Coronation Insurance revive moves to delist as core shareholders renew interest

Coronation Insurance Plc has renewed efforts to delist its shares from the Nigerian Exchange Limited (NGX) as its core shareholders reaffirmed their commitment to acquire the holdings of minority investors, following the resolution of outstanding issues that had stalled regulatory consideration of the proposed transaction since December 2023.

The insurer, in a notification dated October 23, disclosed that it had resubmitted its application to the Securities and Exchange Commission (SEC) for formal approval of the proposed scheme of arrangement, potentially setting the stage for the acquisition of minority shareholders’ interests and the eventual withdrawal of the company’s shares from the Nigerian capital market.

The consideration, payable to eligible shareholders, is to be based on the highest trading price recorded by the company’s shares on the NGX during the six months preceding the date of the notification, subject to the necessary regulatory approvals.

The proposed transaction, initially approved by shareholders at a court-ordered meeting on December 22, 2023, followed a proposal by Coronation Capital (Mauritius) Limited and its related parties, collectively referred to as the core shareholders, to acquire the shares held by other investors in the insurance company.

However, the process encountered regulatory delays after Coronation Insurance applied to the SEC for formal approval on December 27, 2023. According to the company, the commission had been unable to proceed with its review because of certain pending matters. Those issues have now been resolved, allowing the insurer to reactivate the approval process.

Coronation Insurance said it notified the SEC of the development on September 22, 2026, and requested formal approval of the scheme. The commission subsequently acknowledged the conclusion of the outstanding matters in an email dated October 7, 2026, and requested that the company submit a fresh application accompanied by all required documentation.

The insurer confirmed that it submitted the application on October 16, 2026, marking a significant step towards advancing the proposed transaction.

The renewed commitment of the core shareholders is central to the next phase of the process. Coronation Insurance said it had communicated the latest developments to the investors, who confirmed their continued interest in proceeding with the scheme, provided that its implementation complies with applicable laws, regulations, market rules and precedents.

For minority shareholders, the proposed arrangement could provide an exit route through the payment of consideration for their shares. However, the final amount payable will depend on the applicable pricing formula and the successful completion of the regulatory and judicial approval processes.

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Under the disclosed arrangement, the consideration price will be determined by reference to the highest trading price recorded for Coronation Insurance shares on the NGX over the six months preceding October 23, 2026. This means the relevant pricing period is tied to the date of the company’s notification, rather than the date on which the transaction eventually receives final approval or is implemented.

The company, however, did not disclose the actual consideration price in its latest notification. It also did not provide the number of minority shares to be acquired or the estimated total financial commitment required to complete the buyout.

These details will be important to investors seeking to assess the financial implications of the proposed arrangement and the value they may receive for their holdings.

Despite the renewed momentum, Coronation Insurance stressed that the scheme has not yet been completed and remains subject to several statutory requirements.

The company said it must first obtain formal approval from the SEC before petitioning the Federal High Court for an order sanctioning the scheme. Following the court’s sanction, a certified true copy of the order must be filed with the Corporate Affairs Commission (CAC).

Only after these steps can the company proceed with payment of the scheme consideration to minority shareholders and apply to the NGX for the delisting of its shares.

The sequence underscores the fact that shareholder approval, although obtained in December 2023, is not sufficient on its own to bring the proposed transaction to completion.

The SEC’s formal approval and the Federal High Court’s sanction remain key conditions, while the subsequent filing with the CAC will form part of the process required to implement the arrangement.

Coronation Insurance said it intended to proceed with the outstanding steps but did not provide a definitive timetable for completing the transaction.

The proposed delisting would mark a significant change in the ownership structure of the company, as minority shareholders would receive the scheme consideration for their holdings while the core shareholders would acquire the shares covered by the arrangement.

In a cautionary notice accompanying the update, Coronation Insurance advised shareholders and the investing public to exercise caution when dealing in its shares until further announcements are made.

The warning reflects the uncertainty surrounding the timing and completion of the proposed scheme, given that the transaction remains conditional on regulatory approval, judicial sanction and the filing of the court order with the CAC.

The company said it would continue to keep shareholders and the investing public informed of developments.

The notice was issued by order of the board and signed by Mary Agha, the company’s secretary.

For the Nigerian capital market, the proposed transaction highlights the importance of transparent pricing, regulatory compliance and clear communication when listed companies seek to restructure their ownership through schemes of arrangement.

While the renewed application offers a path towards resolving the outstanding issues surrounding Coronation Insurance’s proposed buyout, the immediate focus will be on the SEC’s decision and the subsequent steps required to secure the court’s sanction.

Until those conditions are met, the proposed acquisition of minority shareholders’ holdings and the eventual delisting of Coronation Insurance from the NGX remain pending rather than completed transactions.