RELEASE: NOTIFICATION OF THE PROPOSED ACQUISITION OF PRIME NUMBERS BY COMPAGNIE TRANSNATIONALE D’INVESTISSEMENT HOLDING (CTIH), HOLDING COMPANY OF THE COFINA GROUP

COMMUNCATION OF THE ECOWAS REGIONAL COMPETITION AUTHORITY REGARDING THE NOTIFICATION OF THE PROPOSED ACQUISITION OF PRIME NUMBERS BY COMPAGNIE TRANSNATIONALE D’INVESTISSEMENT HOLDING (CTIH), HOLDING COMPANY OF THE COFINA GROUP

Purpose of the notification of the proposed

The ECOWAS Regional Competition Authority (ERCA) has received a merger/acquisition notification from Compagnie Transnationale d’Investissement Holding (CTIH), the holding company of the COFINA Group, regarding the acquisition of Prime Numbers within the regional market.

The transaction involves CTIH initially acquiring a minority share in the share capital and voting rights of Prime Numbers. Over a 24-month period, additional irrevocable quarterly transfers will take place, enabling CTIH to reach a 65% shares in the capital and voting rights. This gradual increase will lead to exclusive control of Prime Numbers by CTIH, thus constituting a concentration under the terms of the ECOWAS Regulation.

The notification of this transaction to ERCA for prior authorisation is in line with Article 2(1)(a) of Regulation C/REG.23/12/21 on procedural rules for mergers and acquisitions within ECOWAS, as well as the Implementing Regulation PC/REX.1/01/24 on thresholds for mergers and acquisitions and dominant/monopolistic positions. Since the acquisition involves an entity operating in at least two ECOWAS Member States, it is therefore subject to notification to ERCA in accordance with the provisions of Regulation C/REG.23/12/21.

Description of the Parties to the Transaction

CTIH (the acquirer) is a private limited liability company incorporated under Belgian law and also registered in Mauritius as a private company limited by shares. Its shareholders are ADP III Holding 6 L.P (48.31%), Akoma Capital (45.40%), and MJE Capital Limited (6.30%). CTIH is the holding company of the COFINA Group, which operates in several ECOWAS countries (Côte d’Ivoire, Senegal, Guinea, Togo), mainly in mesofinance and specialised banking services: providing loans, collecting deposits, international transfers, mobile banking services, electronic payments, sale-and-leaseback arrangements, and conventional banking services. As a holding company, CTIH does not directly provide services to the public but supports its subsidiaries strategically, financially, and operationally.

Prime Numbers (the target) is a Belgian private limited company with share capital of €20,000, registered under number BE0784.716.637, with its registered office at 21 rue Saint Martin, 4217 Héron, Belgium. Prime Numbers is a fintech that offers digital technology services enabling the creation and operation of integrated digital loan portfolios for banks, fintechs, platforms, and value chains, primarily targeting micro, small and medium-sized enterprises (MSMEs).

Expected Outcomes and Strategic Justification

CTIH intends to leverage the acquisition of Prime Numbers as a strategic tool for digital transformation, aimed at enhancing financial inclusion and expanding its regional and technological footprint. CTIH aims to diversify its operations into decentralised finance (DeFi) by integrating innovative blockchain-based technology (a database that records transactions and is protected against modification).

This transaction will allow CTIH to strengthen its presence in digital finance, access new markets through NFTs, staking, and decentralised lending protocols, and support its financial innovation strategy in West Africa and beyond by offering hybrid products tailored to the needs of emerging markets.

The acquisition also aims to expand the group’s technological and geographical reach, by connecting with a younger, more digital-savvy customer base through Prime Numbers’ platforms. Finally, this strategic move is part of CTIH’s ambition to position itself as a pioneer in digital financial inclusion in Africa, using Web tools to improve access to formal financial services.

Rights of third parties

Pursuant to Article 44 (2) (a) (iv) of the ECOWAS Regional Competition Authority’s Manual of Investigation and Notification Procedures, third parties are invited to submit their comments to ERCA within thirty (30) days of the publication of this communication.

Such comments shall be accompanied by any documentation capable of substantiating the facts and analyses and sent confidentially to the following address:

ECOWAS Regional Competition Authority

Bertil Harding, Bijilo, The Gambia

P.O Box 4470

Or electronically at the following email addresses: registry@erca-arcc.org and info@erca-arcc.org