TPL Corp Limited has granted final approval for the sale of its wholly owned subsidiary, TPL Insurance Limited, to Jazz International Holding Limited, marking a significant step in one of the notable corporate transactions in Pakistan’s insurance sector. The development was disclosed through a formal notification submitted to the Pakistan Stock Exchange (PSX), keeping investors informed of the board’s latest decision.
According to the notification, the Board of Directors of TPL Corp convened on December 17, 2025, where it approved the execution of a Share Purchase Agreement with Jazz International Holding Limited. The approval, however, remains subject to the completion of all required legal, regulatory, and corporate formalities, in line with applicable laws and takeover regulations. The company emphasized that the transaction will proceed only after securing the necessary approvals from relevant authorities.
This approval builds on an earlier announcement made on September 8, 2025, when TPL Corp’s board had granted in-principle consent for the potential divestment of TPL Insurance. At that stage, the identity of the acquiring party had not been finalized. The prospective acquirer was initially described as VEON Group Holding Company Ltd and/or its subsidiaries, associated companies, or affiliated entities.
Subsequent clarity on the transaction structure emerged on December 16, 2025, when Arif Habib Limited, acting as the Manager to the Offer, confirmed that Jazz International Holding Limited would replace VEON Group Holding Company Ltd as the acquiring entity. The update formally identified Jazz International Holding, acting in concert with Pakistan Mobile Communications Limited, as the buyer under the framework of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.
The acquisition reflects Jazz International Holding’s growing interest in expanding beyond its core telecommunications business into adjacent financial and insurance services. For TPL Corp, the transaction represents a strategic move to unlock value and potentially realign its business focus. TPL Insurance Limited has been an established player in Pakistan’s insurance market, offering a range of conventional insurance products across multiple segments.
Market participants view the deal as part of a broader trend where large corporate groups are seeking diversification through financial services, leveraging digital platforms and existing customer bases. While financial details of the transaction have not been disclosed publicly, the approval of the Share Purchase Agreement signals that negotiations between the parties have reached an advanced stage.
TPL Corp, in its communication to shareholders, stated that it will continue to keep the market updated on material developments as the transaction progresses. Further disclosures are expected once regulatory reviews are completed and the transaction reaches key milestones.
The proposed sale remains subject to approvals from regulators, including those overseeing insurance, competition, and capital markets, as well as the fulfillment of conditions outlined in the Share Purchase Agreement. Once completed, the acquisition is expected to reshape the ownership structure of TPL Insurance and potentially influence competitive dynamics within Pakistan’s insurance industry.
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