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 Naijaonpoint, 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.

Vest Acquico Limited is a Nigerian-incorporated investment company. The promoters of the company, according to documents seen by Naijaonpoint, 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).

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.

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 Naijaonpoint, 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.

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”.

Cornerstone Insurance trades on the Nigerian Exchange at about N7.30 per share, giving it a market capitalisation of N130–135 billion.

The dispute comes as insurers prepare to meet higher capital thresholds under the Insurance Industry Reform Act, 2025.

On August 29, 2025, Cornerstone Insurance announced the appointment of Mr. Ejakhaluse Zoe Omonkhogbe as a non-executive director.