Analysis: AIICO Insurance and its confusing capital raising efforts 

AIICO Insurance Plc. is a market leader in the insurance space, offering a range of from pension management, asset management, health insurance, and more. One of the oldest in the game, the company has grown in capacity, optimizing its available resources to attain new heights. Currently the 2nd largest insurance company in Nigeria by gross premiums, the past few years have shown the company’s desire for expansion through capital raising to expand its operations – amongst other real reasons.  

So far, the company’s performance has been admirable. In 2019, its Profit after Tax grew from the N3.2 billion it made in 2018 to N5.9 billion as at the end of 2019 which was a whopping 88% in growth. The insurance company’s gross written premiums for FY 2019 also increased by 33% to N50.1 billion last year while gross claims grew by 6% to N30.6 billion in 2019. Over the past year, the company has set various plans in motion to raise capital. While its CEO had noted that the objective of the capital raising is to strengthen the company’s balance sheet and provide additional capacity to underwrite more risks, there’s more to the aggression. 

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The Capital-Raising Journey 

AIICO has not had a public offer in recent memory. It had only conducted rights issues just 3 times, with the last being in 2006. Yet since last year, the company had been in the business of raising funds. The company first announced last year of its desire to create 16 billion ordinary shares of 50 kobo each, in line with the existing ordinary shares of the Company. It then set up a private placement phase of its recapitalization exercise with an uptake of 38.83% of its shares by two strategic investors; LeapFrog Nigeria Insurance Holdings Limited acquired 28.24 percent stake while AIICO Bahamas Nigeria Limited acquired 10.59 percent stake. As a result, the paid-up share capital of the company has increased from N6.1bn to N11.3bn. Its shareholders’ equity also increased by 92% from N14.5 billion in 2018 to N27.9 billion.  

But it still wants more. 

The company sought shareholders’ approval to increase its authorized share capital by N3.5 billion or more by way of a rights issue. So just last month, the Company’s Board of Directors’ meeting held on May 12, 2020, the company announced a rights issue of 5 new shares for every 13 shares held as well as Bonus shares of 1 new share for every 5 shares held, ahead of the Company’s next Annual General Meeting. 

Why does AIICO need more money? 

The first answer is NAICOM. NAICOM had introduced a new tier-based minimum solvency capital structure, detailing the new minimum capital base for composite insurers. A new capital structure was proffered for Life, Non-Life, and Composite insurance companies, including reinsurance companies, which were increased from N2 billion, N3 billion, N5 billion, and N10 billion to N8 billion, N10 billion, N18 billion and N20 billion respectively. For AIICO, the goal had been to attain its required N18 billion through various instruments towards meeting the NAICOM guidelines. Not only did the company want to raise funds, but it also needed to raise capital above the minimum capital. 

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But that’s not all.  

AIICO also owes the IFC N2.42 billion which it obtained in 2015. The loan also has embedded an option to convert in the event that there is a change in control or sale of a substantial part of the company’s assets or business. The option unfortunately expired in December 2019. Thus, shareholders could get significantly diluted if the company does not pay off IFC. 

A closer look at its N26.9 billion shareholder fund composition shows that N5.2 billion and another N3.5 billion are classified under deposit for shares and revaluation reserves respectively. Making it not exactly count. Speculations have been made about the possibility that the deal with LeapFrog may preclude the company from using the proceeds to pay off debts. That said, AIICO Insurance has until December 31, 2020, to meet the new capital base after the insurance regulator postponed the June 2020 deadline.  

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To retain ownership and not further dilute the shares of its existing shareholders, it leverages right issues to raise funds. What is even more confusing is why there was a declaration of Bonus shares as well. Alongside its last disclosure, it declared bonus shares of 1 new share for every 5 shares held. Why issue bonus shares in the middle of capital raise? Typically, when the price per share of a company is high, new investors will find it unattractive to buy. With bonus shares, the overall capital remains the same but price per share tends to reduce. So liquidity of the stock is enhanced and existing shareholders end up with a reduced percentage of the company.  

Given its fund-raising requirements, amongst other expansionary reasons, AIICO might just be in the business of raising funds. The company’s expansion strategies, however, appear to be paying off given its 88% growth in profit in 2019 so we can only conclude that they know exactly what they’re doing.