Vest Acquico Limited has taken its battle for control of Cornerstone Insurance to the Securities and Exchange Commission (SEC).
The firm accuses the company’s majority shareholders of backing out of a deal to sell their 79% stake.
According to documents seen by Nairametrics, Vest Acquico wrote to the SEC, with copies to the National Insurance Commission (NAICOM) and the Financial Services Commission of Mauritius, alleging that the sellers walked away from an agreed deal despite the buyer meeting all conditions, including providing a N60.5 billion bank guarantee through Wema Bank Plc.
The parties involved in the dispute
Vest Acquico Limited is a Nigerian-incorporated investment company. The promoters of the company, according to documents seen by Nairametrics, are Babatunde Edun, Akinfemi Akinware, and Jude Abalaka.
The company’s petition was signed by Femi Akinware, who previously served on the board of VFD Group Plc and has also been linked with other investment ventures in the fintech and infrastructure space.
On the other side are long-standing investors in Cornerstone Insurance, including Pioneer Management & Business Ventures LLP, a Lagos-registered investment partnership with ties to African Capital Alliance (ACA).
- Also involved are Capital Alliance Private Equity II and III, Mauritius-incorporated funds managed by ACA, one of Nigeria’s leading private equity groups with investments across financial services, energy, and consumer sectors.
Collectively, these sellers hold their Cornerstone shares through Banc-Assure Limited and Capassure Limited, Mauritius-based vehicles that together own about 79% of the insurer.
What they are saying
According to the petition, Vest Acquico alleges that the proposed transaction involved acquiring Banc-Assure Limited and Capassure Limited, which together hold 79% of Cornerstone Insurance. The deal was valued at N60.5 billion.
Acquiring Banc-Assure also meant Vest Acquico would not own 79% of Cornerstone Insurance, which appears to be the main reason for the deal.
As part of the agreement, Vest Acquico stated it was required to provide a bank guarantee of the same amount to demonstrate its capacity to complete the purchase.
In a letter dated August 12, 2025, and seen by Nairametrics, signed by Ashraf Deenmahomed for Capital Alliance Private Equity II and III, and Steve Iwenjora for Pioneer Management & Business Ventures, the sellers confirmed that the Share Purchase Agreement (SPA) was “agreed in form” and would be executed once the guarantee was delivered.
Vest Acquico said it delivered the revised guarantee on August 29, but just days later, on September 3, the sellers returned the document.
- According to the same documents, the guarantee was handed back by Okey Enelamah, acting for the seller group, who informed Vest that they had decided not to proceed with the sale.
Enelamah is a Nigerian investment veteran who co-founded African Capital Alliance (ACA) in 1997, a private equity firm where he has served as Chairman. He was also Nigeria’s Minister of Industry, Trade, and Investment from 2015 to 2019 under the Buhari administration.
In its petition to the SEC, signed by Akinware, 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.”
He added:
“The Sellers’ refusal to proceed with the execution of the SPA constitutes an anticipatory breach of their obligations under the agreed terms.”
It is important to note that, in the same letter signed by Ashraf Deenmahomed for Capital Alliance Private Equity II and III, and Steve Iwenjora for Pioneer Management & Business Ventures, they stated that the letter 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”.
Why this matters
Cornerstone Insurance trades on the Nigerian Exchange at about N7.30 per share, giving it a market capitalisation of N130–135 billion.
- The stock has more than doubled in 2025, up over 100% year-to-date, on expectations of recapitalisation across the industry.
- At current market prices, the 79% stake in contention would be worth more than N100 billion, significantly above the N60.5 billion agreed deal value.
- This gap underscores the high stakes and why control of Cornerstone is so attractive to investors.
Industry context
The dispute comes as insurers prepare to meet higher capital thresholds under the Insurance Industry Reform Act, 2025.
- The law raised minimum capital requirements fivefold; in some cases, non-life insurers must now hold N15 billion (up from N3 billion), life insurers N10 billion (up from N2 billion), and reinsurers N35 billion.
- The recapitalisation push is expected to trigger mergers, stake sales, and capital raises across the sector.
- For a company like Cornerstone, whoever controls the majority stake will be positioned at the centre of this transformation.
What you should know
On August 29, 2025, Cornerstone Insurance announced the appointment of Mr. Ejakhaluse Zoe Omonkhogbe as a non-executive director.
- Omonkhogbe currently serves as Executive Director at Capital Alliance Nigeria, where he oversees the firm’s finance and tax functions.
- Earlier in July, the company declared a dividend of N4.9 billion during its Annual General Meeting (AGM).
- Cornerstone’s half-year 2025 results show a pre-tax profit of N6.7 billion, a sharp decline from N27.8 billion in the same period of 2024, as the foreign exchange-related gains that boosted earnings last year did not materialize in 2025.
