Sanlam Allianz Holdings (Kenya) PLC plans to transfer the life insurance business of its wholly owned subsidiary to the listed company and rename itself Sanlam Allianz Life Insurance (Kenya) PLC, it said on Thursday.

The group, known as Sanlam Allianz Kenya, said the restructuring is subject to regulatory approvals and will go to shareholders at an extraordinary general meeting.

Internal restructuring, not a sale

Under the plan, Sanlam Allianz Life Insurance (Kenya) Limited would transfer all of its life insurance business, including assets and liabilities, to the holding company as a going concern. The company said the transfer would follow the Insurance Act.

The company said the aim is to simplify the group’s corporate structure and improve operational efficiency.

“The Proposed Reorganisation is an internal restructuring, not a sale to any outside party,” the company said in a cautionary announcement.

It said the holding company already owns 100% of the subsidiary. The proposal would remove one layer from the group structure by moving the business directly under the listed entity.

What changes for shareholders and policyholders

The company said no third party is buying the business or acquiring a stake in the company. Shareholding and control would stay unchanged.

It said existing insurance policies would continue on their current terms, with the company becoming the insurer.

Once the reorganisation is complete, the company said it would operate the life insurance business directly as the licensed insurer. It would remain listed on the Nairobi Securities Exchange (NSE).

The subsidiary, Sanlam Allianz Life, would surrender its insurance licence and eventually be dissolved, the company said.

Name change and shareholder vote

The company intends to change its name to Sanlam Allianz Life Insurance (Kenya) PLC. It said the new name reflects its role as the direct provider of life insurance.

A separate notice of an extraordinary general meeting, issued by the group company secretary, sets out the resolutions shareholders will consider. They cover the name change, amendments to the company’s articles of association to reflect it, and the proposed reorganisation.

The meeting will be held by electronic communication, according to the notice. It said shareholders must register to take part and can vote through the electronic channels it describes.

The notice includes explanatory notes on the proposals. It also lists arrangements for shareholders to submit questions ahead of the meeting and to appoint proxies.

Regulatory approvals required

The company said the reorganisation depends on all necessary regulatory and other approvals. It did not give a date for completion.

The extraordinary meeting notice says the proposals also require approvals from the relevant regulators, and that specific shareholder approvals are needed. The company said it would keep shareholders and the public informed as the process moves forward.

The announcement was issued under the Capital Markets Act and the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023. The company’s disclaimer said it was released with the approval of the Capital Markets Authority, which assumes no responsibility for the correctness of the statements.

Caution on dealing in shares

The company advised shareholders and the investing public to exercise caution when dealing in its shares until a further announcement is made.

Cautionary announcements of this kind are used on listed markets when a company is in discussions or planning a transaction that could affect its share price. They aim to ensure investors act on complete information.

The announcement was signed by Emma Wachira, the group company secretary of Sanlam Allianz Holdings (Kenya) PLC.

Sanlam Allianz Kenya is listed on the NSE and, according to the announcement, owns Sanlam Allianz Life Insurance (Kenya) Limited outright. Under the proposal, the listed company would become the licensed life insurer itself instead of holding it through a subsidiary.