Vest Acquico Limited has escalated its battle for control of Cornerstone Insurance Plc to Nigeria’s Securities and Exchange Commission (SEC), accusing the company’s majority shareholders of backing out of a signed deal to sell their 79% stake despite the buyer meeting all agreed conditions.
According to documents seen by Nairametrics, Vest Acquico wrote a formal petition to the SEC, with copies sent to the National Insurance Commission (NAICOM) and the Financial Services Commission of Mauritius. The firm alleged that the sellers abruptly walked away from the agreement after it had secured and delivered a N60.5 billion bank guarantee through Wema Bank Plc.
The Parties at the Heart of the Dispute
Vest Acquico Limited is a Nigerian-incorporated investment company promoted by Babatunde Edun, Akinfemi Akinware, and Jude Abalaka. The petition to the SEC was signed by Akinware, a former board member of VFD Group Plc who has been linked to investment ventures in fintech and infrastructure.
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On the other side are long-standing investors in Cornerstone Insurance, including Pioneer Management & Business Ventures LLP, a Lagos-based investment partnership with ties to African Capital Alliance (ACA). Also named are Capital Alliance Private Equity II and III, Mauritius-incorporated funds managed by ACA. These shareholders hold their Cornerstone stake through Banc-Assure Limited and Capassure Limited, Mauritius-based vehicles that collectively own about 79% of the insurer.
The Disputed Deal
According to Vest Acquico’s petition, the transaction was structured around acquiring Banc-Assure Limited and Capassure Limited, which together hold 79% of Cornerstone Insurance. The deal was valued at N60.5 billion.
As part of the agreement, Vest Acquico was required to demonstrate financial capacity by providing a bank guarantee for the same amount. On August 12, 2025, a letter signed by Ashraf Deenmahomed for Capital Alliance Private Equity II and III, and Steve Iwenjora for Pioneer Management & Business Ventures, confirmed that the Share Purchase Agreement (SPA) was “agreed in form” and would be executed once the guarantee was delivered.
Vest Acquico says it complied, submitting the revised guarantee on August 29. But just days later, on September 3, the guarantee was returned by Nigerian investment veteran Okey Enelamah, acting on behalf of the seller group. Enelamah, co-founder of ACA and former Minister of Industry, Trade, and Investment under President Muhammadu Buhari, informed Vest that the sellers had decided not to proceed with the sale.
In its petition to the SEC, Vest wrote: “Despite these substantial efforts and full compliance with the Sellers’ requirements in procuring the Bank Guarantee, the Sellers have now refused to proceed with the completion of the Transaction, acting in bad faith and thereby exposing the Buyer to material financial exposure.”
It further argued that the refusal “constitutes an anticipatory breach of their obligations under the agreed terms.”
However, in the same August 12 letter, the sellers had inserted a caveat that the document was not “a binding legal obligation, liability or duty of care between the Sellers and the Buyer, or between either the Sellers or the Buyer, and any third parties” — a detail that could shape the legal battle ahead.
Why the Battle Matters
Cornerstone Insurance trades on the Nigerian Exchange at about N7.30 per share, giving it a market capitalization between N130 billion and N135 billion. The stock has more than doubled in 2025, rising over 100% year-to-date amid industrywide recapitalization expectations.
At current market prices, the disputed 79% stake would be worth over N100 billion — far higher than the N60.5 billion agreed deal value. That sharp gap underscores the high stakes involved and why control of Cornerstone has become such an attractive prize for investors.
The tussle comes as Nigeria’s insurance sector undergoes sweeping reforms under the Insurance Industry Reform Act, 2025. The law raised minimum capital requirements fivefold, forcing insurers to seek fresh funding or consolidate. Non-life insurers now must hold N15 billion in capital (up from N3 billion), life insurers N10 billion (up from N2 billion), and reinsurers N35 billion.
This recapitalization push is expected to trigger mergers, stake sales, and capital raises across the industry. For Cornerstone, whoever controls its majority stake will sit at the center of this transformation.
Recent Developments at Cornerstone
On August 29, 2025, Cornerstone Insurance announced the appointment of Mr. Ejakhaluse Zoe Omonkhogbe as a non-executive director. Omonkhogbe, who currently serves as Executive Director at Capital Alliance Nigeria, oversees the firm’s finance and tax functions — further underscoring ACA’s influence in the company.
Earlier in July, Cornerstone declared a dividend of N4.9 billion at its Annual General Meeting. Yet its half-year 2025 results showed a sharp decline in earnings, with pre-tax profit falling to N6.7 billion from N27.8 billion in the same period of 2024, as foreign-exchange-related gains that had boosted profits last year failed to materialize in 2025.
With the buyer accusing the sellers — Pioneer Management & Business Ventures LLP and Capital Alliance Private Equity II and III, both tied to African Capital Alliance (ACA) — of bad faith, and with the disputed stake now worth far more than the original agreement, regulators face a test of how shareholder disputes are resolved in an industry under reform.
Against this backdrop, analysts now present three possible outcomes:
1. SEC Forces Completion of the Deal
If regulators side with Vest Acquico, the deal could still be forced through. Such an outcome would immediately give Vest control of Cornerstone Insurance and place it at the center of the recapitalization wave triggered by the Insurance Industry Reform Act, 2025, which raised minimum capital thresholds fivefold. For Vest, this would be a strategic win, allowing it to consolidate influence in a sector bracing for mergers and fresh capital raises.
However, some lawyers believe that enforcing the transaction would depend on whether the SEC interprets the sellers’ letter as creating binding obligations despite their caveat. A ruling in Vest’s favor could set a precedent that increases the legal risks for private equity funds walking back from agreed sales when market conditions change.
2. Sellers Prevail, Stake Remains with ACA-Linked Group
If the SEC accepts the sellers’ position that no binding contract existed, the ACA-linked group would retain control of Cornerstone. This would keep the insurer within the orbit of one of Nigeria’s most powerful private equity firms, with Okey Enelamah and ACA continuing to influence its boardroom. The August 29 appointment of Mr. Ejakhaluse Zoe Omonkhogbe, an executive director at Capital Alliance Nigeria, as Cornerstone’s non-executive director already signals their continued strategic positioning.
The risk here is believed to be reputational. Walking back from a transaction after a bank guarantee has been delivered could make future deals with local investors more difficult, especially at a time when international funds are weighing Nigeria’s regulatory and market risks more closely.
3. A Compromise Deal Emerges
A third possibility is that the dispute prompts renegotiation. With Cornerstone’s stock having more than doubled in 2025, rising expectations of recapitalization could encourage both sides to seek middle ground. That could mean revising the deal value closer to current market levels, sharing control, or structuring a phased exit for ACA-linked sellers.
Such a compromise could also serve regulators’ interests by avoiding prolonged litigation that risks destabilizing one of the industry’s most visible firms.