Decision Nº M/05/013 from Competition and Consumer Protection Commission, 2005-05-03

Decision NumberM/05/013
PartiesGresham Insurance,Barclays,Aviva
StatusFurther information required (Phase 1)
Determination No. M/05/013 of the Competition Authority, dated 3rd May 2005,
under Section 21 of the Competition Act, 2002
Notification No. M/05/013 – Proposed acquisition by CGU International
Insurance plc of Gresham Insurance from Barclays Bank plc
1. On 4th April 2005 the Competition Authority, in accordance with Section 18 (1)
of the Competition Act, 2002 (“the Act”) was notified, on a mandatory basis, of a
proposal whereby Aviva plc (“Aviva”), through its wholly-owned indirect
subsidiary CGU International Insurance plc (“CGU”) would acquire the entire
issued share capital of Gresham Insurance Company Limited (“Gresham”) from
Barclays Bank Plc (“Barclays”).
2. Prior to notification, the transaction was already effected in two, virtually
simultaneous, steps. The first step involved the acquisition by Barclays of the
shares in Gresham currently held by Legal & General Group Plc. The second
step involved the acquisition by Aviva, through CGU, of the entire issued share
capital of Gresham from Barclays. The sale and purchase agreements in relation
to the transaction were entered into, and completed on 31st March 2005.
The Parties
3. Aviva is a public company based in England, of which CGU is an indirect wholly
owned subsidiary. Aviva is the holding company of the Aviva group of
companies, which carries out life assurance and long-term savings business, fund
management and all classes of general insurance. Aviva has two businesses
based in Ireland – Hibernian, whose activities include general insurance, risk
management and life assurance and Norwich Union International, an offshore life
and investment business.
4. Barclays is a public company and UK-based financial services group. It engages
primarily in banking, investment banking and investment management. Prior to
the transaction, it owned 10% of Gresham.
5. Gresham is a UK household insurance underwriter. It is the principal insurance
underwriting company for household insurance sold by Barclays. It does not
have any subsidiaries and does not have any branches on the island of Ireland. It
does not sell insurance products in the Republic of Ireland and only has a limited
presence in Northern Ireland (c. 2% of household insurance).
6. The transaction will not impact at all on the Republic of Ireland. Since Gresham
does not carry on business in the Republic of Ireland and only has a limited
presence in Northern Ireland, there is no overlap between the activities of Aviva

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