Two months after launching a CFA3.326 billion capital increase, Cameroonian insurer Chanas Assurances has again called on its shareholders to subscribe for new shares, without disclosing how much has already been committed. The operation directly concerns state-owned National Hydrocarbons Corporation (SNH), which held a 45.26% stake in the insurer, according to a company presentation published in May 2025.

To maintain that ownership level, SNH would theoretically need to subscribe approximately CFA1.505 billion at nominal value. However, none of the documents reviewed establishes whether the state-owned company has made such a commitment or paid the corresponding amount.

In a second notice to shareholders issued in October 2026, Chanas Assurances Board Chair Claudine Manga recalled the resolutions adopted at the extraordinary general meeting of April 14 and invited shareholders to exercise their preemptive subscription rights. The notice did not disclose how much capital had already been raised, what payments had been made or whether any new investors had joined the operation.

The renewed call came after the original subscription deadline. The first notice, published in Cameroon Tribune on August 10, 2026, gave shareholders 30 days to exercise their preemptive rights. The second notice refers to the same subscription terms but does not indicate whether the deadline has been extended or how many shares remain available.

For SNH, the main issue is whether it will retain its ownership stake in the insurer. Based on the 45.26% holding reported in May 2025, its theoretical share of the CFA3.326 billion capital increase amounts to CFA1.505 billion. This calculation assumes that its ownership percentage has not changed and that the prior capital reduction does not alter shareholders’ relative holdings.

The resolutions adopted in April allow unsubscribed shares to be allocated to existing shareholders or new investors, subject to a share premium set by the board of directors. If SNH does not fully exercise its rights and other investors acquire the remaining shares, its ownership percentage may decline.

The state-owned company already has representation at the head of Chanas Assurances. When Claudine Manga took office in August 2024, the insurer identified her as a board member representing SNH.

Share Capital Set to Reach CFA13.27 Billion, Including CFA3.33 Billion in Cash Contributions

Chanas Assurances’ restructuring plan would increase its share capital from CFA6.051 billion to CFA13.273 billion, a net rise of 119.35%. The operation involves three separate steps, only one of which is designed to bring new cash into the company.

The first step is a capital reduction of CFA1.451 billion, which would lower share capital to CFA4.6 billion. This would be followed by a CFA3.326 billion cash capital increase through the issuance of 33,260 new shares, each with a nominal value of CFA100,000.

The third step involves converting CFA5.347 billion in reserves into share capital, with shareholders receiving bonus shares. This transaction will not provide the insurer with additional cash. It will simply transfer funds already recorded within shareholders’ equity into share capital.

The CFA3.326 billion therefore represents the nominal value of the new shares offered for cash subscription, not an amount that Chanas has confirmed receiving. If any remaining shares are sold at a premium, the total funds collected may exceed that nominal amount. The insurer has not disclosed the results of the subscription process.

CIMA Rules Require at Least 75% of Subscribed Capital to Be Paid

The payment terms initially announced by Chanas Assurances also require clarification. The first shareholder notice provided for an initial payment of 50% upon subscription, with the balance due within a maximum of three months.

However, CIMA Regulation No. 004 of August 8, 2024, which amended Article 329-3 of the Insurance Code, requires each shareholder participating in a capital increase to pay at least three-quarters of the nominal value of the cash shares subscribed.

If SNH subscribes its theoretical allocation of CFA1.505 billion, this requirement would translate into a minimum payment of approximately CFA1.129 billion by the time the capital increase is legally finalized. The remaining nominal balance would be approximately CFA376 million.

The difference between the 50% initial payment specified by Chanas and the 75% regulatory minimum does not, by itself, establish a violation. Shareholders may make additional payments before the capital increase is formally completed. However, the second notice does not clarify whether the payment terms have been revised.

CIMA regulations also require an insurance company organized as a public limited company to maintain shareholders’ equity of at least 80% of its share capital. Based on Chanas Assurances’ planned capital of CFA13.273 billion, the minimum equity requirement would amount to CFA10.619 billion.

The conversion of reserves into share capital will not, on its own, increase the insurer’s total shareholders’ equity, since the funds are already included in that amount.

The capital increase must be legally confirmed through a notarized declaration of share subscriptions and payments. That document, together with the updated shareholder ownership breakdown, will establish how much capital was actually raised and whether SNH retained its 45.26% stake in Chanas Assurances.

Source: Business in Cameroon