Description of Activities

Description of transaction: The transaction involves the acquisition of control over KPFS by Orient Victoria and KP Partners, which will result in them acquiring indirect control over King Price Insurance Company of Namibia Limited ("KP Nam") as a direct result of the acquisition of KPFS’ current control of KP Nam. 

Acquiring group: The first primary acquiring undertaking is Orient Victoria Capital PTE Limited (“Orient Victoria”), a private limited company duly incorporated in accordance with the laws of Singapore, and together with its subsidiaries and partners hereinafter referred to as the Orient Victoria Group. The second Primary Acquiring Undertaking is KP Partners Proprietary Limited ("KP Partners"), which, together with its subsidiary and partners, is referred to as Mergon Group, a limited company duly incorporated in accordance with the laws of South Africa.

Orient Victoria has no business activities in Namibia; however, the Orient Group has indirect activities in Namibia through a subsidiary owned by the founder of Orient Victoria, Karooooo Limited, a publicly listed company. Karooooo Limited controls Cartrack Proprietary Limited (Cartrack), a fleet-management and tracking business with activities in Namibia.

Besides their current interest in both Target Undertakings, KP Partners has no other business activities in Namibia.

Target undertaking: The first primary target undertaking is King Price Financial Services Proprietary Limited ("KPFS"), a limited company duly incorporated in accordance with the laws of South Africa. KPFS controls KP Nam, a limited company duly incorporated in accordance with the laws of Namibia. KP Nam is a registered non-life insurer whose insurance services include home and home contents, building, car, personal accident, commercial, and engineering-related cover. KPFS, KP Nam, and its subsidiaries are hereinafter referred to as the King Price Group.

The second Target Undertaking is Porcupine Union Proprietary Limited ("Porcupine Union"), a private limited company duly incorporated in accordance with the laws of South Africa. In Namibia, Porcupine Union only provides actuarial and ratings modelling (for the insurance industry), developing pricing engines, brand marketing and digital services, HR, payroll and culture support, as well as facilities and office management services to companies forming part of the King Price Group and associated entities.

Relevant market: The merging parties submit that the relevant market is the non-life/short-term insurance products market, including home and home contents, building, car, personal accident, commercial, and engineering-related cover in Namibia.

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