Hubris Holdings Limited (“Hubris”) and Sanlam Allianz Africa Proprietary Limited (“SAZ”) have announced that the Capital Markets Authority (CMA) has exempted them from mandatory takeover requirements following their increased shareholding in Sanlam Kenya Plc (“SKP”).
The announcement was made in a notice dated Wednesday, July 9, 2025.
“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% of the shares in SKP following conclusion of the Rights Issue,” read part of the notice.
The exemption, granted on July 3, 2025, relieves Hubris and SAZ from the obligation to make a mandatory takeover offer to SKP shareholders after acquiring up to 66.7% of SKP’s shares through a 2025 Rights Issue.
Additionally, the CMA has approved a further exemption allowing the two firms to acquire up to 71.47% of SKP without triggering mandatory takeover rules, pending necessary approvals under Kenya’s Insurance Act (Cap 487).
On June 5, 2025, Hubris and SAZ applied to the CMA for an exemption from Regulations 3(1) and 4 of the Capital Markets (Take-overs and Mergers) Regulations, 2002, which were activated by their participation in SKP’s Rights Issue.
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A public notice was issued on the following day (06 June 2025) declaring their intent not to make a mandatory offer.
The CMA’s decision under Regulation 5 of the Takeover Regulations allows the two firms to consolidate their stake in SKP without the usual requirement to extend an offer to minority shareholders.
The transaction was facilitated by:
- Legal Advisor: NBMA Advocates LLP, One Africa Place
- Financial Advisor: Absa Securities Limited, Waiyaki Way
About Capital Markets Authority
The Capital Markets Authority (CMA) is an independent public agency in Kenya, established under the Capital Markets Act, Cap 485A. It operates under the National Treasury and Economic Planning.
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The CMA’s primary responsibilities include:
- Promoting market integrity and investor confidence by ensuring an orderly, fair, and efficient capital market.
- Supervising, licensing, and monitoring market intermediaries such as the Stock Exchange and the Central Depository and Settlement Corporation (CDSC).
- Regulating all licensees under the Capital Markets Act, including online forex, commodities, and regulated exchanges.
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