Court halts $150m vessel sale over corporate governance breach

… Voids shareholders meeting 

Mkpoikana Udoma

Port Harcourt — The Federal High Court in Port Harcourt has halted a controversial $150 million offshore vessel transaction, nullifying a disputed shareholders’ meeting and ordering parties to maintain the status quo pending determination of a substantive suit.

In Suit No: FHC/PH/CP/02/2026, the Federal High Court of Nigeria set aside resolutions passed at an extraordinary general meeting of Springview International Logistics Ltd held on February 24, 2026, which approved the sale of the company’s 60 per cent stake in MV Wariboko (now ADNOC AB03, IMO: 1903649).

The stake was to be transferred to Exmar Offshore Ltd, with the vessel already linked to ADNOC Logistics & Services Plc in a transaction now under legal scrutiny.

Delivering the ruling, Justice Stephen Pam held that the meeting was conducted in defiance of an earlier court directive, stressing that “parties cannot validly take steps to alter the subject matter of the case while it remains pending.”

The court consequently nullified all resolutions from the meeting and barred any further action relating to the sale, transfer, or divestment of the vessel or Springview’s equity until the substantive case is fully determined.

The dispute stems from the vessel’s ownership structure, with Exmar holding 40 per cent and Springview 60 per cent.

 Aggrieved shareholders alleged that Exmar unilaterally sold the vessel to ADNOC without transparency, describing the move as “an unlawful and oppressive attempt to dispose of the company’s sole asset.”

They further accused the defendants, including company directors, of breach of fiduciary duty, unfair prejudice, and attempts to frustrate ongoing derivative proceedings, while seeking damages exceeding $6 million.

Court filings also reveal that the vessel operated in Nigeria for over 11 years under Exmar’s management, generating significant revenue estimated at about $50,000 per day at inception, without any remittance to Nigerian shareholders.

The plaintiffs claim the asset generated over $150 million during its operational lifecycle, alleging that proceeds were diverted and that earlier agreements granting eventual ownership to Nigerian stakeholders were breached.

The court’s decision followed an interlocutory application by shareholders who challenged the legitimacy of the February 24 meeting, arguing it violated an existing order to preserve the status quo.

Legal analysts say the ruling reinforces judicial protection of shareholder rights and sends a strong warning against attempts to sidestep court orders in high-value commercial disputes.

“The decision underscores the importance of strict compliance with court directives and the fiduciary responsibilities of company directors,” a legal observer noted.