PROPOSED MERGER BETWEEN SIGMA PENSIONS LIMITED AND FIRST GUARANTEE PENSION LIMITED

This notification relates to the acquisition of the entire shareholding of Actis Golf Nigeria Limited (Actis Golf) by First Guarantee Pension Limited (FGPL) and First Ally Asset Management Limited (FAAML) (the Acquirers) (the Acquisition); and amalgamation of FGPL with Sigma Pensions Limited (Sigma Pensions), a wholly owned subsidiary of Actis Golf, (the Parties) (the Merger). By an Agreement for the Sale and Purchase of Actis Golf Nigeria Limited dated 10 June 2022 (the SPA), FGPL and FAAML seek to acquire the entire issued share capital of Actis Golf. The acquisition of Actis Golf will result in the indirect acquisition of Sigma Pensions by the Acquirers. Following the Acquisition, the Acquirers would transfer a limited number of shares to the management of Sigma Pensions. Actis Golf owns the entire issued share capital of Sigma Pensions, a Pension Fund Administrator (PFA) incorporated in Nigeria, licensed and regulated by the National Pension Commission (PenCom). The principal activity of Sigma Pensions is pension fund administration involving the management of retirement savings accounts per the provisions of the Pension Reform Act 2014 and the Regulations issued by PenCom. FGPL is a PFA regulated by PenCom in Nigeria and its principal activity is pension fund administration involving the management of Retirement Savings Accounts and legacy funds. FAAML is the asset management subsidiary of First Ally Capital Limited, duly registered with the Securities & Exchange Commission and offers a wide range of investment solutions across asset classes including cash, fixed income and equities on both a pooled and segregated basis. Following the Acquisition, FGPL and Sigma Pensions (the Merging Entities) will undertake the Merger and will be amalgamated to become one entity. The Merger will be consummated through a Scheme of Merger (the Scheme). Under the Scheme, FGPL will transfer all of its assets, liabilities and undertakings to Sigma Pension. The shares that FGPL holds in Actis Golf as a result of the Acquisition, shall not form part of the assets that are to be transferred to Sigma Pension. The entire issued share capital of FGPL shall be cancelled and FGPL shall be dissolved without being wound up. Under the Scheme: (i) FGPL shareholders will receive ordinary shares of Sigma Pensions in exchange for their shareholding in FGPL. (ii) The shares held in Sigma Pensions by FGPL shall be transferred and redistributed to the FGPL shareholders pro-rata to their shareholding in FGPL. (iii) the name of Sigma Pensions Limited will be changed to Access Pensions Limited, by virtue of Access Holdings Plcs (Access Holdings) shareholding in FGPL. The merger of Sigma Pensions and FGPL will create a pension fund administrator with assets under management (AUM) of just under N1trillion. The expected revenue and cost synergies are material and should create significant long-term value. The enlarged PFA (Access Pensions Limited) will leverage Access Holdings capabilities as a financial services group, including its widespread distribution network, to provide customers with enhanced access to PFA services, support the rollout of micro pension products and provide a better overall customer experience.