SANLAM LIFE INSURANCE GHANA LTD. & ANOR VS THE COMMISSIONER NATIONAL INSURANCE COMMISSION & ANOR
2024
HIGH COURT
GHANA
CORAM
- HER LADYSHIP JUSTICE SHEILA MINTA
Areas of Law
- Insurance Law
- Corporate Law
2024
HIGH COURT
GHANA
CORAM
AI Generated Summary
In the High Court, Her Ladyship Justice Sheila Minta adjudicated a Motion on Notice by Sanlam Life Insurance Ghana Ltd. and Allianz Life Insurance Ghana Ltd. seeking court approval of their merger under Section 90(4) of the Insurance Act, 2021 (Act 1061) and exemption from publishing a fairness report under Section 247(1) of the Companies Act, 2019 (Act 992). The National Insurance Commission and the Office of the Registrar of Companies, both served and present, raised no objections; the NIC had issued a no‑objection letter and final approval. The Applicants submitted shareholders’ resolutions, re‑registration and change profiles, and affidavits. Concluding that statutory requirements were met and that members, creditors, and policyholders would not be unfairly prejudiced, the Court confirmed the merger, directed the merged entity to be named SanlamAllianz Life Insurance Ghana Ltd., exempted the fairness report publication, and ordered service on NIC and ORC to effect corporate name changes.
COUNSEL FOR THE APPLICANTS: Respectfully my Lady, we have before you today a Motion on Notice praying this Court for an Order approving the Merger of the Applicants pursuant to Section 90(4) of the Insurance Act(2021), Act 1061, and exempting the Applicants from the publication of a Fairness Report pursuant to Section 247 of the Companies Act, 2019, Act 992. I move in terms of the Motion Paper, the Supporting Affidavits and the Annexures.
I rely on all the averments contained in the Affidavit in Support particularly in respect of the merger paragraphs 4, 5 and 7 and pray this Court for an order approving the merger of the Applicants pursuant to Section 90(4) of the Insurance Act, the Directors having passed a resolution to undertake a merger by absorption pursuant to Section 90(1) of the Insurance Act and Section 244(2) of the Companies Act.
And in respect of the exemption from publishing a Fairness Report, paragraphs 8, and 9, and pray this Court for an order exempting the Applicants from the publication of the Fairness Report pursuant to Section 247(1) of the Companies Act, Act 992. Following the merger, the 2nd Applicant (Allianz Life Insurance Ghana Ltd. ) would be dissolved without full winding up, and its assets and liabilities transferred to the 1st Applicant (Sanlam Life Insurance Ghana Ltd. ). Following which the name of the merged entity would be SanlamAllianz Life Insurance Ghana Ltd. Respectfully submitted.
COUNSEL FOR NATIONAL INSURANCE COMMISSION: My Lady, we don’t have any objection, and we have given Applicants our final approval.
COUNSEL FOR THE OFFICE OF THE REGISTRAR OF COMPANIES: My Lady, we don’t have any objection either.
The Applicants are currently in good standing with regards to their filings with the Office of the Registrar of Companies.
RULING
This is an Application on Notice filed by Sanlam Life Insurance Ghana Ltd. and Allianz Life Insurance Ghana Ltd. on 19th April, 2024, being brought under the Insurance Act of 2021 (Act 1061) and the Companies Act of 2019 (Act 992) in which the Applicants prayed for the following.
i. An order for the approval of the merger between the two companies; and ii.
An order exempting the Applicants from the requirements of publishing a fairness report.
The Court notes that the relevant institutions, being the National Insurance Commission (NIC)and the Office of the Registrar of Companies (ORC) are the Respondents in this application who have both been duly served and present in Court toda