RELEASE: PROPOSED ACQUISITION OF HONORIS HOLDING LIMITED (HHL) BY A CONSORTIUM OF INVESTORS LED BY K2025283350 (SOUTH AFRICA) PROPRIETARY LIMITED (SA BIDCO)

Published On - September 30, 2025

Registry ERCA Ongoing Investigations

NOTIFICATION TO THE ECOWAS REGIONAL COMPETITION AUTHORITY OF THE PROPOSED ACQUISITION OF HONORIS HOLDING LIMITED (HHL) BY A CONSORTIUM OF INVESTORS LED BY K2025283350 (SOUTH AFRICA) PROPRIETARY LIMITED (SA BIDCO)

 

Purpose of the Notification

The ECOWAS Regional Competition Authority (ERCA) has received a formal notification of the proposed acquisition of Honoris Holding Limited (HHL) by a consortium of investors led by K2025283350 (South Africa) Proprietary Limited (SA BidCo), a newly incorporated South African company.

The notification has been submitted pursuant to Article 2(1)(a) of Regulation C/REG.23/12/21 on merger and acquisition procedures within the ECOWAS region and Rule PC/REX.1/01/24 on notification thresholds. As the transaction involves operations in ECOWAS Member States, regional notification and assessment are required.

Parties to the Transaction

  • Acquiring Consortium:
    • SA BidCo and SA HoldCo, both incorporated in South Africa and newly established for this transaction.
    • OMPE SPV, ultimately controlled by Old Mutual Limited through its private equity arm, OMPE Fund VI.
    • Mangro Holdings Proprietary Limited, an investment holding company ultimately controlled by two South African family trusts.
  • Target Company:
    • Honoris Holding Limited (HHL), incorporated in Mauritius, majority-owned by EMK Holdings Limited, itself indirectly controlled by Actis GP LLP and ultimately by General Atlantic Partners L.P.
    • In ECOWAS, HHL operates through Nile University of Nigeria Limited (a multidisciplinary private university in Abuja) and its subsidiary Nile Consult and Services Limited, which operates a School of Preliminary Studies and provides ancillary services.

Nature and Scope of the Transaction

The proposed transaction will be implemented in two main steps:

  1. Direct acquisition by SA BidCo of the whole of the issued share capital of HHL.
  2. Indirect joint control of HHL by OMPE SPV and Mangro (via SA BidCo and SA HoldCo), as they will hold certain control-conferring rights.

The transaction represents part of a broader restructuring and investment initiative led by OMPE to consolidate ownership and streamline the capital structure of HHL.

Expected Outcomes

The transaction is expected to:

  • strengthen the long-term growth of HHL and its Nigerian operations by introducing experienced institutional investors;
  • provide access to additional financial resources and strategic expertise to support expansion in the higher education sector;
  • ensure continued delivery of quality educational services in Nigeria;
  • not raise competition concerns in the ECOWAS Community Market, as there are no horizontal or vertical overlaps between the Acquiring Consortium and the Target Group.

Third Party Rights

In accordance with Article 44(2)(a)(iv) of the ERCA’s Investigation and Notification Manual of Procedures, interested third parties are invited to submit their comments within thirty (30) days from the date of publication of this notice.

Submissions must be supported by relevant documentation and sent in confidence to the following address:

ECOWAS Regional Competition Authority (ERCA)

Bertil Harding, Bijilo, The Gambia

P.O. Box 4470

Or sent electronically to: registry@erca-arcc.org and info@erca-arcc.org