100% acquisition of the shares of Total Health Trust Limited (the Company) by Tangerine Life Insurance Limited (Tangerine Life) and Tangerine General Insurance Limited (Tangerine General)

Summary of the Proposed Transaction

The merger being notified to the Federal Competition and Consumer Protection Commission (the Commission or FCCPC) is a 100% acquisition of the shares of Total Health Trust Limited (the Company) by Tangerine Life Insurance Limited (Tangerine Life) and Tangerine General Insurance Limited (Tangerine General) both of which are Nigerian companies playing in the insurance industry (together, the Purchasers) from the current shareholder of the Company -Liberty Holdings Limited (the Seller) (the Proposed Transaction).

The Proposed Transaction is to be governed by the provisions of a Share Sale and Purchase Agreement dated 4th August, 2021 which has been negotiated and executed among the Purchasers and the Seller (SSPA). Approval of the Commission is one of the conditions precedent for completion of the Proposed Transaction without which Parties cannot achieve completion in line with the provisions of the SSPA and in compliance with the provisions of the Federal Competition and Consumer Protection Act 2018 (the Act).

Given that the Proposed Transaction will lead to a change in control of the Company as the Purchasers will take control upon completion, the Proposed Transaction falls within the purview of the FCCPC. The combined provisions of sections 92(1); 92(2)(b) and 93(1) of the Act subject the Proposed Transaction to the regulatory purview and prior approval of the FCCPC. Hence, the Parties are seeking the approval of the Commission prior to implementing the Proposed Transaction. Upon approval of the Commission, the completion of the Transaction will entail that the entire shares in the share capital of the Company will be vested in the Purchasers and the Purchasers will become the owners and take control of the Company.

The Proposed Transaction is not expected to have any negative effect on the employees of the Company as same provides an opportunity for the Purchasers combined team to make investments in capital expenditure in the operations of the Company for an improvement in products quality. To achieve this, the experience, and contributions of current management and staff of the Company will be required. Furthermore, the Purchasers will commit resources to employees training to ensure that the Companys staff are in tune with the planned transformation and expansion programme, as well as compliance requirements to be introduced into the Company post-transaction.

The parties to the Transaction are as follows:

1. The Purchasers - Tangerine Life Insurance Limited and Tangerine General Insurance Limited

2. The Seller Liberty Holdings Limited

3. The Target/Acquiree undertaking Total Health Trust Limited