The board of directors of Bupa Arabia for Cooperative Insurance Company (Bupa Arabia or the Company), one of Saudi Arabia's biggest insurers, has announced that an Extraordinary General Meeting is to be held on 5 March 2026, relating to the restructuring of the company into two entities.
At the EGM, the Company seeks the approval of shareholders to convert it into a holding company and creating a new company (referred to as the ‘Demerged Company’) through distributing all assets and liabilities related to the Company’s insurance activities, including insurance contracts with customers, employee contracts in designated departments, and Bupa Arabia for Third Party Administration (Bupa TPA), to the Demerged Company resulting from the Demerger, while retaining any other business activities within the Company.
The restructuring of the Company involves:
1. The transfer of all of the Company’s assets and liabilities relating to the insurance business to the Demerged Company, while retaining any other activities within the Company,
2. The net assets to be transferred to the Demerged Company shall consist of the following:
- A capital of SAR1.5bn ($400m), divided into 150m ordinary shares with a nominal value of SAR10 each
- Statutory reserve for the insurance business of SAR 1.5bn
- Retained earnings of SAR1,587m
- End-of-service benefits reserve in the amount of SAR5.6m; and
- Fair value reserve for investments in the amount of SAR84.3m
3. To change the name of the Company to “Bupa Arabia Holding Company” (or any similar name the Ministry of Commerce approves) and to assign the commercial name “Bupa Arabia for Cooperative Insurance Company” to the Demerged Company
4. The transfer of SAR4,497m net assets as contribution to the Demerged Company
5. To transfer all of the Company’s assets and liabilities relating to the insurance business, including insurance contracts with customers and employment contracts for employees in specific departments, to the Demerged Company
6. The Demerged Company shall be the successor to the Company.
In a circular to shareholders, Bupa Arabia said the following are the key strategic and operational benefits of the demerger:
1- Enable the next phase of growth and diversification through an integrated healthcare business model
Through specialised subsidiaries, Bupa Arabia aims to diversify and grow its operations, while allowing each subsidiary to focus on its core competencies within strategic domains, including:
• Health Insurance: Includes Bupa Insurance and Bupa Third Party Administration, this arm focuses on delivering comprehensive, world-class medical insurance solutions to individuals and corporates
• Health Provision: Led by Bupa CareConnect and future healthcare initiatives, aiming to become a more prominent and integrated player in the healthcare ecosystem
• Other: Additional entities will be shaped in line with Bupa Arabia’s evolving strategy and long-term priorities
2- Unlock strategic agility and operational efficiency
The creation of distinct subsidiaries under a holding company framework will provide greater organisational clarity and agility, enabling focused strategies and operational excellence across all subsidiaries while being supported by the strategic oversight of the parent Bupa Arabia.
The holding company model also supports rapid adaptation to regulatory changes, market demands, and emerging opportunities, strengthening Bupa Arabia’s ability to remain a leader across diverse healthcare sectors.
3- Align Bupa Arabia with international best practices
Globally, leading healthcare companies have adopted similar holding company structures to develop their operations and unlock growth potential across multiple verticals, with existing models of integrated healthcare across the Bupa Global network and beyond. This demerger will bring Bupa Arabia in line with these international best practices, enhancing the Company’s competitiveness on a regional and global scale, and reinforcing Bupa Arabia’s commitment to delivering premium quality care and tailored health solutions.