Royal Exchange clarifies relationship with REPRU, denies ownership claims

Royal Exchange Plc has clarified that it has no ownership or control over Royal Exchange Prudential Life Plc (REPRU), following the revocation of the insurer’s operating licence by the National Insurance Commission (NAICOM).

The clarification was contained in a notice dated September 11, 2026, and signed by Lovelyn Aniekwe on behalf of OOT Nominees Ltd, the company secretary.

The disclosure was issued in compliance with Rule 17, Part II (Issuers’ Rules) of the Nigerian Exchange (NGX) Rule Book.

What they are saying

According to the company, the statement became necessary following public reports linking Royal Exchange Plc to regulatory actions taken against REPRU.

• Royal Exchange assured shareholders, investors, customers, and the general public that REPRU is no longer a subsidiary or affiliate of the company.

The company explained that although REPRU previously formed part of the Royal Exchange Group and continues to bear the Royal Exchange name, it ceased to be under the ownership or control of Royal Exchange Plc following the disposal of its stake in August 2022.

• “Royal Exchange considers it important to clarify its relationship with Royal Exchange Prudential Life Plc (REPRU) and to assure its shareholders, investors, customers and the general public that REPRU is no longer a subsidiary of, or under the ownership or control of Royal Exchange,” the company stated.

It further emphasized that REPRU’s financial position, operations, regulatory obligations, and current status are entirely separate from those of Royal Exchange Plc.

• “Accordingly, REPRU is not a subsidiary or affiliate of Royal Exchange and its current financial position, operations, regulatory status and obligations are separate and distinct from those of Royal Exchange,” the notice added.

Royal Exchange stressed that NAICOM’s decision to revoke REPRU’s licence has no impact on its own operations, assets, liabilities, regulatory standing, or financial position.

• “Consequently, the revocation of REPRU’s operating licence by NAICOM does not in any way affect the financial position, operations, assets, liabilities, regulatory standing or ongoing business of Royal Exchange. The regulatory action against REPRU is specific to REPRU.”

The company reaffirmed its commitment to strong corporate governance, regulatory compliance, and prudent financial management, while thanking shareholders and stakeholders for their continued confidence and support.

Get up to speed

NAICOM revoked REPRU’s operating licence on August 4, 2026, after the company failed to meet the minimum capital requirements stipulated under the industry recapitalisation programme.

• Following the revocation, the insurance regulator appointed a receiver and provisional liquidator to oversee the winding down of the company’s operations and protect policyholders’ interests.
• The development triggered renewed scrutiny of the ownership structure of REPRU, particularly because of its historical association with Royal Exchange Plc.

Last month, shareholders of Royal Exchange accused MediPlan Healthcare Limited of failing to recapitalise REPRU within the timeline prescribed by NAICOM.

• According to the shareholders, the dispute stems from Royal Exchange Plc’s divestment of its stake in REPRU to MediPlan Healthcare in 2022. They alleged that MediPlan failed to meet recapitalisation obligations and breached provisions of the Share Sale Agreement.

The shareholders further claimed that following the alleged default, MediPlan did not return ownership of REPRU to Royal Exchange Plc as stipulated under the agreement.

What you should know

The revocation comes in the wake of NAICOM’s industry-wide recapitalisation exercise, one of the most significant reforms in Nigeria’s insurance sector in recent years.

• The exercise, which ran from August 2025 to July 31, 2026, resulted in the successful recapitalisation of 48 insurance companies and two reinsurance firms, with the sector collectively raising an estimated N720 billion in fresh capital.
• However, not all operators met the new capital thresholds. Several insurers, including REPRU, failed to satisfy the regulatory requirements before the deadline, leading to licence withdrawals and regulatory interventions by NAICOM.

Industry analysts view the recapitalisation programme as a major step toward strengthening the financial capacity, solvency, and resilience of Nigeria’s insurance industry while improving policyholder protection and investor confidence.