In a decisive ruling with far-reaching implications for corporate governance and investor protection in Nigeria, a Federal High Court sitting in Port Harcourt has nullified a shareholders’ meeting held by Springview International Logistics Ltd. that sought to approve the sale of its majority stake in a significant offshore vessel, MV Wariboko (now ADNOC AB03, IMO: 1903649).
In Suit No: FHC/PH/CP/02/2026, the court set aside resolutions passed at an extraordinary general meeting on 24 February 2026, which endorsed the transfer of Springview’s 60% interest in the vessel MV Wariboko, now renamed ADNOC AB03 (IMO: 1903649), to Exmar Offshore Ltd, while ordering all parties in the matter (Springview International Logistics Limited, Exmar Offshore Ltd, ADNOC Logistics & Services Plc, etc.) to maintain the status quo until a substantive petition brought by aggrieved shareholders is resolved.
The dispute arose from the vessel’s ownership structure, with Exmar Offshore Ltd holding 40% and Springview Logistics owning the remaining 60%. Exmar Offshore Ltd allegedly sold the vessel to a foreign entity, ADNOC Logistics & Services Plc, prompting concerns among Springview Logistics’ shareholders over what they described as an unlawful and oppressive attempt to dispose of the company’s sole asset without transparency or proper corporate governance.
The aggrieved shareholders subsequently instituted a legal action against the directors of Springview Logistics, Exmar Offshore Ltd, and ADNOC Logistics & Services Plc, alleging oppression, unfair prejudice, breach of fiduciary duty, and an attempt to frustrate pending derivative proceedings related to the vessel’s operation. They sought various reliefs, including declarations that the proposed divestment was improper, orders nullifying any steps taken towards the sale or transfer of Springview’s interest, an injunction to prevent Exmar Offshore Ltd from acquiring that interest, an order setting aside Exmar’s earlier sale of the vessel to ADNOC Logistics & Services Plc, and damages exceeding $6 million.
In addition, the aggrieved shareholders filed an interlocutory application seeking to restrain Springview Logistics from holding a meeting to approve the sale of its shares in the vessel to Exmar Offshore Ltd. Despite being served with the motion and a court order instructing the parties to maintain the status quo, Springview Logistics proceeded with the meeting and purportedly passed resolutions.
Dissatisfied with what they saw as a blatant disregard for court authority, the aggrieved shareholders returned to court seeking an order to nullify the meeting and all resolutions reached therein.
The Federal High Court agreed with the aggrieved shareholders and set aside the meeting, declaring that parties could not validly take steps to alter the subject matter of the case while it remains pending and a status quo order is in effect.
The Court further ordered that no party should take further action regarding the purchase, sale, transfer, or divestment of the vessel or Springview Logistics’s interest until the substantive case is fully heard and decided. This ruling is viewed as a vital reinforcement of shareholder protection and a warning against actions that could pre-empt court outcomes. Legal observers also note that the decision highlights directors’ fiduciary duties and the importance of strict compliance with court orders in corporate disputes involving key assets.
Court filings reveal that MV Wariboko (now ADNOC AB03, IMO: 1903649) operated in Nigeria for over 11 years without any benefits accruing to Nigerian shareholders. The vessel’s operations were managed by Exmar Offshore Ltd, which is accused of refusing to account for its management and operation of the vessel during this period. The Court filings also indicate that the vessel earned approximately 50,000 US dollars per day at the start of its operations in 2012. Yet no single payment was made to the Nigerian Shareholders who facilitated the vessel’s operation in the country. The vessel operations reportedly generated over 150 million US dollars under Exmar Offshore Ltd and its current CEO, Mr Saverys Carl Antoine Jean-Marie, who managed the vessel’s operations in Nigeria.
The aggrieved shareholders allege that Exmar Offshore Ltd breached the agreement under which Nigerian shareholders would eventually own the vessel after five years of operation. They further claim that Exmar secretly sold the vessel to ADNOC Logistics & Services Plc after diverting all proceeds from the vessel’s Nigerian operations, without paying Nigerian shareholders.
Legal analysts assert that the ruling strengthens judicial safeguards against efforts to circumvent court decisions in high-value corporate disputes. Meanwhile, market participants see the case as highlighting ongoing concerns about the enforceability of shareholder rights and the integrity of joint ventures, particularly in asset-intensive sectors such as offshore logistics and energy services.
The case is expected to attract close attention from investors and operators within Nigeria’s offshore and energy sectors.
