Court Bars Firm From Transferring IBEDC’s 50% Equity To Anyone

Controversy concerning the sale of Ibadan Electricity Distribution Company limited (IBEDC) is yet to be over, as the Federal High Court, Lagos, has fixed May 16, for hearing of the suit filed by a limited liability company, 86 Gardens Limited against Archlight Nigeria Limited and two others, over alleged transferring of its shares to another firm.

Prior to the hearing date of the suit, Justice Musa Kakaki, had granted an interim injunction restraining Archlight Nigeria Limited or its agents from transferring to another party or a third party the 50 percent equity shareholding in the company, already signed over to 86 Gardens Limited.

Justice Kakaki made the order after hearing Mr. Seni Adio (SAN) move the ex parte motion with accompanying processes on behalf 86 Gardens Limited in the suit marked FHC/L/CS/418/2025.

The judge ruled that the interim order stands pending the hearing determination of the accompanying Motion for Interlocutory Injunction.

Listed as second and third defendants in the suit marked FHC/L/CS/418/2025, are A. J. Owonikoko (SAN) practising under the name and style of Synergy Attorneys, and the Corporate Affairs Commission (C.A.C).

In urging the court to grant the motion, Adio informed the judge that the application was pursuant to Order 26 (A) Rules 1, 2 and 3, and Order 26 Rules 6 of the Federal High Court Civil Procedure Rules 2019, and under the court’s inherent jurisdiction.

He supported the motion with an affidavit deposed to by Oladipo Lawore, an Investment Analyst and one of the promoters of Plaintiff in the suit and 86 Gardens Limited popularly called 86G, written address and some documentary Exhibits.

Justice Kakaki, after listening to Adio’s submission, and perusing the accompanying documents, granted the order as prayed.

Specifically, Justice Kakaki made an order of interim injunction prohibiting Archlight Nigeria Limited, its agents, directors, officers, privies or nominees from transferring to another party or a third party the 50 percent equity shareholding in the company, already signed over to, 86 Gardens Limited, as represented in the Custody Agreement, Share Sales Agreement, and the Share Transfer Forms together with the other accompanying documents (collectively, the “Security Documents”) and contingent only upon its emerging as a preferred bidder by AMCON with respect to AMCON’s sale of 60 percent of the ownership interest in the Ibadan Electricity Distribution Company Ple (“IBEDC”) pending the hearing determination of the accompanying Motion for Interlocutory Injunction.

In an originating summons brought pursuant to Order 3 Rule 6 of the Federal High Court (Civil Procedure) Rules, 2019, under the inherent and power of the court, the Plaintiff, ’86G’ is asking the court to determining the following questions:

“Whether the 1st Defendant breached the Share Sales Agreement (“SSA”) between the 1st Defendant and the Plaintiff dated July 2024 by failing and otherwise refusing to transfer fifty percent [50%] of the equity and shareholding in the 1st Defendant to the Plaintiff as provided in the SSA.

“Whether the 2nd Defendant breached the Tripartite Custody Agreement (“Custody Agreement” or the “CA”) amongst the Plaintiff, 1st Defendant and 2nd Defendant by failing and otherwise refusing to release the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and 1st Defendant (collectively, the “Security Documents”) to the Plaintiff or, alternatively, filing the Security Documents with the CAC (that is, the 3rd Defendant) in accordance with the parties’ agreement in the event that the 1st Defendant emerged as the preferred bidder with respect to the 1st Defendant’s bid to acquire sixty percent {60%} of the ownership interest in the Ibadan Electricity Distribution Company Plc (“IBEDC”) pursuant to the sale by the Asset Management Corporation of Nigeria (“AMCON”).

“Whether the 2nd Defendant exhibited a conflict of interest by failing and otherwise refusing to register with the CAC (that is, the 3rd Defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and 1st Defendant to be registered with the CAC in the event the 1st Defendant emerged as a preferred bidder with respect to the 1st Defendant’s bid to acquire sixty percent [60%) of the ownership interest in the Ibadan Electricity Distribution Company Pic (“IBEDC”) pursuant to a sale by the Asset Management Corporation of Nigeria (“AMCON”),

“Whether the 2nd Defendant ought to be mandated to register with the CAC (that is, the 3 Defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and 1st Defendant to be registered with the CAC in the event the 1st Defendant emerged as a preferred bidder with respect to the 1st Defendant’s bid to acquire sixty percent [60%] of the ownership interest in the Ibadan Electricity Distribution Company Plc (“IBEDC”) pursuant to a sale by the Asset Management Corporation of Nigeria (“AMCON”).”

The plaintiff stated that if the answers to questions for determination are in the affirmative, the Plaintiff urged the court for the under-listed orders and reliefs:

“An order of specific performance mandating the 1st Defendant to direct the 2nd Defendant to register with the CAC (that is, the 3rd Defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and 1st Defendant transferring fifty percent [50%] of the equity and shareholding in the 1st Defendant to the Plaintiff as provided in the SSA.”

“In the alternative to the prayer above, the plaintiff asked the court for an order of specific performance directing and mandating the 2nd Defendant to register with the CAC (that is, the 3rd Defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and 1st Defendant transferring fifty percent [50%] of the equity and shareholding in the 1st Defendant to the Plaintiff as provided in the SSA.

“An order directing the 3rd Defendant to accept from the 1st Defendant and/or 2nd Defendant the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and 1st Defendant transferring fifty percent (50%) of the equity and shareholding in the 1*’ Defendant to the Plaintiff as provided in the SSA. (1999) 9 NWLR (Pt. 617) 116

“An order of general damages against the 1st Defendant in the sum of N100 million

“An order of declaration that the 2nd Defendant exhibited a conflict of interest by failing and otherwise refusing to register with the CAC (that is, the 3 Defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and 1st Defendant to be registered with the CAC in the event the 1st Defendant emerged as a preferred bidder with respect to the 1st Defendant’s bid to acquire sixty percent [60%] of the ownership interest in the Ibadan Electricity Distribution Company Pie (“IBEDC” or the “ASSET”) pursuant to a sale by the Asset Management Corporation of Nigeria (“AMCON”),

“An order of permanent injunction against the 1st Defendant from transferring to another party or a third party the fifty percent [50%] equity shareholding in the 1st Defendant already signed over to the Plaintiff as represented in the SSA and Share Transfer Forms together with the other accompanying documents and contingent only upon the 1st Defendant emerging as a preferred bidder by AMCON with respect to AMCON’s sale of sixty percent [60%] of the ownership interest in the Ibadan Electricity Distribution Company Plc (“IBEDC”).

“An order of permanent injunction against the 2nd Defendant from releasing to the 1st Defendant or anyone else other than the 3” Defendant, the Share Transfer Forms together with the other accompanying documents signed by the Plaintiff and 1st Defendant concerning the sale by AMCON of the sixty percent [60%] ownership interest in the Ibadan Electricity Distribution Company Pic (“IBEDC”).

“And such further or other orders as this Honourable Court may deem appropriate in the circumstances of this suit.”