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

• Jurisdiction: Ireland
• Parties: Gresham Insurance,Barclays,Aviva
• Date: 03 May 2005
• Decision Date: 03 May 2005
• Status: Further information required (Phase 1)
• Court: Competition and Consumer Protection Commission (Ireland)
• Decision Number: M/05/013

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

Introduction

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).

Analysis

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