Continental Re reverts as core investor buys out Nigerian shareholders


After two decades as a public limited liability company and nearly 13 years of listing on the Nigerian Stock Exchange (NSE), Continental Reinsurance Plc at the weekend reverted to a private limited liability company as the foreign core investor concluded the process of a buyout of all other shareholders.

The NSE at the weekend delisted the entire paid up share capital of Continental Reinsurance, concluding the transition of the Nigeria-based Pan-African reinsurance company from a publicly quoted company to a wholly owned private subsidiary of CRe African Investments Limited (CRe Investments) , the erstwhile foreign majority investor.

CRe Investments had in 2018 launched its bid to acquire all outstanding ordinary shares of Continental Reinsurance, offering direct cash payment or shares exchange. The delisting from the NSE at the weekend finalised the scheme of arrangement that transferred Continental Reinsurance to CRe Investments as a wholly-owned subsidiary.

Continental Reinsurance was incorporated in 1985 and started business as a private reinsurance company in Nigeria. In January 1987, it began to operate as a general reinsurer and then became a composite reinsurer in January 1990, offering both treaty and facultative life and non-life reinsurance, with a well-diversified business mix and customer base.

As part of its goal to become a recognized leading reinsurance company in Africa, it converted to a public limited liability company in 2000. After it recapitalised to the tune of N10 billion in 2007, it listed its shares on the NSE in May 2007.

With five client service centres in Nigeria, Cameroon, Cote d’Ivoire, Kenya and Tunisia with Nigeria as headquarters, it has grown a diversified portfolio across some 43 countries.

The NSE had earlier suspended trading on the shares of Continental Reinsurance after the company completed major stages in its quests to delist its shares voluntarily from the NSE and revert to private limited liability company.

The board of Continental Reinsurance said CRe Investments undertook the buyout in order to initiate a much needed restructuring exercise for Continental Reinsurance, with a view to consolidating its operations and repositioning it for enhanced competitiveness in the global insurance market.

The acquisition was executed through a Scheme of Arrangement under Section 539 of the Companies & Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004 and other applicable rules and regulations.

CRe Investments had initially offered N2.04 per share for the 10,372,744,314 ordinary shares of 50 kobo each or one ordinary shares of $1 each in the capital of CRe Investments for every 176 ordinary share of 50 kobo each held in Continental Reinsurance. However, the scheme consideration was revised upward from N2.04 to N2.10 per share, with the new price representing 51.08 per cent premium on the share price of Continental Reinsurance as at the close of trading on October 5, 2018 which was the last business day prior to the date on which the proposal was received from CRe African Investments Limited.

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