OUTsurance founders and executives sell R10.16 billion worth of shares back to the company

OUTsurance Group (OGL) has entered into an agreement to acquire 100% of its primary operating subsidiary, OUTsurance Holdings (OHL).

OGL is already the majority shareholder in OHL, holding a 92.83% stake. Now, it is looking to acquire the remaining 7.17% and make OHL a wholly owned subsidiary.

This 7.17% stake is valued at R10.16 billion and is currently held by minority shareholders, including some of the company’s founders, executives, managers, and employees.

The deal will be structured as a share-for-share transaction, whereby OGL will acquire the minority shareholders’ shares in exchange for issuing new OGL ordinary shares.

Based on a share price of R85.06, OGL will need to issue 0.44 new shares for every OHL share acquired.

The group explained that this transaction will simplify its corporate structure to a single-shareholder level, removing minority-shareholder overhead. 

It will also align its management’s interest directly with that of OGL shareholders. However, this also makes the transaction more complex.

Some of the minority shareholders in the deal are:

• Rosaceae Aequitas II, which holds 2.07% and is an associate entity of non-executive director Willem Tielman Roos
• Rosaceae Aequitas, which holds 1.05% and is also associated with Roos
• Marthinus Visser, OGL CEO and executive director, who holds 2.01%
• Daniel Matthee, OUTsurance Insurance and Life CEO, who holds 0.25%
• Bert Bakker, COO and executive director of OGL’s Australian operations, Youi, who holds 0.14%
• Erigo Capital, an associate of former OGL CFO Jan Hendrik Hofmeyr, who holds 0.11%
• Hofmeyr, who holds 0.07% directly

Since key executives and directors, including OGL’s CEO, are among the minority sellers, the deal is categorised as a related-party transaction.

This means the deal needs to be approved by independent OGL shareholders, who will take a vote at OGL’s Annual General Meeting on 24 November 2026.

The company needs a simple majority of OGL shareholders’ approval to implement the deal, and votes from related parties will not be counted.

The deal also requires approvals from the JSE and the South African Reserve Bank.