Jazz International Holding Limited, a Dubai-based subsidiary of global digital operator VEON Ltd, has launched a public offer to acquire up to 13.2 million ordinary shares, representing 6.67%, of TPL Insurance Limited at Rs. 30 per share, valuing the public tranche at approximately Rs. 397 million ($1.4 million).
The offer, managed by Arif Habib Limited, follows a share purchase agreement signed on March 5, 2026, under which Jazz International agreed to buy a controlling 53.81% stake, or roughly 106.9 million shares, from TPL Corporation Limited at the same price of Rs. 30 per share.
The public offer is a regulatory obligation triggered under Pakistan’s Securities Act, 2015, which requires an acquirer crossing the 50% threshold to extend a purchase offer to remaining minority shareholders. The offer window opens June 9 and closes June 15, 2026.
Rs. 30 offer price represents a significant premium to TPL Insurance’s recent trading history. The stock’s weighted average price over the 180 days preceding the announcement stood at Rs. 22.33, while its 28-day average at the time of the initial intention announcement in September 2025 was just Rs. 13.47, implying a premium of roughly 123% to that earlier baseline.
Separately, Finnish development financier FinnFund’s 17% stake and German development bank DEG’s 15.85% holding are being acquired through privately negotiated arrangements with TPL Corporation and will not form part of the public offer.
Jazz International, incorporated in the UAE in September 2025 as a special purpose vehicle, is wholly owned by VEON Microfinance Holdings B.V. of the Netherlands. The acquirer’s board includes VEON Group CEO Muhterem Kaan Terzioglu, alongside directors Farrukh Hussain Khan and Aamir Hafeez Ibrahim.
VEON, which already operates in Pakistan through Jazz, the country’s largest mobile network operator, said the acquisition aligns with its strategic objective of diversifying into insurance and expanding its footprint in the insurtech space. TPL Insurance will remain a listed company following the transaction.
The deal marks one of the more consequential foreign-led insurance sector acquisitions in Pakistan in recent years, as global telecom players increasingly look to bundle financial services with their digital ecosystems across emerging markets.