Sanlam Allianz Holdings (Kenya) PLC has received approval from the Insurance Regulatory Authority (IRA) to allot the last shares from its 2025 rights issue.
The allotment raises issued shares by 18.5% to 644 million and lifts the stake of its South African parent, Sanlam Allianz Africa Proprietary Limited (SAZ), to 71.47%. The IRA attached a condition: SAZ must sell down to 66.67% by September 28, 2027.
What the IRA approved
By letter dated September 28, 2026, the IRA approved the allotment of 100,579,535 paid up shares, known as the Deferred Shares. The company held them back in 2025 pending regulatory approval. They have to be allotted before the company’s issued shares reach 644,000,000.
The Deferred Shares comprise two blocks:
- 8,265,499 shares taken up by Hubris Holdings Limited, a wholly owned SAZ subsidiary.
- 92,314,036 shares that SAZ subscribed for as underwriter of the issue.
The Capital Markets Authority (CMA) has issued a “No Objection” for the allotment. It still needs the shares to be credited to CDS accounts through the Central Depository and Settlement Corporation. The new shares rank equally with existing ordinary shares in all respects.
Why the allotment was delayed
Section 22(b) of the Insurance Act sets local shareholding requirements for insurers. The company owns Sanlam Allianz Life Insurance (Kenya) Limited, so those rules apply to its own register. The company withheld the Deferred Shares until the IRA ruled.
The rights issue offered 500,000,000 new shares at KES 5.00 each, as Khusoko reported when it launched. SAZ underwrote the full amount under an agreement dated April 3, 2025, and bought all the shares other investors left untaken. At KES 5.00, the 92,314,036 underwritten shares cost about KES 461.6M, by our calculation. The issue aimed to repay a Stanbic Bank loan and cut debt.
How ownership changes
| Shareholder | Before | After |
|---|---|---|
| Hubris Holdings Limited | 359,700,000 (66.19%) | 367,965,499 (57.14%) |
| SAZ underwritten shares | None | 92,314,036 (14.33%) |
| SAZ Group, direct and indirect | 359,700,000 (66.19%) | 460,279,535 (71.47%) |
| Aksaya Investment Holdings Limited | 135,499,733 (24.93%) | 135,499,733 (21.04%) |
| Other shareholders | 48,220,732 (8.87%) | 48,220,732 (7.49%) |
| Total issued shares | 543,420,465 | 644,000,000 |
Aksaya and other shareholders keep the same number of shares, so their percentages fall.
The sell down condition
The IRA set two conditions. SAZ must dispose of the excess holding on the Nairobi Securities Exchange (NSE) within one year of the approval, on or before September 28, 2027, which is the Compliance Deadline. The company must also report to the IRA once the sale is done and confirm the new shareholding.
SAZ plans to sell at least 30,946,202 shares, about 4.81% of the enlarged capital. That would cap the SAZ Group at 429,333,333 shares, which is two thirds (66.67%) of issued capital. The shares can go only to citizens of the East African Community or to entities that qualify under section 22(b) of the Insurance Act.
The CMA had already cleared the higher stake. On July 3, 2025, it exempted SAZ and Hubris from making a takeover offer under regulation 5 of the Capital Markets (Takeovers and Mergers) Regulations, 2002. SAZ is not required to buy out minority shareholders.
What to watch
The sell down will put at least 30.9 million shares on the market. It would raise the free float and give local and regional investors a route into the company. The timing and method of the sale have not been announced, and the company’s board advised investors to take care when dealing in the shares until the sale is complete.
The company was formerly Sanlam Kenya PLC and renamed itself Sanlam Allianz Holdings (Kenya) PLC in November 2025. Khusoko has also covered Allianz’s plan to lift its indirect stake in the company.
