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Key points:
- The Saltzman family has acquired a 50% stake in OneSpark, a pioneering life insurance company.
- OneSpark is an authorized financial services provider endorsed by Guardrisk Life Limited.
- The collaboration leverages Dis-Chem’s retail network and OneSpark’s actuarial expertise for growth and innovation.
The Saltzman family, renowned South African billionaires and founders of Dis-Chem Pharmacies, has enhanced its integrated healthcare program through a binding Share Subscription Agreement (SSA) with OneSpark Proprietary Limited and OneSpark Holdings Inc., a Delaware-incorporated corporation. This transaction, valued at R155,940,228 ($1.87 million), sees Dis-Chem acquiring a 50-percent interest in OneSpark’s ordinary share capital. The move will add products such as life cover and funeral cover to the health retailer’s portfolio.
OneSpark: Innovative Insurance Solutions Endorsed by Guardrisk
OneSpark is a pioneering life insurance company founded by experienced actuaries and engineers, using advanced AI and proprietary technology to offer innovative insurance solutions that transforms the traditional insurance experience. As an authorized financial services provider (FSP 50594), OneSpark’s products are underwritten by Guardrisk Life Limited (FSP 76), a licensed life insurer.
Four of Dis-Chem’s directors — Ivan Saltzman, Saul Saltzman, Laurence Nestadt, and Johannes Mthimunye — are indirect shareholders of OneSpark Holdings Inc., making it a related party to Dis-Chem under JSE Limited Listings Requirements, categorizing this as a small related party transaction per Section 10.7 of the JSELR.
As of April 30, 2024, the net assets of OneSpark, based on management accounts prepared under IFRS, are valued at R1,289,502 ($86,215.13). The losses before tax attributable to these net assets for the four months ended April 30, 2024, amount to R25,330,780 ($1,367,091.72). Despite these losses, the board of Dis-Chem has verified the quality of the management accounts provided.
The transaction is contingent upon the fulfillment of several conditions by Aug. 31, 2024, or a later agreed date. These conditions include the conclusion of a written shareholders agreement, an agreement on a new memorandum of incorporation for OneSparks, the Dis-Chem’s commitment to subscribe for cumulative redeemable preference shares in OneSpark, up to R200,000,000 ($10,710,820) and acceptance by the JSE of an independent fairness opinion.
To comply with the JSELR, Dis-Chem appointed PricewaterhouseCoopers Corporate Finance (Pty) Ltd. (PwC) as the independent professional expert. PwC provided an opinion confirming that the transaction terms are fair to Dis-Chem’s shareholders. This opinion will be sent to the JSE for approval, and further updates will be communicated to shareholders.
This transaction will significantly enhance Dis-Chem’s customer value proposition. By integrating OneSpark’s innovative insurance solutions, Dis-Chem can offer a more detailed and integrated health ecosystem. This aligns with Dis-Chem’s strategy to provide affordable, high-quality healthcare services to a broader customer base.
The partnership between Dis-Chem and OneSpark is expected to yield considerable synergies. Dis-Chem’s extensive retail network and customer base, combined with OneSpark’s technological and actuarial expertise, can drive growth and innovation in healthcare and insurance. This collaboration can lead to the development of new products and services, further strengthening Dis-Chem’s market position.
