CMA exempts Sanlam Allianz, Hubris from mandatory Sanlam Kenya takeover
By Print Print, July 11, 2025Sanlam Kenya Plc’s ownership structure is set for a major shift after the Capital Markets Authority (CMA) granted two major shareholders, Hubris Holdings Ltd and Sanlam Allianz Africa Proprietary Ltd (SAZ) an exemption from Kenya’s mandatory takeover rules.
The exemption allows the entities to collectively acquire up to 66.7 per cent of Sanlam Kenya’s issued shares through a 2025 rights issue without being required to make a full takeover offer to other shareholders.
“On 05 June 2025, we, Hubris Holdings Limited (‘Hubris’) and Sanlam Allianz Africa Proprietary Limited (‘SAZ’), applied to the Capital Markets Authority (‘CMA’) for an exemption from the provisions of regulations 3(1) and 4 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 (‘Takeover Regulations’) which were triggered by the 2025 rights issue (‘Rights Issue’) launched by Sanlam Kenya Plc (‘SKP’), the two firms said in a statement.
The exemption, granted on July 3, effectively clears the way for the shareholders to take a controlling interest in the Nairobi Securities Exchange-listed insurer without the costly and time-consuming process of offering to buy out minority shareholders.
The transaction was deemed significant enough to merit a regulatory announcement under both the Takeovers and Mergers Regulations and the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023. “Hubris and SAZ are pleased to announce that on 03 July 2025, the CMA granted them an exemption under regulation 5 of the Takeover Regulations from compliance with the mandatory takeover provisions in relation to the acquisition of up to 66.7 per cent of the shares in SKP following conclusion of the Rights Issue,” the two companies disclosed.
Secured approval
The firms also secured approval to increase their stake beyond the immediate post-rights issue threshold, potentially reaching as high as 71.47 per cent. “Any further acquisition of shares in SKP by Hubris and/or SAZ up to 71.47 per cent following the conclusion of the Rights Issue will be exempt from the mandatory takeover provisions under the Takeover Regulations, subject to receipt of exemptions and approvals under the Insurance Act (Cap 487) Laws of Kenya,” the statement noted.
The move could consolidate Sanlam Kenya’s integration into the wider Sanlam-Allianz pan-African insurance strategy, giving the group tighter operational control in one of its long-standing markets.
It also signals strong backing by shareholders amid Kenya’s challenging insurance sector, where under-penetration, regulatory changes, and capital adequacy requirements continue to reshape balance sheets.