BlueFive Capital has signed a binding share subscription agreement with Gulf General Cooperative Insurance Company (GGI), a company listed on the Saudi Exchange, to undertake a capital restructuring aimed at strengthening the insurer’s financial position and supporting long-term growth.
Under the agreement, GGI will reduce its share capital by $46.93 million (SAR176 million), lowering it from $80 million (SAR300 million) to $33.07 million (SAR124 million) through the cancellation of 17.6 million shares. The move is intended to eliminate a significant portion of the company’s accumulated losses.
Following the reduction, GGI will increase its share capital back to $80 million (SAR300 million) through the issuance of 17.6 million new shares.
As part of the restructuring, 12.6 million new shares, representing 42 per cent of GGI after the transaction, will be issued to BlueFive Capital or an affiliated entity under its control. An additional 5 million shares will be issued to GGI’s substantial shareholders to capitalize a previously provided $13.33 million (SAR50 million) loan.
The transaction positions GGI as a central component of BlueFive Capital’s strategy to build what it described as the first global insurance platform originating from the Middle East. The strategy focuses on consolidating under-scaled insurance and reinsurance operators, alongside related ecosystem players, while pursuing growth opportunities across regional markets.
BlueFive Capital said the platform will target long-term value creation through operational and digital transformation, strengthening technical capabilities, and creating strategic synergies across the business. The company also plans to pursue a disciplined mergers and acquisitions strategy supported by targeted capital deployment.
Initially focused on the GCC region, the platform is expected to expand into other high-growth markets, with a priority on Shariah-compliant insurance operators.
Hazem Ben-Gacem Founder and CEO – BlueFive Capital
“We are pleased to propose this investment in GGI, which is designed to reset the Company’s financial position and provide a clear path for sustainable growth. GGI is the first step in our vision to build the first global leader in insurance out of the Middle East. We see a compelling opportunity in the Saudi insurance market, and we look forward to partnering with GGI to enhance its market position and create significant long-term value for shareholders and policyholders alike.”
Mazen Hani Zaki Altamimi said: “This agreement marks a pivotal moment for GGI. The Board believes this restructuring, supported by BlueFive’s strategic investment, provides the best path forward to strengthen our financial position and serve our policyholders. We are confident that this partnership will unlock new opportunities and drive sustainable growth for the Company and all our stakeholders. We would also like to extend our sincere appreciation to the Insurance Authority and the Capital Markets Authority for their continued guidance and support throughout this process and look forward to their ongoing collaboration as we progress this partnership.”
SNB Capital and A&O Shearman are advising BlueFive Capital on the transaction, while GIB Capital and AS&H Clifford Chance are acting as advisers to GGI. Completion of the transaction remains subject to regulatory and shareholder approvals, as well as the fulfilment of conditions outlined in the share subscription agreement.
