Vest Aquico Limited, a Nigerian investment company, has petitioned the Securities and Exchange Commission (SEC) for intervention in its bid to control the majority equity in Cornerstone Insurance through approved terms.
The firm accuses the company’s majority shareholders of reneging in their promise to sell their 79% stake in the risk-underwriting company after it had fulfilled the takeover requirements.
The company, in its petition to the capital market regulatory commission, copies of which were served the National Insurance Commission (NAICOM) and the Financial Services Commission of Mauritius, alleged that alleging that insurance firm’s shareholders violated the terms of the offer after it had provided a N60.5 billion bank guarantee through Wema Bank Plc for the 79% equity in the company.
The company’s petition was signed by Femi Akinware, one of the promoters of the company who had earlier served as a member of the VFD Group Plc board, on behalf other investors, including Jude Abalaka, Babatunde Edun, and Akinfemi Akinware.
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The owners of the 79% equity in Cornerstone Insurance targeted for takeover by Vest Aquico Limited promoters comprised Pioneer Management & Business Ventures LLP, Capital Alliance Private Equity II and III, Mauritius-incorporated funds managed by ACA.
These sellers’ about 79% equity in Cornerstone Insurance is held through Banc-Assure Limited and Capassure Limited, Mauritius-based vehicles.
In the petition to SEC, Vest alleged that the proposed transaction valued at N60.5 billion involved acquiring Banc-Assure Limited and Capassure Limited, which jointly hold 79% of Cornerstone Insurance.
The petitioner claimed that as part of the agreement, it was required to provide a bank guarantee of the same amount to demonstrate its capacity to complete the purchase.
In their supportive letter dated August 12, 2025 confirming the legality of the deal 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.
They, however, 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”.
The petitioner informed the SEC that it delivered the revised guarantee on August 29, but that on September 3, the sellers returned the guarantee through Okey Enelamah, acting for the seller group, who informed Vest that they had decided not to proceed with the sale.
In its petition to the capital market regulatory commission, Vest clarified: “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.”
“The Sellers’ refusal to proceed with the execution of the SPA constitutes an anticipatory breach of their obligations under the agreed terms”, it added.
