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THE CONDITIONS
 
Technical Support Fund
 
Experian shall within two months of the implementation date set up a Technical Support Fund. In order to enable smaller bureau to provide consumer credit services to banks, the merged entity shall over three years, provide historical data and make available a Technical Support Fund (and technical support under certain circumstances) to the first two smaller bureaus that are able to demonstrate that a bank is intending to procure consumer credit services from them. This must be through a written expression of interest.
 
The fund may be extended for another year. If the funds have not been depleted at the termination of the fund, the balance of the fund will be donated to a charitable organisation that will use the funds to advance small business development in South Africa.
 
Historical Data
 
The Historical Data (excluding the records that the merged entity is unable to provide to the smaller bureau due to contractual or legal obligations) will be made available and transferred to the smaller bureau. The exchange will either be at cost or at reasonable commercial terms.
 
Technical Support
 
In the event that the smaller bureau is unable to procure technical support from any non-competitor technical support provider, the merged entity will provide technical support. This will not exceed the average rate (over the comparable financial year) that the merged entity charges to any other customer in the ordinary course of business.
 
Payments for such technical support shall be made from the Technical Support Fund subject to the normal provisions of the monitoring Trustee Mandate.
 
Monitoring Trustee
 
Experian shall within two months of the implementation date and after consultation with and the approval of the Commission draw up the Monitoring Trustee Mandate, which mandate shall, among other things, include:
 
the Monitoring Trustee’s obligations to ensure the merging parties’ compliance with the conditions;
 
guidelines to assist the Monitoring Trustee to evaluate whether the written expression of interest serves as proof that a smaller bureau has obtained sufficient confirmation from a bank that the bank is intending to procure consumer credit services and that there is a reasonable prospect that the bank is likely to procure consumer credit services;
 
rules for the appropriate usage of the Technical Support Fund, including that that the two smaller bureau referred to in clause 3.1. above shall be entitled to draw against the fund to a maximum amount of R2.5 million each;
 
guidelines to assist the Monitoring Trustee in any assessment of whether the Merging Parties face any impediments to provide certain records forming part of the Historical Data to a Smaller Bureau;
 
guidelines as to the circumstances where the Merging Parties will be obliged to provide Technical Support to the Smaller Bureau; and
 
appoint the Monitoring Trustee at Experian’s cost.
 
Employment
 
The merging parties shall not retrench any of their employees as a result of the merger for a period of three years from the implementation date. For the sake of clarity, retrenchments do not include (i) voluntary retrenchment and/or voluntary separation arrangements; (ii) voluntary early retirement packages; (iii) unreasonable refusals to be redeployed in accordance with the provisions of the Labour Relations Act; and (iv) terminations unrelated to the merger, including but not limited to, dismissals as a result of poor performance and any decision not to renew or extend a contract of a contract worker.
 
Expenditure
 
For a period of three years following the implementation date, Experian Group will incur expenditure of no less than R120 million towards establishing South Africa as an investment hub through expenditure towards, among others, technological enhancements in the merged entity and bringing innovative products to the South African market that will assist with South Africa’s economic growth and development agenda.
 
 
Issued by The Competition Commission