The deal is part of the restructuring of the group, which will lead to Old Mutual Ltd housing the group's emerging-markets operations.
It will have a primary listing on the JSE and a standard listing on the London Stock Exchange, as well as secondary listings on the Malawi Stock Exchange, Namibia Stock Exchange and Zimbabwe Stock Exchange.
Old Mutual plc is the holding company for the Old Mutual Group of companies globally, which provides investments, savings, life assurance, asset management, banking, and property and personal insurance in Africa, Latin America and Asia. It has 18.9-million customers and about 64,000 employees.
"The commission recommends that the proposed transaction be approved subject to the conditions agreed upon between the merging parties and the Department of Economic Development," the commission said on Wednesday.
The department considers the public interest implications of any merger notified to the competition authorities. It found that the transaction gave rise to public policy issues in the context of black economic empowerment, employment and enterprise development.
The commission said Old Mutual Ltd had engaged with the department on these issues and had made certain undertakings to address its concerns.
The commission said it was not opposed to these undertakings being made conditions for the approval of the merger.
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