Vest Acquico Restricted has taken its battle for management of Cornerstone Insurance coverage to the Securities and Change Fee (SEC).
The agency accuses the corporate’s majority shareholders of backing out of a deal to promote their 79% stake.
Based on paperwork seen by Nairametrics, Vest Acquico wrote to the SEC, with copies to the Nationwide Insurance coverage Fee (NAICOM) and the Monetary Companies Fee of Mauritius, alleging that the sellers walked away from an agreed deal regardless of the customer assembly all situations, together with offering a N60.5 billion financial institution assure by means of Wema Financial institution Plc.
The events concerned within the dispute
Vest Acquico Restricted is a Nigerian-incorporated funding firm. The promoters of the corporate, based on paperwork seen by Nairametrics, are Babatunde Edun, Akinfemi Akinware, and Jude Abalaka.
The corporate’s petition was signed by Femi Akinware, who beforehand served on the board of VFD Group Plc and has additionally been linked with different funding ventures within the fintech and infrastructure area.
On the opposite facet are long-standing buyers in Cornerstone Insurance coverage, together with Pioneer Administration & Enterprise Ventures LLP, a Lagos-registered funding partnership with ties to African Capital Alliance (ACA).
- Additionally concerned are Capital Alliance Personal Fairness II and III, Mauritius-incorporated funds managed by ACA, one among Nigeria’s main personal fairness teams with investments throughout monetary providers, power, and client sectors.
Collectively, these sellers maintain their Cornerstone shares by means of Banc-Guarantee Restricted and Capassure Restricted, Mauritius-based automobiles that collectively personal about 79% of the insurer.
What they’re saying
Based on the petition, Vest Acquico alleges that the proposed transaction concerned buying Banc-Guarantee Restricted and Capassure Restricted, which collectively maintain 79% of Cornerstone Insurance coverage. The deal was valued at N60.5 billion.
Buying Banc-Guarantee additionally meant Vest Acquico wouldn’t personal 79% of Cornerstone Insurance coverage, which seems to be the principle motive for the deal.
As a part of the settlement, Vest Acquico acknowledged it was required to supply a financial institution assure of the identical quantity to reveal its capability to finish the acquisition.
In a letter dated August 12, 2025, and seen by Nairametrics, signed by Ashraf Deenmahomed for Capital Alliance Personal Fairness II and III, and Steve Iwenjora for Pioneer Administration & Enterprise Ventures, the sellers confirmed that the Share Buy Settlement (SPA) was “agreed in kind” and could be executed as soon as the assure was delivered.
Vest Acquico mentioned it delivered the revised assure on August 29, however simply days later, on September 3, the sellers returned the doc.
- Based on the identical paperwork, the assure was handed again by Okey Enelamah, performing for the vendor group, who knowledgeable Vest that they’d determined to not proceed with the sale.
Enelamah is a Nigerian funding veteran who co-founded African Capital Alliance (ACA) in 1997, a personal fairness agency the place he has served as Chairman. He was additionally Nigeria’s Minister of Business, Commerce, and Funding from 2015 to 2019 beneath the Buhari administration.
In its petition to the SEC, signed by Akinware, Vest wrote:
“Regardless of these substantial efforts and full compliance with the Sellers’ necessities in procuring the Financial institution Assure, the Sellers have now refused to proceed with the completion of the Transaction, performing in dangerous religion and thereby exposing the Purchaser to materials monetary publicity.”
He added:
“The Sellers’ refusal to proceed with the execution of the SPA constitutes an anticipatory breach of their obligations beneath the agreed phrases.”
It is very important word that, in the identical letter signed by Ashraf Deenmahomed for Capital Alliance Personal Fairness II and III, and Steve Iwenjora for Pioneer Administration & Enterprise Ventures, they acknowledged that the letter was not “a binding authorized obligation, legal responsibility or responsibility of care between the Sellers and the Purchaser, or between both the Sellers or the Purchaser, and any third events”.
Why this issues
Cornerstone Insurance coverage trades on the Nigerian Change at about N7.30 per share, giving it a market capitalisation of N130–135 billion.
- The inventory has greater than doubled in 2025, up over 100% year-to-date, on expectations of recapitalisation throughout the trade.
- At present market costs, the 79% stake in rivalry could be value greater than N100 billion, considerably above the N60.5 billion agreed deal worth.
- This hole underscores the excessive stakes and why management of Cornerstone is so engaging to buyers.
Business context
The dispute comes as insurers put together to satisfy greater capital thresholds beneath the Insurance coverage Business Reform Act, 2025.
- The regulation raised minimal capital necessities fivefold; in some circumstances, non-life insurers should now maintain N15 billion (up from N3 billion), life insurers N10 billion (up from N2 billion), and reinsurers N35 billion.
- The recapitalisation push is predicted to set off mergers, stake gross sales, and capital raises throughout the sector.
- For a corporation like Cornerstone, whoever controls the bulk stake will likely be positioned on the centre of this transformation.
What it’s best to know
On August 29, 2025, Cornerstone Insurance coverage introduced the appointment of Mr. Ejakhaluse Zoe Omonkhogbe as a non-executive director.
- Omonkhogbe presently serves as Government Director at Capital Alliance Nigeria, the place he oversees the agency’s finance and tax features.
- Earlier in July, the corporate declared a dividend of N4.9 billion throughout its Annual Normal Assembly (AGM).
- Cornerstone’s half-year 2025 outcomes present a pre-tax revenue of N6.7 billion, a pointy decline from N27.8 billion in the identical interval of 2024, because the overseas exchange-related beneficial properties that boosted earnings final 12 months didn’t materialize in 2025.
