Nigerian insurer Guinea Insurance has secured shareholders' approval to significantly bolster its capital base, approving plans to raise up to NGN15bn ($10.9m) in fresh equity and increasing its minimum issued share capital to NGN19bn, as the company positions itself to meet regulatory requirements and pursue growth opportunities.
The capital-raising plan is a critical step for Guinea Insurance amid ongoing regulatory reforms in Nigeria’s insurance sector, which have placed renewed emphasis on stronger capitalisation, risk management, and market confidence.
The company’s extraordinary general meeting held virtually in December 2025 approved the proposal. The shareholders endorsed far-reaching resolutions covering share capital expansion, a rights issue, and a private placement.
Under the resolutions adopted Guinea Insurance will increase its minimum issued share capital from NGN4bn, previously made up of 8bn ordinary shares of NGN0.50 each, to NGN19bn, comprising 38bn ordinary shares with the same par value.
The move creates room for the issuance of additional shares to strengthen the insurer’s balance sheet and support its long-term strategic objectives. The shareholders have authorised the board of directors to raise additional equity capital of up to NGN15bn through a combination of a rights issue and private placement, with the board empowered to determine the pricing, structure, and timing of the offers, subject to regulatory approvals.
Specifically, the company plans to issue up to 5.295bn ordinary shares via a rights issue. Shareholders have also approved a waiver of their pre-emptive rights in respect of any unsubscribed shares, allowing the board to allot such shares to other investors through a private placement arrangement.
Shareholders further empowered the board to appoint professional advisers, seek regulatory clearances, finalise documentation, and take all necessary steps to implement the rights issue and private placement without the need for further shareholder consent.
As part of the capital restructuring, the company’s Memorandum and Articles of Association will be amended to reflect the new minimum issued share capital of NGN19bn, replacing the previous NGN4bn threshold. The amendments also formally record the increase in share capital approved by shareholders.