Guinea Insurance Plc has authorised its Board of Directors to raise additional equity capital of up to N15 billion in order to comply with NAICOM statutory capital requirements, strengthen its financial base, and support strategic growth objectives.
The approval was granted at the company’s Extraordinary General Meeting (EGM) held virtually on Wednesday, December 17, 2025.
A statement signed by Company Secretary, Chinenye Nwankwo, and filed with the Nigerian Exchange Limited (NGX) confirmed that shareholders passed all resolutions presented at the meeting.
What the company is saying
The company says the capital will be raised through a combination of Rights Issue and Private Placement, on terms, pricing, allotment structure, and timetable to be determined by the Board in the best interest of the company.
“In order to comply with statutory capital requirements, strengthen the Company’s financial base, and support its strategic growth objectives, the Board of Directors be and are hereby authorized to raise additional equity capital of up to N15,000,000,000 (Fifteen Billion Naira) by way of Rights Issue and Private Placement, on such terms, pricing, allotment structure, and timetable as the Board of Directors may determine in the best interest of the Company.”
Share capital increase and rights issue
Shareholders approved the increase of the company’s minimum issued share capital from N4 billion, comprising 8 billion ordinary shares of 50 kobo each, to N19 billion, made up of 38 billion ordinary shares of 50 kobo each.
As part of the resolutions, directors were empowered to issue up to 5.29 billion ordinary shares by way of Rights Issue, subject to regulatory approval. Shareholders also agreed to waive their pre-emptive rights to any unsubscribed shares, authorizing the Board to allot such shares to other investors under the private placement arrangement.
“The Company’s minimum issued share capital is hereby increased from N4,000,000,000 (Four Billion Naira) made up of 8,000,000,000 (Eight Billion) ordinary shares of N0.50 kobo each to N19,000,000,000 (Nineteen Billion Naira) made of 38,000,000,000 (Thirty-Eight Billion ordinary shares of 50kobo each).”
The Board was further authorized to appoint professional advisers and undertake all necessary actions to ensure compliance with regulatory directives and the successful execution of the capital-raising exercise.
Private placement and amendments to articles
In a special resolution, shareholders approved the issuance of up to 6.32 billion ordinary shares of 50 kobo each at an offer price of N1.45 per share by way of private placement.
The new shares will rank pari passu with existing ordinary shares, ensuring equal rights and obligations for all shareholders.
To reflect the new capital structure, amendments were made to the company’s Memorandum and Articles of Association. Clause 6 of the Memorandum and Article 3 of the Articles of Association were updated to state that the minimum issued share capital is N19 billion, divided into 38 billion ordinary shares of 50 kobo each.
A new sub-clause was also added to Clause 6, documenting the special resolution of December 17, 2025, which increased the company’s share capital from N4 billion to N19 billion through the creation of 30 billion additional ordinary shares.
What you should know
In August, the National Insurance Commission (NAICOM) issued a directive announcing an increase in minimum capital requirements for insurance companies by fivefold, giving operators 12 months to comply or risk losing their licenses.
Under the new framework, non-life insurers must raise their capital from N3 billion to N15 billion, life insurers from N2 billion to N10 billion, and reinsurers from N10 billion to N35 billion. The legislation is designed to enhance the sector’s risk-bearing capacity, improve claims settlement, and boost investor confidence.
In November, NAICOM said 18 insurance companies have indicated their readiness to undergo capital verification, a key requirement in the ongoing recapitalisation exercise for the Nigerian insurance sector.
Speaking at the EY Insurance Summit 2025, NAICOM’s Chief Executive Officer, Olusegun Omosehin, described the industry’s response in the recapitalisation process as encouraging.
