AXA MANSARD Shareholders approve 17 bonus shares for every 7 ordinary shares held

At an Extra Ordinary General Meeting (EGM) of AXA Mansard Insurance Plc, Shareholders approved a distribution of 17 bonus shares for every 7 ordinary shares held. The approval was given along with others at the meeting held at the Oriental Hotel, No. 3, Lekki Road, Victoria Island, Lagos State, on Monday, December 7, 2020.

In total, 25,500,000,000 ordinary shares of N0.50K will be allotted as fully paid bonus shares to the Company’s shareholders standing in the register of members of the Company as of December 14, 2020

The Insurance Broker, along with others operating in the Nigerian Insurance Industry, is striving to meet the new capitalization requirements set by the Industry regulator; National Insurance Commission (NAICOM).

The National Insurance Commission by a circular dated 20 May 2019, introduced new capital requirements for insurance companies in Nigeria, with a deadline of 30 June 2020.

This was followed by another circular dated 30 December 2019, extending the deadline for the recapitalisation to 31 December 2020.

Following the incidence of the COVID-19 pandemic, NAICOM carried out another revision of the recapitalisation deadline, with a decision to segment and extend the recapitalisation process into two phases as follows: 1st Phase 1 – 50% of the Minimum capital for insurance companies must be met by 31 December 2020; and Phase 2 – all insurance companies to comply with the approved minimum paid-up capital not later than 30 September 2021.

Source: NAICOM

In line with the NAICOM definition, the components of minimum paid-up capital, include

Existing paid-up share capital;
Cash payment for new shares;
Retained earnings (capitalised);
Payment in kind (e.g. properties, T-Bills, Shares, Bonds) for new shares issued, which must be converted to cash not later than three (3) months to the recapitalisation deadline; and
Share premium (capitalised).

AXA Mansard’s paid-up capital as at its December 2019 audited accounts is N5.25bn (see audited balance sheet as at 31 December 2019 below), and the Company will be securing an additional N12.75bn to meet the new capital requirement of N18bn for composite insurance companies.

Source: AXA Mansard

All resolutions contained in the Notice of the Extra Ordinary General Meeting were presented to the Shareholders and the following were unanimously resolved according to a publication by MANSARD as follows;

That in accordance with section 102 of Companies and Allied Matters Act, Cap capital of C20 Laws of the
Federation of Nigeria, 2004 (“CAMA”), and Article 40 of the Company’s Articles of Association (“Articles”); the authorised share the Company be and is hereby increased from N 5,250,000,000 (Five Billion, Two Hundred and Fifty Million Naira) to N18,000,000,000 (Eighteen Billion Naira) by the creation and addition thereto of 25,500,000,000 (Twenty Five Billion, Five Hundred Million) ordinary shares of N0.50K each.
That in accordance with section 383 of CAMA, and Article 111 of the Articles the funds for the time being
standing to the credit of any of the company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, up to the sum of N12,750,000,000 (Twelve Billion, Seven Hundred and Fifty Million Naira ), shall be capitalised, for the purpose of issuing Bonus Share s as fully paid shares to the shareholders.
That the newly created 25,500,000,000 (Twenty Five Billion, Five Hundred Million)ordinary shares of N0.50K
each be issued and allotted as fully paid bonus shares to the Company’s shareholders standing in the register of members of the Company as of December 14, 2020 (the Relevant Date) ; in the proportion of Seventeen (17) new ordinary shares for every Seven (7) ordinary Shares held as at the Relevant Date (“the Bonus shares”).
That where the issuance of the Bonus Shares results in a fraction of a share being held, the Company be
authorised to round that fraction down to the nearest whole share or zero, as the Directors may deem fit.
That, in accordance with Sect ion 101 of CAMA and Article 44 of the Articles; the nominal value of the issued ordinary shares of the Company be and is hereby altered from 50 kobo each to N2.00K each, by the
consolidation of every four (4) shares held by each shareholder into one (1) share.
That where the consolidation results in a fraction of a share being held, the Company be authorised to round that fraction down to the nearest whole share or zero, as the Directors may deem fit.
That the consolidated shares shall have the same rights and be subject to the same restrictions as the existing shares of the Company.
That the consolidation shall be deemed to take effect on 31st December 2020.
That the Company’s Memorandum and Articles of Association be amended to reflect the changes authorised by the foregoing resolutions.
That the Directors be and are hereby authorized to appoint such advisers, professionals and parties that they deem necessary, upon such terms and conditions that the Directors may deem appropriate with regard to the aforementioned resolutions.
That the Directors be and are hereby authorized to take all steps and do all acts that they deem necessary for the successful implementation of the above stated resolutions.

About the company

The Company was incorporated on 23 June 1989 as a private limited liability company called “Heritage Assurance Limited” and issued with a composite insurance license by the National Insurance Commission in March 2004.

The Company’s name was changed to Guaranty Trust Assurance Limited in September 2004 following the acquisition of a majority share holding by Guaranty Trust Bank Plc, and changed again to Guaranty Trust Assurance Plc in March 2006 following the increase in number of members beyond the maximum required for a private company. In November 2009, the Company became listed on the Nigerian Stock Exchange.

The beneficial ownership of the Company changed to Societe Beaujon S.A.S (AXA S.A) in December 2014 by the acquisition of 100% of Assur Africa Holding (AAH). The Company modified its name and corporate identity to AXA Mansard Insurance Plc in July 2015.

The principal activity continues to be the provision of life and general business risk management solutions and financial services to corporate and retail customers in Nigeria.

The Company has two wholly owned and two partly owned subsidiaries: AXA Mansard Investments Limited, AXA Mansard Health Limited, AXA Mansard Pensions Limited and APD Limited a special purpose company which is now an indirect subsidiary.

AXA Mansard Investments Limited was incorporated as a private limited liability company on 9 January 2008 and its principal activity involves provision of portfolio management services to both individual and corporate clients.

AXA Mansard Health Limited was incorporated as a private limited liability company on the 7th of August 2003 and its principal activities is to manage the provision of health care services through health care providers and for that purpose accredited with the National Health Insurance Scheme.

APD Limited was incorporated on 2 September 2010 for the purpose of leasing, holding and developing the Company’s commercial property located at Plot 928A/B, Bishop Aboyade Cole Street, Victoria Island, Lagos to an ultra modern office structure.

AXA Mansard Pensions Limited was incorporated on 1 February 2005 as a private limited liability company. The Company’s name was changed to AXA Mansard Pensions Limited in June 2015 following the acquisition of the majority share holding of the company by AXA Mansard Insurance Plc. in January 2015.

The Company’s principal activity continues to be the administration and management of Pension Fund Assets in line with the provisions of the Pension Reform Act 2014 and the relevant National Pension Commission circulars

By; Nnamdi M.