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SUNU Assurance Reconstructs Shares, Cancels 11.2bn Units, Seeks N8bn Fresh Capital

Shareholders of SUNU Assurances Plc will on Monday, March 9, hold an extraordinary general meeting to approve a proposal by the directors to reconstruct and thereafter cancel four of every five existing ordinary shares currently held.
In all, a total of 11.2bn shares of the company will be canceled and become unissued, leaving only 2.8bn outstanding in its register post-reconstruction, even as the meeting would also vote to authorize a repurchase of the fractional shares arising from the share capital reconstruction in line with the provision Section 160 (2) (b) of the Companies and Allied Matters Act (CAMA).
During the reconstruction, holdings will be rounded down to the nearest whole number of shares. In the case of fractional shares arising from the reconstruction.
The board is also proposing that the meeting authorizes alteration of the company’s Memorandum and Article of Association to reflect its new share capital, post-share reconstruction exercise.
Thereafter, the company seeks shareholders’ approval to raise fresh N8bn or its equivalent in any foreign currency by way of issuance of ordinary shares, preference shares, “whether by rights issue, public offering, private/special placement, book building or other methods or combination of methods.”
As of September 30, 2019, SUNU Assurances had paid-up capital shortfall of N7.71bn, as against the N10bn for non-life insurance companies, hence the planned recapitalization by way of a rights issue that must be completed before the December 31, 2020 deadline set by the commission.
According to a notice to the Nigerian Stock Exchange, the company said it may also raise fresh funds by convertible or non-convertible loans, stocks, medium-term notes, bonds or other securities in such tranches, series or proportions at such coupon or interest rates within such maturity periods and on such other terms and conditions including the provision of security for payment as the directors may deem fit.
According to a letter to shareholders of the company, the chairman, Kyari Abba Bukar, explained that the share reconstruction will enable it “offset accumulated losses on the statement of financial position, provide headroom for a subsequent equity raise via a rights issue and special placement, in order for the company to comply with the recently revised share capital base by the National Insurance Commission (NAICOM) for insurance companies.”
According to NAICOM, the new minimum paid-up capital base for life insurance was raised from N2bn to N8bn; general insurance, N10bn from N3bn; and composite insurance from N5bn to N18bn; while the capital base for reinsurers was raised to N20bn from the previous N10bn.
Additionally, the directors plan to issue over 38bn new shares so as to raise the capital shortfall of N7.71bn at the N0.20 market price last October 31, in addition to the N7bn divided into 14bn ordinary shares, hence the decision to cancel some shares.
The chairman assured that post-reconstruction, “shareholders will hold the same proportion of the company’s ordinary share capital before the exercise, thus ensuring that there is no loss whatsoever to the shareholders.
“There will be no loss of value to the company’s shareholders as there will be a proportional adjustment upwards in the quoted share price of SUNU Assurances’ shares as listed on the Nigerian Stock Exchange (NSE) after the reconstruction.”
As a result of the exercise, the chairman stressed that the value of shares held and percentage holding in SUNU Assurances will not change, without prejudice to any subsequent movement in the share price.
Also, the reconstruction brings the capital structure to a level that will enable the company to accommodate various funding sources available to it, adding that cancelation of the 11.2bn ordinary shares or N5.6bn will offset the bulk of its current accumulated losses, resulting in a healthier balance sheet. As of September 30 last year, SUNU Assurance had negative retained earnings of N5.73bn.
At the EGM, shareholders are also expected to approve plans by the company to refinance the debt it owes to Daewoo Securities (Europe) Limited with an option to convert the said debt to equity at the prevailing market price.
The directors also seek shareholders’ nod to sign, negotiate and/or execute all documents, appoint such professional parties and advisers to give effect to the resolutions and obtain all approvals/authorizations, among others.
The chairman announced the appointment of Mainstreet Bank Capital Limited as a financial adviser and Issuing House.
The directors assured that having considered the terms and conditions of the share capital reconstruction and the benefits thereof, they are unanimously recommending that shareholders vote in favour of the special resolutions to be proposed at the meeting.
Meanwhile, to ensure the process is seamless, the directors urged shareholders to update their particulars with EDC Registrars Limited in writing, bearing the original signatures and mandate of the company’s shareholders or his agents duly appointed in writing, not later than 14 days after the EGM.

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