Shareholders of Standard Alliance Insurance Plc have approved capital restructuring and rebranding plan during the company’s Extraordinary General Meeting (EGM), paving the way for a major corporate transformation.
At the meeting, shareholders authorized the board to increase the company’s share capital from N1.75bn to N15bn and endorsed a name change from Standard Alliance Insurance Plc to Fortis Global Insurance Plc, subject to regulatory approvals.
In a notice to the Nigerian Exchange Limited (NGX) seen by THE WHISTLER, the restructuring includes a capital consolidation and subdivision exercise.
The existing share capital of N7bn, comprising 14 billion ordinary shares of 50 kobo each, will be consolidated into N1.75bn made up of 1.75 billion ordinary shares of N1 each.
These consolidated shares will then be subdivided into 3.5 billion ordinary shares of 50 kobo each. Post-reconstruction, the 12.91 billion issued and fully paid shares will translate to 3.22 billion reconstructed shares on a ratio of one new share for every four held previously.
According to the company, a total of N5.25bn, representing surplus nominal value arising from the share reconstruction, will be transferred into the capital reserve account, thereby strengthening the company’s shareholders’ fund.
Any fractional shares resulting from the reconstruction will be rounded down to the nearest whole number in favor of shareholders.
Furthermore, the shareholders gave the green light for the directors to issue and allot up to 15 billion ordinary shares of 50 kobo each, including 11.77 billion new ordinary shares, as the company seeks to enhance its capital base and improve liquidity.
Pre-emption rights were waived by shareholders, allowing the board to allot the new shares as deemed appropriate, subject to regulatory clearances.
A critical component of the approved resolutions was the conversion of a N12bn convertible loan into equity.
This is pursuant to a Convertible Facility Agreement entered on December 12, 2024, which enables the company to issue ordinary shares in exchange for the debt, relieving the company of its repayment obligations while bolstering its capital structure.
In addition to financial restructuring, the shareholders approved strategic measures for corporate reorganization.
This includes the potential transformation of the company into a holding structure, divestment or spin-off of business units, and entering into mergers, acquisitions, or other business combinations. These steps are expected to enhance operational flexibility and market competitiveness.
To reflect the structural and identity changes, shareholders also approved amendments to the company’s Memorandum and Articles of Association.
All approvals are subject to the sanction of regulatory bodies, including the Nigerian Exchange Limited and the Corporate Affairs Commission.
The Company Secretary and Legal Adviser, Halima Jimada, confirmed that the board is authorized to take all necessary steps to implement the resolutions, including engaging professional advisers and executing relevant legal documentation.
