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Voluntary announcement regarding the acquisition by Alexforbes of a majority stake in TSA Administration
Alexander Forbes Group Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2006/025226/06
JSE Share Code: AFH and ISIN: ZAE000191516
(Alexforbes or the Company)
VOLUNTARY ANNOUNCEMENT REGARDING THE ACQUISITION BY ALEXFORBES OF A
MAJORITY STAKE IN TSA ADMINISTRATION
1. Introduction and rationale
Alexforbes is pleased to announce the conclusion of a binding agreement with shareholders of TSA
Administration Proprietary Limited (TSA) for the acquisition of a majority interest in TSA, subject to the
fulfilment of commercial conditions precedent (the acquisition or transaction).
TSA is an independent provider of institutional group risk insurance administration services in South
Africa, with a 25-year track record. The business has carved a significant leadership position in this space
by providing a hassle-free experience to intermediaries through the combination of TSA service
specialists and procuring group insurance from a panel of market-leading insurers. The business serves
over 120 000 insured members across more than 2 000 institutional clients.
The transaction represents a natural and seamless alignment between the two companies, as we share
an independence from product providers, a dedication to enhancing customer experience and the
appetite to partner with intermediaries. Both the TSA business and the Alexforbes binder business (AF
Insured Solutions) will be enhanced due to our combined scale in the administration operations as well
as expanded market reach.
This acquisition aligns with Alexforbes’s strategic intent and will enable the group to further expand its
service offerings to intermediaries alongside its existing umbrella fund and investments capabilities, while
remaining capital-light.
Commenting on the acquisition, Alexforbes CEO, Dawie de Villiers, said, ‘We are delighted to welcome
the people and clients of TSA to the Alexforbes group. This strategic move bolsters our existing binder
business, further strengthens our offering to clients and broadens our relationship with intermediaries. We
are committed to maintaining the relationship of trust that TSA has earned with intermediaries and look to
build upon this into the future.’
2. Particulars of the acquisition
In terms of the acquisition Alexforbes, through Alexander Forbes Financial Services (Proprietary) Limited,
an indirect wholly owned subsidiary of the Company, will initially acquire 60% of TSA, with the option to
acquire the remaining 40% of TSA over a period of five years from effective date. The purchase
consideration will be settled in cash and Alexforbes intends to fund the acquisition by drawing down on its
existing term loan facility.
TSA will operate as an independently managed unit within the Alexforbes group to preserve business
continuity, maintain relationships with intermediaries, and sustain the TSA team culture. As part of the
Alexforbes group, TSA will benefit from the support structures and intellectual capability available within
the group to sustainably serve the needs of its clients now and into the future. AF Insured Solutions will
be integrated within TSA, ensuring a consistent customer experience and to realise the anticipated
benefits of specialised scale.
Employees are assured of their job security and continuity of their current terms and conditions of service.
The management of TSA will continue to perform their duties given their understanding of the business,
its people and clients.
The acquisition is subject to customary terms and conditions for transactions of this nature, including
certain commercial conditions being fulfilled. The acquisition will be effective on the date on which all
conditions precedent have been fulfilled and is expected to occur before the end of June 2023.
3. Uncategorised transaction
The acquisition falls below the threshold for categorisation, is not a related parties transaction in terms of
the JSE Limited Listings Requirements, and therefore this is a voluntary announcement provided for
information purposes only.
Carina Wessels
Executive: Governance, Legal, Compliance and Sustainability (Company Secretary)
5 May 2023
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 05-05-2023 08:00:00
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