African Alliance Insurance Plc has commenced steps to raise up to ₦12 billion in additional capital as the insurer moves to meet the recapitalisation requirements under the Nigerian Insurance Industry Reform Act, 2025 (NIIRA).
The company disclosed this in a notice to the Nigerian Exchange Limited (NGX), signed by Mosunmola Oke, on behalf of Tope Adebayo & Co (TALLP Corporate Services), the company secretary.
According to the notice, shareholders will consider the proposed recapitalisation at an Extraordinary General Meeting scheduled for September 23, 2026.
African Alliance is seeking a special resolution authorising its board to raise the additional capital through one or a combination of several funding structures, including private placement, rights issue, public offer, convertible subordinated debt notes and the sale of assets, alongside other recapitalisation structures permitted by law.
A major component of the proposal is the planned issuance of a zero-coupon convertible subordinated debt note through private placement. The board is seeking authority to determine the conversion price and other terms of the instrument, subject to applicable regulatory requirements and agreements with investors.
Under the proposal, the debt could subsequently be converted into ordinary shares if a specified conversion event occurs. The board would then be authorised to allot and issue the resulting shares to the relevant investors without seeking another approval from shareholders.
The insurer is also seeking approval to sell, transfer or otherwise dispose of selected properties and other assets as part of its efforts to strengthen its capital position. Such transactions would remain subject to applicable laws and the necessary regulatory approvals.
The resolutions also provide for the regularisation and possible issuance of unissued or legacy shares to facilitate the recapitalisation. Where the existing unissued shares are insufficient to accommodate shares arising from the proposed debt conversion or other equity issuance, shareholders are being asked to approve an increase in the company’s share capital to the extent required.
The proposed resolutions would further empower the board to appoint professional advisers and execute the agreements and other documentation required to implement the recapitalisation.
The company also plans to amend its Memorandum and Articles of Association (MEMART) where necessary to accommodate changes arising from the recapitalisation, including any increase in issued share capital and the subsequent allotment of shares.
The development marks a significant step in African Alliance’s efforts to reposition its capital base after a period of regulatory intervention.
Business A.M. had earlier reported that African Alliance was absent from the list of insurers that met the recapitalisation requirements announced by the National Insurance Commission (NAICOM) at the conclusion of the latest recapitalisation exercise.
The insurer’s absence was linked to the regulatory intervention under which NAICOM took control of the company. Management of African Alliance was formally returned to its shareholders on June 16, 2026, bringing an end to the intervention.
With the proposed ₦12 billion capital raise, the insurer is now seeking a broader set of options to strengthen its balance sheet and position the company to comply with the new capital requirements.
The company is also asking shareholders to ratify steps already taken by the board in connection with the proposed recapitalisation, including negotiations and engagements with NAICOM, the Securities and Exchange Commission (SEC) and other regulatory authorities.
If approved at the September meeting and subsequently cleared by the relevant regulators, the resolutions would give the board considerable flexibility in determining the final structure and execution of African Alliance’s recapitalisation programme.
