Keystone Bank Limited is seeking regulatory approval to sell its 66.54 per cent stake in KBL Insurance Limited to Bethel V Limited, a newly incorporated investment vehicle established by insurance and investment professionals.
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The proposed transaction is subject to the approval of the Federal Competition and Consumer Protection Commission (FCCPC) because its completion would result in a change of control of KBL Insurance.
According to the acquisition notice, Bethel V Limited was incorporated in January 2026, with investment activities, business acquisitions, recapitalisation and investment and financial management consultancy among its principal objectives.
KBL Insurance is a general insurance company licensed by the National Insurance Commission (NAICOM) and currently operates as a subsidiary of Keystone Bank. The insurer was among companies that met the requirements of the recently concluded recapitalisation exercise in Nigeria’s insurance industry.
The parties have negotiated a Share Purchase Agreement for the acquisition, which is expected to be completed after the required regulatory approvals are obtained.
“The Proposed Transaction provides an opportunity to the Buyer to help contribute towards growing the Nigerian insurance industry and assisting Nigeria achieve its goal of building a US$1 trillion economy,” the acquisition notice stated.
It added that the transaction would be consummated through a Share Purchase Agreement to be entered into by the buyer and seller.
The notice further explained that because the transaction would transfer control of KBL Insurance from Keystone Bank to Bethel V, it falls within the regulatory jurisdiction of the FCCPC under sections 92(1), 92(2)(b) and 93(1) of the Federal Competition and Consumer Protection Act.
Bethel V and Keystone Bank maintained that the acquisition would enable the new investor to expand KBL Insurance’s operations and contribute to the growth of Nigeria’s insurance industry.
They also argued that the transaction would not negatively affect the company’s employees, noting that Bethel V intends to expand the insurer’s business rather than reduce its operations.
According to the parties, the acquisition is also not expected to substantially prevent or lessen competition in Nigeria’s general insurance market. Instead, they argued that the change in ownership could strengthen competition among operators in the sector.
The proposed acquisition comes shortly after the completion of a major recapitalisation exercise in Nigeria’s insurance industry under the Nigerian Insurance Industry Reform Act 2025.
Under the new regime, minimum capital for non-life insurers was increased from ₦3 billion to ₦15 billion, while the requirement for life insurers rose from ₦2 billion to ₦10 billion. Reinsurance companies were required to increase their minimum capital from ₦10 billion to ₦35 billion.
NAICOM had initially announced that 43 insurance and reinsurance companies met the new capital requirements before seven additional firms were subsequently cleared, bringing the number of compliant operators to 50.
The recapitalisation programme was designed to strengthen the financial capacity of insurance companies, enable them to underwrite larger risks and attract new investment into the sector.
However, some disputes have continued despite the conclusion of the exercise. NICON Insurance and Nigeria Re are among companies challenging aspects of NAICOM’s recapitalisation requirements, including a one per cent capital injection fee and other processing and verification charges.
They are also challenging a directive requiring existing insurance operators to transfer their entire capital injection funds into an escrow account at the Central Bank of Nigeria.
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