African Alliance Insurance Plc has secured shareholder approval to raise up to ₦12 billion in additional capital as the insurer moves to complete its recapitalisation following its absence from the list of companies confirmed by the National Insurance Commission (NAICOM) as meeting the new minimum capital requirements.
The approval was granted at the company’s Extraordinary General Meeting held in Lagos, according to a disclosure filed with the Nigerian Exchange Limited (NGX) and signed by Azeezat Ogunsola on behalf of Tope Adebayo & Co (TALLP Corporate Services), the company secretary.
Under the resolutions, shareholders authorised the board to raise up to ₦12 billion through a combination of funding options, including private placement, rights issue, public offer, convertible subordinated debt notes, sale of assets and other recapitalisation structures permitted under applicable laws.
A major component of the approved framework is the proposed issuance of a zero-coupon convertible subordinated debt note through private placement.
The board was authorised to determine the conversion price and other terms of the debt instrument, subject to the requirements of investors, NAICOM and other relevant regulatory authorities.
The resolutions also allow the company to convert the outstanding principal amount of the debt note into ordinary shares if a specified conversion event occurs. The resulting shares can then be allotted to the relevant investors without requiring another approval from shareholders.
African Alliance was among the insurers that did not appear on NAICOM’s final publicly announced list of companies that had satisfied the new minimum capital requirements following the conclusion of the regulator’s 12-month recapitalisation exercise. NAICOM announced the completion of the exercise in August, with 50 insurers and reinsurers ultimately confirmed as compliant.
The insurer’s recapitalisation process has taken place against the backdrop of its return to shareholder control following an extended regulatory intervention.
NAICOM handed management of African Alliance back to a new board on June 16, 2026, after an 18-month intervention aimed at stabilising the company and restoring its financial and operational position.
The latest shareholder resolutions provide the board with several options for strengthening the company’s capital position.
Beyond raising new funds, shareholders authorised the sale, transfer or disposal of properties and other company assets as part of the recapitalisation, subject to applicable laws and regulatory approvals.
The company was also authorised to regularise and issue unissued or legacy shares for the purpose of the recapitalisation.
Where those shares are insufficient to accommodate shares that may arise from the conversion of the debt note or another approved equity issuance, the board can increase the company’s share capital to the extent required and allot the resulting shares to investors.
The resolutions further empower the board to appoint professional advisers and execute agreements and other transaction documents required to implement the capital raise.
Shareholders also approved amendments to the company’s Memorandum and Articles of Association where necessary to accommodate the recapitalisation, including any consequential increase in issued share capital.
The company said the resolutions also ratified steps already taken by the board in connection with the proposed recapitalisation, including negotiations, conditional agreements and engagements with NAICOM, the Securities and Exchange Commission and other regulatory authorities.
The development gives African Alliance a formal shareholder-backed framework to pursue its capital requirements after its regulatory intervention and subsequent return to its owners.
