African Alliance Insurance Plc shareholders have approved a plan by the insurer to raise up to N12 billion as the company continues efforts to recapitalise and meet the requirements of the Nigerian Insurance Industry Reform Act (NIIRA) 2025.
The approval was given unanimously at an Extraordinary General Meeting held in Lagos on Wednesday, September 23, according to a regulatory filing by the company.
The resolution gives the board authority to pursue the capital raise through a private placement, rights issue, public offer, convertible subordinated debt, asset sales or other structures permitted by law.
The development comes after a major regulatory overhaul of Nigeria’s insurance industry. NIIRA 2025 introduced higher minimum capital requirements of N10 billion for life insurers, N15 billion for non-life insurers, N25 billion for composite insurers and N35 billion for reinsurers. The recapitalisation exercise ran for 12 months and was tied to a July 31, 2026 deadline.
NAICOM announced in August that 43 insurance and reinsurance companies had met the prescribed minimum capital requirements, while eight insurers that submitted evidence of compliance shortly before the deadline were still undergoing final verification at the time.
African Alliance was among the insurers that had not completed the process at the initial deadline. In August, the company disclosed that it had submitted its recapitalisation plan to NAICOM and was awaiting further regulatory directives to commence implementation.
The insurer had also only recently emerged from a period of regulatory intervention, with control returned to its shareholders on June 16, 2026.
The latest shareholder approval therefore provides the company with a broader framework for completing the capital exercise. Under the resolutions, the board may issue a zero-coupon convertible subordinated debt note through private placement, with the board empowered to determine the conversion price and other terms, subject to regulatory and transaction requirements.
The company has also authorised the board to sell, transfer or otherwise dispose of selected properties and other assets as part of the recapitalisation. Any such disposal will require compliance with applicable laws and the necessary regulatory approvals.
If the debt note is converted, African Alliance’s outstanding principal may be exchanged for ordinary shares based on the approved conversion terms. Shareholders have authorised the board to allot and issue the resulting shares to investors without seeking another approval from members.
The resolutions also allow the company to revalidate and issue unissued or legacy shares for the recapitalisation. Where those shares are insufficient, the board can increase the company’s share capital to the level required and issue additional shares to investors under the approved structure.
The board has further been authorised to appoint advisers, execute the necessary transaction documents and register changes to the company’s share capital and corporate documents with the Corporate Affairs Commission and other regulators.