Description of Activities

Description of transaction: The proposed transaction involves the acquisition by Ninety One Asset Management Namibia Proprietary Limited of shares in Sanlam Allianz Investment Management Proprietary Limited, including its wholly owned subsidiary Sanlam Unlisted Investment Management Proprietary Limited, and Sanlam Allianz Namibia Trust Managers Limited.

Acquiring group: The Primary Acquirer is Ninety One Asset Management Namibia Proprietary Limited (“NOAMN”), a public company registered in accordance with the laws of Namibia. NOAMN is controlled by Ninety One Africa Proprietary Limited (“Ninety One Africa”). In addition to NOAMN, Ninety One Africa in Namibia also controls Ninety One Fund Managers Namibia Limited (“NOFMN”). Ninety One Africa is controlled by Ninety One Limited, which is a public company incorporated in accordance with the laws of South Africa, and is listed on the Johannesburg Stock Exchange (“JSE”). Ninety One Limited is part of a dual-listed company structure that consists of Ninety One Limited and Ninety One plc (collectively, “Ninety One”). 

Ninety One is an investment manager that offers the management of a diverse range of financial products and services over a range of different asset classes, including equities, fixed income, multi-asset, and alternative investments on behalf of its clients globally. Ninety One's clients include private and public sector pension funds, sovereign wealth funds, insurers, corporates, foundations, central banks, large retail financial groups, wealth managers, private banks, and retail investors who typically invest through intermediaries.

In Namibia, the Acquiring Group provides traditional, single-manager active asset management services through NOAMN and its other subsidiary, NOFMN.

Target undertaking: The primary target undertakings are Sanlam Allianz Investment Namibia Proprietary Limited (“SAIN”), including its wholly owned subsidiary Sanlam Unlisted Investment Management Proprietary Limited (“SUIM”), and Sanlam Allianz Namibia Trust Managers Limited (“SANTM”). SANTM is wholly owned by Sanlam Allianz Namibia Holdings (Proprietary) Limited (“SAZ Namibia Holdings”), and both SAZ Namibia Holdings and SAIN are controlled by Sanlam Allianz Life Namibia (“SAZ Life Namibia”). SAZ Life Namibia is controlled by Sanlam Allianz Africa Proprietary Limited (“SAZ Africa”), which is in turn jointly controlled by Allianz SE (“Allianz”) and Sanlam Limited (“Sanlam”). SAIN (including its subsidiary SUIM) and SANTM are herein referred to as the Target Undertakings. 

The Target Undertakings provide traditional, single-manager active asset management products and services to both institutional and retail clients.

Relevant market: The merging parties defined the relevant market as the provision of traditional, single-manager active asset management services in Namibia

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