Sanlam Allianz Holdings (Kenya) PLC is preparing to sell at least 30.9 million shares on the Nairobi Securities Exchange (NSE) after receiving regulatory approval to allot more than 100 million shares that had been withheld following its 2025 rights issue.
The proposed sale is intended to bring the insurance group’s ownership structure in line with local shareholding requirements under Kenya’s Insurance Act.
In a cautionary announcement dated November 2, 2026, the company disclosed that the Insurance Regulatory Authority (IRA) had approved the allotment of 100,579,535 fully paid-up shares, which had been held back pending regulatory clearance.
The approval was granted through a letter dated September 28, 2026, subject to the condition that the excess shareholding be disposed of within one year.
The regulator directed that the shares be sold on or before September 28, 2027, after which the company must provide an update confirming that the ownership structure has been regularised.
The announcement stated that the company must ensure that “the excess shareholding is disposed on the Nairobi Securities Exchange (the ‘NSE’) within one (1) year of the date of the IRA Approval, i.e. on or before 28 September 2027.”
It added that the company must also “provide IRA with an update on completion of the disposal and confirm the shareholding position once it has been regularised.”
The allotment will increase Sanlam Allianz Holdings’ issued ordinary shares from 543,420,465 to 644 million.
However, the additional shares will also increase the combined direct and indirect ownership of Sanlam Allianz Africa Proprietary Limited (SAZ), the group’s ultimate parent, from 66.19 per cent to 71.47 per cent.
Before the allotment, Hubris Holdings Limited, a wholly owned subsidiary of SAZ, held 359.7 million shares, representing 66.19 per cent of the company. Following the allotment, Hubris’ holding will increase to 367,965,499 shares, equivalent to 57.14 per cent.
SAZ will also hold 92,314,036 shares subscribed for under the underwriting arrangement, representing another 14.33 per cent. Combined, the SAZ Group will control 460,279,535 shares, representing 71.47 per cent of the enlarged share capital.
Aksaya Investment Holdings Limited will retain 135,499,733 shares, although its ownership percentage will decline from 24.93 per cent to 21.04 per cent.
Other shareholders will continue holding 48,220,732 shares, representing 7.49 per cent of the company after the allotment.
To comply with the IRA’s conditions, SAZ intends to dispose of at least 30,946,202 ordinary shares, equivalent to approximately 4.81 per cent of the enlarged share capital.
The sale will reduce the group’s combined direct and indirect ownership to no more than 429,333,333 shares, representing two-thirds, or 66.67 per cent, of the company.
The company has also specified that the shares will only be sold to citizens of the East African Community or entities that meet the ownership requirements under Section 22(b) of the Insurance Act.
The regulatory requirement is linked to Sanlam Allianz Holdings’ ownership of Sanlam Allianz Life Insurance (Kenya) Limited, an insurance subsidiary subject to local shareholding rules.
The company had therefore withheld the allotment of the additional shares until the IRA granted approval.
The Capital Markets Authority (CMA) has since issued a no-objection to the allotment, which will be completed through the crediting of the shares to the relevant accounts at the Central Depository and Settlement Corporation.
The regulator had also granted SAZ an exemption in July 2025 under the Capital Markets (Take-overs and Mergers) Regulations, 2002, in respect of the increase in its shareholding.
The shares trace back to a 2025 fundraising exercise in which Sanlam Kenya, as the company was then known, offered 500 million new ordinary shares to existing shareholders at KSh5 each.
The rights issue was intended to raise KSh2.5 billion, with the funds earmarked for reducing the company’s debt burden and strengthening its financial position.
In its earlier announcement on the fundraising, the company said the exercise would help it “reduce the Company’s long-term debt levels which will save on interest costs currently being charged by the Company’s lenders.”
It also said the capital injection would “provide management with the operational and financial flexibility to drive the Group’s growth ambitions and return to profitability.”
SAZ agreed to underwrite the offer, meaning it would subscribe for shares that were not taken up by other shareholders.
When the results were announced in May 2025, SAZ subscribed for all 92,314,036 untaken rights shares under the underwriting agreement signed on April 3, 2025.
However, the company withheld the allotment of 100,579,535 fully paid shares pending clearance of the local ownership requirements. This included 8,265,499 shares taken up by Hubris and the 92,314,036 shares subscribed for by SAZ.
The latest IRA approval now allows the company to complete the allotment, while requiring the majority shareholder to reduce its stake within the stipulated period.
The ownership changes also come against the background of the wider partnership between South Africa’s Sanlam and Germany’s Allianz.
The two insurance groups announced plans in May 2022 to combine their operations across Africa, outside South Africa, through a joint venture intended to create a major pan-African financial services business.
The partnership officially launched in September 2023 after receiving regulatory approvals, with the combined business operating under the SanlamAllianz brand.
The joint venture brought together the two companies’ African operations, with a presence initially announced in 27 countries across the continent.
In Kenya, the listed company subsequently adopted the name Sanlam Allianz Holdings (Kenya) PLC as the group reorganised its insurance operations.
The latest announcement advises shareholders and the investing public to exercise caution when dealing in the company’s shares as the proposed sell-down is implemented.
“Shareholders of the Company and the public are advised to exercise caution when dealing in the shares of the Company,” the notice stated.
