Hubris Holdings opts not to make take-over off after gaining majority stake in Sanlam Kenya

Hubris Holdings has opted not to make a take-over offer for the remaining shares in Sanlam Kenya despite increasing their combined stake to 66.19 per cent following the recent rights issue.

During the rights issues, which was aimed at raising Sh2.5 billion, Sanlam Kenya issued 500,000,000 ordinary shares at an offer price of Sh5 in the ratio of 125 new ordinary shares for every 36 ordinary shares held in the share capital of the company.

Hubris increased its shareholding in Sanlam Kenya from a direct shareholding of 57.14 per cent to 66.19 per cent having taken up all its entitlements under the rights issue and, at the close of the rights issue and commencement of trading on June 4, held 359,700,000 ordinary shares of Sh5 each in Sanlam Kenya’s issued share capital (initial allotment).

‘Hubris and/or SAZ is expected to increase SAZ’s direct and indirect shareholding to a shareholding of 71.47% following the close of the Rights Issue and pursuant to the terms of the Rights Issue Information Memorandum dated 3 April 2025 and the underwriting agreement entered into between Sanlam Kenya and SAZ dated 03 April 2025 (Underwriting Agreement) as SAZ and/or Hubris is expected to be allotted a further 100,579,535 of KES 5 each in Sanlam Kenya (Subsequent Allotment), taking their total allotment to 460,279,535 ordinary shares of KES 5 each, being approximately 71.47% of Sanlam Kenya’s issued share capital post the Rights Issue (the Transactions),” Sanlam Kenya chairman John Simba said in a statement.

“The Transactions trigger the provisions of regulations 3(1) and 4 of The Capital Markets (Take-overs and Mergers) Regulations, 2002 (Take-over Regulations) under which Hubris and SAZ will be deemed as having acquired effective control of Sanlam Kenya. Completion of the Transactions is subject to obtaining all relevant regulatory approvals as detailed in the public announcement of Hubris and SAZ dated 6 June 2025 pursuant to Regulation 4(1) of the Capital Markets (Take-overs & Mergers) Regulations 2002 (the Take-over Regulations),” he noted.

“It is noted that SAZ and Hubris have announced that they do not intend to make a take-over offer for the remaining shares in Sanlam Kenya that are not directly or indirectly held by Hubris and SAZ following implementation of the Initial Allotment and the Subsequent Allotment, and that they have applied to the CMA for an exemption under regulations 5(2)(a); 5(2)(f) and 5(2)(g) of the Take-over Regulations,”  Simba added.

He cautioned shareholders and the investing public to exercise caution when dealing in Sanlam Kenya ordinary shares on the Nairobi Securities Exchange pending further announcement, if required.