The Competition and Consumer Tribunal has sent Debswana Pension Fund’s proposed acquisition of a 50 percent stake in Bona Life Insurance (Proprietary) Limited back to the Competition and Consumer Authority for reconsideration, following an appeal by the pension fund.
The appeal challenged the Authority’s April 20, 2026 decision to reject the proposed acquisition of the shares from Foudello (Proprietary) Limited.
Debswana Pension Fund sought to have the decision set aside and replaced with unconditional approval under section 53(1)(a) of the Competition Act. Alternatively, it asked the Tribunal to return the matter to the Authority for reconsideration.
The Tribunal ordered the reconsideration under section 78(1)(a) of the Act, directing the Authority to reassess the transaction in accordance with the applicable legal framework and within the timelines prescribed by section 49.
“The Ruling does not grant approval for the proposed acquisition,” the Tribunal said.
The Authority had rejected the transaction over concerns about competition, market concentration and broader public interest implications.
The CCA said the acquisition could significantly alter the structure of Botswana’s pension and long-term insurance markets, potentially weakening competition and entrenching the position of a small group of large institutional players.
Under the proposed transaction, Debswana Pension Fund would acquire a 50 percent stake in Bona Life from Foudello. Foudello is majority-owned by Botswana Opportunities Partnership, with a minority stake held by Botswana Public Officers Pension Fund (BPOPF).
The CCA said the transaction would create overlapping vertical and horizontal linkages across key segments of the financial services value chain, including pension fund provision, administration and long-term insurance.
Debswana Pension Fund participates in pension administration through Mmila Fund Administrators, while BPOPF operates through NMG Administrators Botswana. The Authority said the proposed structure would bring major pension funds and a life insurer into a closely connected ownership network.
It argued that this could substantially lessen competition, increase the risk of dominance in the life insurance market and reinforce existing concentration in the pension fund industry.
The Authority also raised concerns about common ownership between a major institutional investor and a life insurer, saying the alignment could skew incentives and disadvantage competing firms.
It further warned of the risk of coordinated conduct, arguing that closer ties between Debswana Pension Fund, BPOPF and their respective administrators could facilitate the exchange of commercially sensitive information and undermine competition.
The CCA said vertical integration across pension fund management, administration and insurance could also influence procurement decisions, potentially resulting in preferential treatment for affiliated entities and the gradual foreclosure of competitors.
It warned that the transaction would strengthen ownership links between Bona Life and some of the country’s largest pension funds, which are significant institutional purchasers. This, it said, could undermine the viability of independent administrators in an already concentrated market.
Barriers to entry were another concern. The Authority said smaller firms, including SMMEs, could face increasing difficulty entering or expanding in pension administration because fund-linked administrators benefit from captive mandates, scale and stronger financial backing.
The CCA also identified a potential conflict of interest arising from pension funds owning a life insurer. It argued that procurement decisions could be influenced by incentives to maximise returns from affiliated entities rather than prioritise competitive outcomes for pension fund members.
From a public interest perspective, the Authority warned that the transaction could reduce consumer choice, increase costs and constrain innovation. It also flagged potential job losses if smaller firms were squeezed out, as well as broader systemic risks associated with greater concentration among institutions managing retirement savings.
“Increased concentration may also heighten the risk for fund members, given that failure within a dominant entity could have widespread implications,” the Authority said.
The CCA concluded that conventional remedies, including behavioural commitments and governance safeguards, would not be sufficient to address what it regarded as the structural risks posed by the transaction.
