In a landmark courtroom victory, Bank of Nevis International Limited (BONI), the Nigerian-owned financial powerhouse led by Chief Executive Officer Michael J. Prest, a seasoned strategic investor, emerged triumphant after the High Court of Zambia decisively dismissed two procedural applications filed by Bank of Zambia (BoZ) in the high-stakes dispute over the liquidation of Investrust Bank Plc.
The twin rulings, delivered by Justice Charles Zulu, rejected BoZ’s attempts to nullify a notice of discontinuance filed by BONI and to block fresh judicial review proceedings brought by the investor-bank.
The decisions preserve BONI’s challenge to the compulsory liquidation and sale of Investrust’s assets, a move that wiped out the value of its 24.8 per cent shareholding and underscores Prest’s strategic acumen in pursuing investor protection through legal channels.
The saga traces back to 2021, when BONI acquired its stake in Investrust through a licensed broker on the Lusaka Securities Exchange.
The purchase, executed in line with exchange rules and through regulated intermediaries, was designed to guarantee investor protection and certainty of title, mechanisms central to a functioning capital market.
Because Investrust was a regulated financial institution, BONI was later informed that formal recognition of its shareholding required approval from Bank of Zambia.
BONI promptly submitted the necessary documentation for regulatory review.
What should have been a routine procedural step, instead, evolved into a prolonged legal impasse.
For nearly three years, BONI was left in limbo, neither formally recognised as a shareholder nor definitively rejected.
The delay prevented it from securing board representation, exercising voting rights, or participating in governance decisions, thereby effectively suspending its legal status between acquisition and regulatory recognition.
The deadlock reached a turning point in January 2024, when BoZ formally notified BONI that it did not recognise the company as a shareholder.
This decision crystallised the central legal question: do shares purchased on a regulated stock exchange confer automatic ownership, or does ownership remain contingent on regulatory discretion?
Only months later, BoZ placed Investrust into liquidation, erasing the value of BONI’s shares.
Despite denying recognition, the authorities did not refund the capital invested, leaving BONI to bear the economic loss of a shareholder while being denied governance rights.
BONI contended that fairness required repayment of the purchase price if regulatory approval was legally withheld.
The first ruling, delivered on December 31, 2025, concerned BoZ’s attempt to set aside BONI’s notice of discontinuance.
BONI had initially filed proceedings on August 2, 2024, challenging the liquidation and seeking, among other reliefs, an order compelling the Minister of Finance and National Planning to constitute a tribunal under the Banking and Financial Services Act.
BoZ argued that the case was improperly commenced and that the withdrawal did not comply with English procedural rules.
BONI countered that Zambian law governed discontinuance and that its notice was properly filed under the High Court Rules.
Justice Zulu agreed, holding that local law provides an adequate mechanism for discontinuing judicial review proceedings.
He described BoZ’s challenge as procedurally flawed, dismissed it, made no order as to costs, but granted leave to appeal.
The second ruling, delivered on May 6, 2025, concerned the fresh judicial review.
BoZ argued that the proceedings constituted an abuse of court process because the earlier case had not been properly discontinued.
Justice Zulu rejected this claim, holding that any question over the validity of the discontinuance belonged to the original cause and could not be used to stifle new proceedings.
The court allowed the judicial review to proceed, awarded costs against BoZ, and again granted leave to appeal.
Together, the rulings ensure that BONI’s challenge to the liquidation remains alive, safeguarding the investor’s right to judicial review while underscoring the High Court’s commitment to procedural fairness.
The case has drawn global scrutiny, particularly from Robert Amsterdam, founder of Amsterdam & Partners, who represents investor interests connected to the Investrust saga.
In a televised interview, Amsterdam described the liquidation as “a tragic story and an own goal for Zambia,” warning of repercussions across Africa’s investment landscape.
“I have known Michael for many years and have been involved for a long time with both Nigeria and Zambia. I have been deeply disheartened by the problems he has faced,” he said.
Amsterdam emphasised, “BONI had identified Zambia as a strategic gateway nation, citing its geographic position and access to a regional market of hundreds of millions.
“The investment relied on the Lusaka exchange and the country’s investment promotion framework.
“He was held up for over three years only to be left at the altar, with the Bank of Zambia putting the bank into liquidation. It is a tragic story and an own goal for Zambia.”
He warned that the case raised fundamental questions about regulatory predictability, investor protection, and Zambia’s credibility as a regional financial hub.
“The one thing no investor can stomach is when predictability leads to uncertainty. And that’s exactly what happened in this case,” he said.
On a fair resolution, Amsterdam was unequivocal, “A return on investment payment for damages in the neighbourhood of $40 million would cover both the investment and the opportunity cost to the investor in this situation.”
While expressing hope for structured mediation or governmental intervention, he cautioned that the dispute was unlikely to fade quietly.
“This is not a case that will go away. It will matter to all of the banks and investors in the future Zambian market,” he said.
In his assessment, the matter has moved beyond a commercial disagreement. It now stands as a broader test of transparency, fairness, and regulatory predictability, principles central to Zambia’s ambition to remain an attractive destination for regional and international capital.
Wale Igbintade
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