brokerage services to individual and commercial clients. The majority of the target group’s business is underwritten by Santam Limited, with the balance being underwritten by other short-term insurers.
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