KEY Insurance Company Limited has begun the process to delist its ordinary shares as GraceKennedy Financial Group Limited (GKFG) readies to take the business private.

GKFG initiated a takeover bid for the remaining shares of Key Insurance in March, before extending it twice to the final closing date of July 11. GKFG acquired 143,296,047 ordinary shares (25.62 per cent) at $2.70 per share, worth $386.90 million. This resulted in GKFG’s stake rising from 73.2674 per cent to 98.8870 per cent or 553,097,814 ordinary shares.

“Subsequently, Key Insurance submitted a formal request, dated November 2, 2025, to the Jamaica Stock Exchange (JSE) for the voluntary delisting of its ordinary shares from the Main Market. Key Insurance now awaits the response and approval from the relevant regulatory authorities,” Key said in its third-quarter report.

Key published an update on Tuesday where it is seeking to have its delisting date be effective on November 30 or a date agreed upon with the JSE.

With GKFG owning more than 90 per cent of Key’s ordinary shares, it can invoke Section 209 of the Companies Act to “squeeze out” or make a compulsory acquisition of the remaining Key shares. This compulsory acquisition would be done at the same $2.70 price that was offered to other shareholders. It would also make Key Insurance a wholly owned subsidiary of GKFG.

All of Key’s directors and senior managers who owned shares accepted the takeover bid. Marathon Insurance Brokers Limited was the only top 10 shareholder that didn’t accept the takeover bid and continues to hold 1,897,465 ordinary shares as the second-largest shareholder. There are currently 6,225,287 ordinary shares owned by the remaining minority shareholders of Key.

Since the GKFG takeover bid was completed there have been changes to the leadership structure as part of the overall GraceKennedy strategy. Tammara Glaves-Hucey, Key’s general manager, was appointed to the new role of GK’s head of general insurance business on October 1 wherein she will oversee Key Insurance, GK General Insurance Company Limited, and GK Insurance Eastern Caribbean Limited. Glaves-Hucey was appointed to Key’s board of directors on November 12.

Andrew Dunkley was promoted from Key’s operations manager to the assistant general manager role as a result. Chaluk Richards, who was the general manager of GK General Insurance, is the new GK head of life and health insurance business, which covers GK Life Insurance Eastern Caribbean Limited, GK Life Insurance Caribbean Limited, and Canopy Insurance Limited.

Profitable insurance business

Key has continued to see the benefits of an expanded motor portfolio, which has been reflected in its insurance revenue that improved 15 per cent during the third quarter to $604.61 million while rising 16 per cent to $1.72 billion during the nine-month period ending September 30. The motor business represents two-thirds of Key’s general insurance business.

But even with a double-digit increase in the insurance service expense (insurance claims and directly attributable expenses), the motor business reported a negative net insurance result of $6.50 million for the nine-month period. Despite the non-motor business reporting a marginal increase in insurance revenue to $795.71 million, the 25 per cent dip in the insurance service expense resulted in a net insurance result of $29.88 million. This resulted in Key reporting a positive net insurance result of $23.38 million compared to the negative $24.09 million in the 2024 nine-month period.

With the company having stable interest income from its investments and flat other operating expenses, Key’s net profit for the quarter improved six per cent to $26.01 million and rose 40 per cent for the nine months to $70.11 million.

Like other general insurers, it is expected that claims will increase in the current quarter, following the passage of Hurricane Melissa on October 28. Key saw less than $50 million in claims during 2024 from Hurricane Beryl, with reinsurance acting as a backstop for its exposure. Reinsurance is a tool that allows general insurance companies to cede part of their premiums to reinsurers who take on a greater portion of the risk from their policies.

“As claims begin to rise the company reassures all stakeholders that our risk management framework remains strong and includes reinsurance coverage for catastrophic events. We anticipate financial impact, however, will be mitigated through the support of our reinsurance partners and our continued focus on stability and resilience,” stated Key with respect to Hurricane Melissa.

Key’s asset base improved 12 per cent to $5.14 billion over the nine-month period, with investment securities at $2.57 billion and cash at $710.45 million. Total liabilities and shareholders’ equity were $3.64 billion and $1.50 billion, respectively. Key’s stock price closed Monday at $2.02, which leaves it down 17 per cent year to date with a market capitalisation of $1.13 billion.