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.

The proposed acquisition is subject to the approval of the Federal Competition and Consumer Protection Commission, as the transaction will result in a change of control of KBL Insurance.

Nairametrics reported that according to the acquisition notice, Bethel V Limited was incorporated in January 2026 and has among its principal objectives investment activities, business acquisitions, recapitalisation activities and investment and financial management consultancy in Nigeria.

KBL Insurance, a NAICOM licensed general insurance company and a subsidiary of Keystone Bank, is one of the Nigerian insurance firms that scaled the recently concluded recapitalization exercise.

According to the notice, the parties said they have negotiated a Share Purchase Agreement for the transaction, which will be completed after obtaining the necessary regulatory approvals.

“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 FCCPC said in the acquisition notice.

“The Proposed Transaction will be consummated by a Share Purchase Agreement which has been negotiated and will be signed among the Buyer and the Seller (SPA).

“Given that the Proposed Transaction will lead to a change in control of the Company from the Seller to the Buyer upon completion, the Proposed Transaction falls within the regulatory purview of the FCCPC, and the combined provisions of sections 92(1), 92(2)(b) and 93(1) of the Act subject the Proposed Transaction to the approval of the FCCPC,” it added.

Bethel V and Keystone Bank said the transaction is expected to provide an opportunity for the buyer to expand KBL Insurance’s business and contribute to the growth of Nigeria’s insurance industry.

The parties argued that the acquisition would not have a negative effect on employees of the company, stating that the buyer intends to expand the insurer’s operations.

They also maintained that the transaction would not substantially prevent or lessen competition in the general insurance market.

Rather, they said the change in ownership would improve competition among companies operating in Nigeria’s general insurance industry.

The proposed acquisition comes shortly after Nigeria completed a year-long recapitalisation exercise that significantly raised the minimum capital requirements for insurance companies.

Under the Nigerian Insurance Industry Reform Act 2025, non-life insurers were required to increase their minimum capital from N3 billion to N15 billion, while life insurers were required to raise theirs from N2 billion to N10 billion.

Reinsurers were required to increase their minimum capital from N10 billion to N35 billion.

NAICOM announced in August that 43 insurance and reinsurance companies had initially met the new requirements, before seven additional insurers were subsequently cleared, bringing the total number of compliant companies to 50.

The recapitalisation exercise was designed to strengthen insurers’ financial capacity and improve their ability to underwrite larger risks, while also encouraging fresh investment and strategic transactions within the sector.

While the insurance industry recapitalization has been concluded, controversies continue to trail the exercise, with some insurers now slugging it out with the regulator in court.

NICON Insurance and Nigeria Re are challenging NAICOM’s assessment of a 1 per cent capital injection fee, as well as additional processing and verification charges imposed under Appendix 2 of the commission’s Minimum Capital Requirement Guidelines.

The companies also challenged a directive requiring existing insurance operators to transfer their entire capital injection funds into an escrow account at the Central Bank of Nigeria.