African Alliance Insurance gets shareholder approval to raise N12 billion

African Alliance Insurance Plc has secured shareholder approval to raise up to N12 billion in fresh capital as part of efforts to strengthen its balance sheet and meet regulatory capital requirements.

The approval was granted at the company’s Extraordinary General Meeting (EGM) held on September 23, 2026, where shareholders unanimously backed a series of resolutions aimed at supporting the insurer’s recapitalisation programme.

The move comes months after the National Insurance Commission (NAICOM) returned operational control of the company to a newly constituted board following the conclusion of a regulatory intervention that began in October 2024.

Shareholders Approve Multiple Funding Options

Shareholders authorised the Board of Directors to raise up to N12 billion through a range of financing structures permitted under applicable laws and regulations.

• “That the Board of Directors be and are hereby authorised to raise additional capital of up to N12 billion for the purpose of complying with the recapitalisation requirement of the Company in compliance with the NIIRA, by way of private placement, rights issue, public offer, convertible subordinated debt note, sale of assets, and other recapitalisation structure permissible under the applicable law.”

The company said the capital raise could be executed through a combination of equity and debt instruments, depending on market conditions and investor appetite.

Shareholders also approved plans for the issuance of a convertible debt instrument as part of the recapitalisation strategy.

• “That the capital can be raised through the issuance, by way of private placement, of a zero-coupon convertible subordinated debt note (the ‘Debt Note’), on the principal terms and conditions set out in the relevant documentation with the investor(s), on such conversion price as determined by the Board.”

The resolution gives the company flexibility to structure the fundraising exercise in a manner that aligns with regulatory requirements and its long-term capital objectives.

Board Empowered to Execute Recapitalisation Plan

As part of the resolutions passed at the meeting, shareholders granted the Board broad authority to implement the recapitalisation programme and determine the final structure of the proposed debt issuance.

• The Board can determine conversion terms, ratios and triggers relating to the debt note.
• Outstanding debt may be converted into ordinary shares upon agreed conversion events.
• Directors are authorised to regularise and issue unissued or legacy shares where necessary.
• The company may increase its share capital if existing shares are insufficient to accommodate the recapitalisation exercise.

The approvals are expected to enable management to respond swiftly to investor and regulatory requirements without the need for additional shareholder meetings on operational matters relating to the capital raise.

Shareholders Ratify Ongoing Recapitalisation Efforts

Shareholders also ratified actions already taken by the Board in relation to the recapitalisation process, including engagements with regulators and prospective investors.

The Board was further authorised to appoint professional advisers, execute transaction documents, and complete all regulatory filings required by the Corporate Affairs Commission (CAC), the National Insurance Commission (NAICOM), the Securities and Exchange Commission (SEC), and other relevant authorities.

The resolutions underscore African Alliance Insurance’s commitment to strengthening its financial position as the insurance industry adjusts to the new capital requirements introduced under the Nigerian Insurance Industry Reform Act.

Recovery Efforts Gather Momentum

The capital-raising initiative follows significant progress in the company’s recovery process after NAICOM intervened in October 2024 over liquidity challenges, unsettled claims obligations, regulatory breaches, and concerns about policyholder protection.

• To stabilise the company, the regulator appointed an Interim Management Board and management team with a mandate to improve liquidity, settle outstanding liabilities, conduct forensic and actuarial reviews, and restore stakeholder confidence.
• Earlier this year, NAICOM handed operational control of the insurer back to a board nominated by shareholders, marking a major milestone in the company’s turnaround efforts.
• The proposed N12 billion capital raise is expected to strengthen African Alliance Insurance’s financial capacity, improve its ability to meet obligations to policyholders, and position the insurer for sustainable growth in Nigeria’s evolving insurance market.

This version follows a stronger Nairametrics style by leading with the capital raise, retaining the key resolutions as direct quotes, and providing the regulatory intervention as context rather than the main focus.