SEC Approves Cornerstone Scheme To Unbundle Composite Insurance Operations Nationwide

Cornerstone Insurance Plc has secured a no-objection approval from the Securities and Exchange Commission (SEC) to proceed with a major corporate restructuring aimed at separating its life and non-life insurance operations in compliance with the provisions of the Nigerian Insurance Industry Reform Act 2025.

The company disclosed that the restructuring will be implemented through a Scheme of Arrangement involving Cornerstone Insurance Plc, its wholly owned subsidiary, Cornerstone Life Assurance Limited, and FIN Insurance Company Limited, in which it holds a 96.68 per cent equity stake.

Under the proposed arrangement, Cornerstone Insurance will transfer its life insurance assets, liabilities and related undertakings to Cornerstone Life Assurance, while its non-life insurance business assets and obligations will be transferred to FIN Insurance.

The move is designed to align the group’s structure with regulatory requirements mandating the separation of composite insurance businesses into distinct life and general insurance entities.

The company said the scheme represents a significant step in its transition to a holding company structure, positioning it for improved operational efficiency, regulatory compliance and business specialization.

Upon completion of the restructuring, the group will consist of four key entities. Cornerstone Insurance Plc will be renamed Cornerstone Holdings Plc, which will remain listed on the Nigerian Exchange Limited (NGX) as the parent company.

Cornerstone Life Assurance Limited will operate the group’s life insurance business, while FIN Insurance Company Limited will be renamed Cornerstone General Insurance Limited and oversee non-life insurance operations.

The group’s Islamic insurance business will continue to operate under Hilal Takaful Nigeria Limited.

The restructuring comes amid ongoing reforms in Nigeria’s insurance industry aimed at strengthening governance, improving risk management and enhancing the financial stability of insurance operators through clearer business segmentation.

Cornerstone noted that although it has received SEC’s no-objection approval, the scheme remains subject to additional regulatory and judicial processes. These include approvals from shareholders of the company and the affected subsidiaries at separate Court-Ordered Meetings, as well as the final sanction of the Federal High Court.

According to the company, a comprehensive Scheme Document detailing the terms and conditions of the restructuring will be dispatched to shareholders after obtaining the court’s approval to convene the meetings.

Market analysts say the move reflects a broader industry trend as insurers adjust their corporate structures to comply with the new regulatory framework introduced under the Insurance Industry Reform Act.

The separation of life and non-life businesses is expected to enhance transparency, strengthen capital allocation and improve oversight of insurance operations.

Cornerstone assured investors that further information on the restructuring process would be communicated as approvals are obtained from shareholders, regulators and the court.

In the meantime, the company advised members of the investing public and shareholders to exercise caution when dealing in its shares pending the completion of the transaction and the release of additional information regarding the scheme.