NOTICE : TRANSFER OF INSURANCE BUSINESS BETWEEN REGISTERED INSURERS
Western National Insurance Company Limited
Registration No: 2004/0069
AND
Santam Namibia Limited
Registration No: 1989/454
Nature of the Proposed Transfer & Abstract of Terms
Western National Insurance Company Limited (“WNIC”) and Santam Namibia Limited (“Santam”) are both companies incorporated in Namibia under the Companies Act No. 28 of 2004 and are registered as short-term insurers under the Short-Term Insurance Act, 1998 (Act No. 4 of 1998).
WNIC and Santam have entered into a transaction in which Santam will acquire WNIC's entire insurance book of active policies, along with all related insurance assets and liabilities. This includes all reported and unreported claims as well as unearned premiums. The acquisition concerns only the insurance business of WNIC; it does not involve the shareholding or any other assets of WNIC.
The purpose of this transfer is to allow WNIC to exit the short-term insurance market in Namibia and shift its focus to other business activities, transforming into an investment holding company. Consequently, WNIC will cease all short-term insurance operations, and its short-term insurance license will be terminated.
The effective date of the transfer will be the first business day of the month following the fulfilment of all conditions precedent, including the High Court's approval. Until the Effective Date, WNIC will continue managing the insurance portfolio in its ordinary course of business, ensuring all operational standards are maintained and policyholder interests are safeguarded.
On the Effective Date, Santam will assume ownership, benefit, and risk for WNIC's insurance book.
High Court Application for the Sanctioning of the Transfer
WNIC and Santam intend to apply to the High Court of Namibia in Windhoek for an order sanctioning the Transfer. The application is scheduled for Friday, 21 February 2025, at 10:00 am, or as soon thereafter as the matter may be heard.
Implications of the Transfer
If the High Court sanctions the Transfer, Santam will assume full responsibility for all obligations related to the insurance business transferred from WNIC. Following this, the Registrar of Short-Term Insurance may proceed to cancel WNIC's registration as a short-term insurer in terms of Section 17(15) of the Short-Term Insurance Act.
Availability of Documents for Inspection
The documents related to the Transfer, including the Sale Agreement, an Abstract of the Terms, a Statement outlining the nature of the transaction, an Extract of WNIC's Annual Financial Statements, and an Independent Actuarial Report on the Transfer, will be available for inspection by policyholders, creditors, and shareholders of WNIC and Santam.
These documents will be available for inspection, free of charge, during normal business hours from Friday, 13 December 2024, to Friday, 10 January 2025 at the following locations:
- WNIC’s Head Office: Western Square, Ballot Street, Windhoek, Namibia.
- Santam's Head Office: Tenbergen Village, c/o Robert Mugabe Avenue & Julius Nyerere Street, Windhoek, Namibia.
Please note that the offices shall be closed on the public holidays during this period, specifically 10 December (Human Rights Day), 25 December (Christmas Day), and 26 December (Family Day).
View the public notice in PDF format
Right to be Heard
In terms of Section 48(5) of the Short-Term Insurance Act, the Registrar of Short-Term Insurance, along with any policyholder, shareholder, creditor, or other person affected or likely to be affected by the Transfer, is entitled to be heard at the High Court hearing mentioned above. Any affected party may also file an application with the High Court in Windhoek regarding any aspect of the Transfer.
For further inquiries, please contact Jurgen Hellweg at jurgenh@westnat.com
