Shareholders of Guinea Insurance Plc have given the green light to several measures aimed at boosting the company’s finances, including raising its authorised share capital and approving a N15 billion equity raise, as Nigeria’s insurance sector adapts to tougher regulatory standards.
At an Extraordinary General Meeting held on Wednesday, resolutions were passed to ensure the company complies with the guidelines of the National Insurance Commission under the Nigeria Insurance Industry Reform Act 2025.
As stated in the resolutions signed by Company Secretary Chinenye Nwankwo, shareholders have agreed to boost the company’s issued share capital from N4 billion to N19 billion. This means the number of ordinary shares, each valued at 50 kobo, will rise from 8 billion to 38 billion. The extra 30 billion shares will hold the same rights and status as the existing ones.
The recapitalisation aims to meet the NIIRA 2025 requirement for non-life insurance companies to have a minimum capital base of N15 billion. Under the new framework, life insurers must hold at least N10 billion in capital. Guinea Insurance is classified as a non-life insurer.
Under the approved plan, the board can issue up to 5.295 billion ordinary shares through a rights issue, giving shareholders the first chance to subscribe on terms set by the directors, pending regulatory approval. Shareholders have also waived their pre-emptive rights on any unsubscribed shares, allowing these to be offered to other investors via private placement.
The board could also offer up to 6.328 billion ordinary shares at an indicative price of N1.45 each through a private placement, potentially raising the full N15 billion. This setup provides flexibility on pricing, timing, and allotment, pending the necessary approvals.
Shareholders approved changes to the company’s Memorandum and Articles of Association to align with the new capital structure, removing outdated clauses and adding the latest special resolution. The board also received the go-ahead to appoint advisers, sign transaction documents, and work with regulators like NAICOM and the Securities and Exchange Commission without needing further shareholder approval.
In a statement with the EGM notice, the board said the capital boost would help the company meet legal requirements, shore up its finances, and back strategic growth plans. These approvals follow resolutions from the Annual General Meeting in September, where shareholders gave initial support to the recapitalization plan.
Market analysts describe the move as timely, noting that some insurers have faced trading suspensions for failing to meet regulatory capital requirements. Guinea Insurance, which is listed on the Nigerian Exchange, has not issued further comments on the potential market impact, although analysts expect some share price movement as details of the rights issue are released.
The resolutions take immediate effect, subject to final regulatory approvals, while shareholders and investors have been advised to await official communication on the offer timetable.
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