Further to the transaction – “Proposed Scheme of Arrangement between Allianz Nigeria Insurance Plc and the holders of its fully paid ordinary shares of 50 kobo each (the “Transaction)”, and the subsequent conversion of Allianz Insurance Nigeria Plc to “Allianz Nigeria Insurance Limited”, we wish to inform you that:
BACKGROUND AND BRIEF SUMMARY OF THE SCHEME
In May 2019, the National Insurance Commission (“NAICOM”) issued a circular which increased the minimum paid-up capital requirements for all insurance license classes. NAICOM’s new rules have prompted players across the industry to pursue various capital raising and restructuring initiatives aimed at bridging their respective capital shortfall. According to NAICOM’s circular, Allianz Nigeria Insurance PLC (the “Company”) has a material capital shortfall of approximately N11.8 billion.
Allianz Nigeria’s capital shortfall is unlikely to be bridged only by profit retention giventhe Company’s profitability trend. It is also unclear if all shareholders will be able to invest additional capital in the business. Few shareholders participated in Allianz Nigeria’s most recent rights issue, resulting in dilution of most shareholders’ equity stake in the Company. Additional injection of the capital required to support the business by Société Fonciere Europeenne B.V. (“Core Shareholder” or “SFE”), would further dilute shareholders’ equity stake in the Company.
The capital demands of the business, the need to retain any profit to boost the Company’s capital above the minimum capital requirements as well as Allianz Nigeria’s recent financial performance suggest that the Company is unlikely to be able to pay dividends in the medium term….
The proposal is an offer from the Core Shareholder (“Offer”) to acquire the shares it does not currently own (“Scheme Shares”) and subsequently convert the Company to a private company. The Transaction will be implemented through a Scheme of Arrangement (“Scheme”) under Section 539 of CAMA. The Scheme will result in the transfer of shares held by Eligible Shareholders to SFE, with each Eligible Shareholder receiving N2.30 kobo for every share transferred.
Following the implementation of the Scheme, the Core Shareholder intends to delist the Company’s shares from the Daily Official List of NASD and convert the Company to a private company. The Scheme which is to be presented for the consideration and approval of shareholders at the Court-Ordered Meeting has already received the Securities and Exchange Commission’s (“SEC”) No Objection.
Please be guided accordingly.
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