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In Xerxes v CEC, arising from the AEDC acquisition consortium, Nigeria's Court of Appeal upheld a winding-up order based on an unpaid LCIA award, rejecting the argument that a pending appeal made the debt disputed.
Nigeria’s Court of Appeal has unanimously dismissed an appeal by Xerxes Global Investment Ltd and upheld a winding-up order obtained by CEC Africa Investment Ltd on the strength of an unpaid London arbitration award, according to a two-part analysis published by Daily Jus on 1 and 8 September 2026. The analysis does not give the date of the appellate judgment.
The dispute
CEC Africa Investments (CECA) and Xerxes formed KANN Utility Company Limited to acquire the Abuja Electricity Distribution Company (AEDC) in Nigeria’s 2013 power privatisation, BusinessDay reported in December 2019. CECA said it paid the whole of the initial US$41 million payment to the Bureau of Public Enterprises and that Xerxes did not contribute its share. According to Daily Jus, an LCIA tribunal seated in London issued a final award in favour of CECA in October 2016, and the Federal High Court recognised it in February 2018. Xerxes appealed the recognition judgment.
What the Court of Appeal held
Xerxes argued that the debt was disputed because its appeal against recognition was pending. The Daily Jus author summarises the court’s holdings as follows: a final foreign award, once recognised by a Nigerian court, can be a debt supporting winding-up proceedings; recognition is a different process from an application to set aside; and only the courts of the seat have supervisory jurisdiction to annul. Because no challenge was brought in England within the time allowed under the Arbitration Act 1996, the award was final. The court treated the challenge to recognition as insufficient to create a genuine dispute over the debt.
Why it matters
Winding-up is a strong enforcement tool, and this decision confirms it is available to foreign award creditors in Nigeria once recognition is obtained. For award debtors, the message is that objections to the award belong before the courts of the seat and within their time limits; collateral appeals in Nigeria will not stop insolvency proceedings. For foreign investors in Nigerian consortium vehicles, the case shows the value of choosing a neutral seat with a clear challenge regime and of documenting capital contribution obligations tightly in shareholder agreements. Lenders to holding companies should also note that a partner’s unpaid award can put the holding structure itself at risk.
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