EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 02/09/2024

In electronic form on the EUR-Lex website under document number 32024M11556

EUROPEAN COMMISSION

Brussels, 2.9.2024 C(2024) 6321 final

PUBLIC VERSION

Schroders plc 1 London Wall Place EC2Y 5AU London United Kingdom

Phoenix Group Holdings plc 20 Old Bailey EC4M 7AN London United Kingdom

Dear Sir or Madam,

(1)(1) On 8 August 2024, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation, by which the undertakings Schroders plc (“Schroders”, United Kingdom), through its holding company, Schroder International Holdings Limited (United Kingdom), and Phoenix Group Holdings plc (“Phoenix”, United Kingdom), will acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control over the whole of the undertaking Future Growth Capital Limited (“Griffin”, United Kingdom), a newly created joint venture, by way of purchase of shares. ()

(2)(2) The business activities of the undertakings concerned are the following:

– Schroders is a multinational asset and wealth management company focusing on the management of public and private asset classes for its retail and institutional customers,

– Phoenix is active in the long-term savings and retirement business, pension consolidation, as well as life insurance trusted pensions,

1() OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision.

2() OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).

3() OJ C, C/2024/5170, 20.8.2024.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË – Tel. +32 22991111

(3)(3) Griffin is a greenfield joint venture set up for the purposes of managing certain private asset investment solutions for institutional clients, including pension schemes, focused on the United Kingdom.

(4)(4) After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraphs 5(b) and 5(d) of the Commission Notice on a simplified treatment for certain concentrations under Council Regulation (EC) No 139/2004. ()

(5)(5) For the reasons set out in the Notice on a simplified treatment, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.

For the Commission

(Signed) Olivier GUERSENT Director-General

4() OJ C 160, 5.5.2023, p. 1 (the ‘Notice on a simplified treatment’).

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