Sanlam and Ninety One seal key deal to reshape active asset management landscape

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In a move that signals Sanlam’s exit from the active asset management business in South Africa and the United Kingdom – entrusting its single-managed assets to its primary investment manager, Ninety One – the two companies last week released a joint announcement detailing the execution of key operative agreements.

This shift, initially outlined last year, was cemented in a joint release via SENS on 6 March. This follows the November 2024 release, in which Sanlam and Ninety One – the dual-listed entity comprising Ninety One plc and Ninety One Limited – disclosed they had entered a binding framework agreement.

The deal establishes Ninety One as Sanlam’s primary active asset manager for single-managed local and global products, with the added advantage of preferred access to Sanlam’s extensive South African distribution network.

The agreement transfers oversight of about R400 billion in assets (as of 30 September 2024), with the bulk – around 80% – managed in South Africa.

The announcement shared that as part of the deal, Ninety One will take ownership of Sanlam Investment Management (SIM) and assume responsibility for Sanlam Investments UK’s portfolio, which includes third-party assets, balance sheet investments, and the teams managing these funds.

Read: Sanlam partners with Ninety One in R400 billion asset deal

The latest joint announcement notes that Sanlam and Ninety One will enter an initial 15-year strategic relationship “which will provide for (among other things) Ninety One to be granted preferred access to Sanlam’s distribution network”.

It further outlines the transaction, splitting the process into South African and UK components. Locally, Sanlam Investment Holdings (SIH) will sell its entire stake in SIM to Ninety One Limited.

The statement notes that, before finalising the deal, SIH will conduct an internal reorganisation, ensuring that non-active asset management business functions are separated from SIM.

Meanwhile, Sanlam Life will receive shares in Ninety One as part of the financial arrangements between Sanlam Life, SIM, and Ninety One plc.

In the UK, the transaction will see Sanlam Investments UK (SI UK) transferring its active asset management business – “including certain investment professionals currently employed by SI UK” – to Ninety One UK, positioning Ninety One UK as the primary asset manager for a designated portion of SI UK’s funds.

The announcement states that, ahead of finalising the UK transaction, Ninety One will enter additional agreements to formalise its role in managing these mandates.

Sanlam to receive 12.3% stake in Ninety One

As part of the transaction, the Sanlam Group will receive a total of 125 694 804 shares in Ninety One, comprising a mix of Ninety One plc and Ninety One Limited shares. This allocation translates to an estimated 12.3% equity stake in Ninety One on a dual-listed company (DLC) basis, based on its total issued share capital as of 28 February 2025.

When factoring in minority shareholders – ARC Financial Services Investments Proprietary Limited as an indirect minority shareholder in SIH and Absa Financial Services Limited as a direct minority shareholder in SIH – Sanlam’s effective stake in Ninety One will be about 8.9%.

The latest joint announcement was made alongside Sanlam’s 2024 annual results. During a webinar on the results, Sanlam chief executive Paul Hanratty (pictured) was asked whether the company is considering increasing its stake in Ninety One or taking control if the opportunity arises.

“It is not on the table at this stage at all in our thinking,” said Hanratty.

He elaborated on Sanlam’s approach to partnerships, saying, “If you look at the way we approach partnerships, we are happy to build partnerships… we start small and we build a relationship and trust, and those are built on delivery and outcomes. And so, I think we will start out here.”

Hanratty underscored the mutual benefits of the deal, describing it as a good opportunity for both sides.

“And we will explore opportunities to do more together in time if that is going to create value, but there is absolutely no thought on our behalf at this point.”

He also shared Sanlam’s belief in the importance of independence for an active asset manager, stating, “We believe absolutely passionately that a good active asset manager needs to be very independent – independently minded, and thoughtful. And for that reason, it is extremely important that one keeps one’s shareholding, if you are really going to make a success of this, at a level where there is clear independence.”

Terms and conditions apply

The UK and South African transactions are independent of each other, with each deal subject to various suspensive conditions, including regulatory and other customary approvals.

The South African transaction hinges on several additional factors, including the completion of the SI reorganisation, approval from SIH’s minority shareholders, and Ninety One shareholder approval for issuing shares to the Sanlam Group as part of the deal.

In contrast, the UK transaction does not require shareholder approval from Ninety One. The shares allocated under this deal will be issued using Ninety One’s existing allotment authority, which was previously approved at the company’s 2024 annual general meeting.

The UK transaction is set to have a long stop date of 15 August 2025, while the South African transaction has a later long stop date of 31 March 2026. The effective dates for both transactions will depend on the successful fulfilment of the specific suspensive conditions attached to each deal, the announcement states.

 

 

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