Cornerstone shareholders approve restructuring, endorse transition to holding company

SHAREHOLDERS of Cornerstone Insurance Plc have approved a court-sanctioned restructuring plan that will see the company reorganise its operations, transfer its insurance businesses into separate entities and change its name to Cornerstone Holdings Plc.

The resolutions were passed as special resolutions at a court-ordered meeting of shareholders held virtually on June 26, 2026, from the company’s headquarters in Lagos.

Under the approved scheme, shareholders endorsed the restructuring plan contained in the Scheme Document dated June 15, 2026, subject to any modifications that may be approved by the court.

As part of the reorganisation, all admissible assets, liabilities and undertakings relating to the company’s non-life insurance business, including real property, contractual rights and obligations, intellectual property rights and licences, will be transferred to FIN Insurance without any further act or deed as provided under the scheme.

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The shareholders also approved that Cornerstone Insurance Plc would receive inadmissible assets, real property and any excess capital in FIN Insurance in line with the restructuring arrangement.

In addition, all pending or future legal proceedings, claims and litigations relating to the non-life insurance business will continue in the name of FIN Insurance once the scheme receives court sanction.

The meeting further resolved that all admissible assets, liabilities and undertakings connected with the company’s life insurance business would be transferred to and vested in Cornerstone Life Assurance Limited. Likewise, all pending or contemplated legal proceedings relating to the life insurance business will thereafter be handled by Cornerstone Life Assurance Limited following court approval of the scheme.

Shareholders also approved changing the company’s name from Cornerstone Insurance Plc to Cornerstone Holdings Plc to reflect its new status as a non-operating holding company.

To facilitate the transition, the directors were authorised to amend the objects clause of the company’s Memorandum and Articles of Association to align with its new structure as a holding company.

The meeting also empowered the board to engage financial, legal and other professional advisers required to implement the restructuring and to take all additional steps necessary to give full effect to the approved scheme and the resolutions passed.