The controversy surrounding the sale of Ibadan Electricity Distribution Company Limited (IBEDC) is yet to be resolved, as the Federal High Court in Lagos has scheduled May 16 for the hearing of a lawsuit filed by 86 Gardens Limited against Archlight Nigeria Limited and two others over the alleged transfer of its shares to another firm.
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Prior to the hearing date, Justice Musa Kakaki granted an interim injunction restraining Archlight Nigeria Limited or its agents from transferring to another party or third party the 50 percent equity shareholding in the company, which had already been signed over to 86 Gardens Limited.
Justice Kakaki issued the order after hearing Mr. Seni Adio (SAN) move an ex parte motion with accompanying processes on behalf of 86 Gardens Limited in the suit marked FHC/L/CS/418/2025.
The judge ruled that the interim order would remain in place pending the hearing and determination of the accompanying motion for an interlocutory injunction.
Listed as the second and third defendants in the suit are A. J. Owonikoko (SAN), practicing under the name Synergy Attorneys, and the Corporate Affairs Commission (CAC).
In urging the court to grant the motion, Adio informed the judge that the application was made pursuant to Order 26 (A) Rules 1, 2, and 3, and Order 26 Rule 6 of the Federal High Court Civil Procedure Rules 2019, as well as under the court’s inherent jurisdiction.
The motion was supported by an affidavit deposed to by Oladipo Lawore, an investment analyst and one of the promoters of the plaintiff, 86 Gardens Limited (popularly known as 86G), along with a written address and documentary exhibits.
After reviewing the submission and supporting documents, Justice Kakaki granted the order as requested.
Specifically, the court issued an interim injunction prohibiting Archlight Nigeria Limited, its agents, directors, officers, privies, or nominees from transferring to another party or third party the 50 percent equity shareholding in the company, which had already been signed over to 86 Gardens Limited. This was based on the Custody Agreement, Share Sales Agreement, and Share Transfer Forms, along with other related documents (collectively referred to as the “Security Documents”), contingent upon its emergence as the preferred bidder by AMCON in the sale of 60 percent ownership interest in IBEDC.
In an originating summons filed pursuant to Order 3 Rule 6 of the Federal High Court (Civil Procedure) Rules 2019, the plaintiff, 86G, is seeking the court’s determination on the following questions:
- Whether the first defendant breached the Share Sales Agreement (SSA) between itself and the plaintiff, dated July 2024, by failing or refusing to transfer 50 percent of the equity and shareholding in the first defendant to the plaintiff as stipulated in the SSA.
- Whether the second defendant breached the Tripartite Custody Agreement (CA) among the plaintiff, the first defendant, and the second defendant by failing or refusing to release the Share Transfer Forms and other accompanying documents already signed by the plaintiff and the first defendant, or alternatively, failing to file the Security Documents with the CAC in accordance with the parties’ agreement, in the event that the first defendant emerged as the preferred bidder for the 60 percent ownership interest in IBEDC through AMCON’s sale.
- Whether the second defendant exhibited a conflict of interest by failing or refusing to register the Share Transfer Forms and other accompanying documents with the CAC as agreed, should the first defendant emerge as the preferred bidder for the 60 percent ownership interest in IBEDC.
- Whether the second defendant should be mandated to register the Share Transfer Forms and accompanying documents with the CAC if the first defendant becomes the preferred bidder for the IBEDC acquisition.
If these questions are answered in the affirmative, the plaintiff seeks the following reliefs:
- An order of specific performance directing the first defendant to instruct the second defendant to register the Share Transfer Forms and other documents with the CAC, transferring 50 percent of its equity and shareholding to the plaintiff as per the SSA.
- Alternatively, an order of specific performance mandating the second defendant to register the Share Transfer Forms and accompanying documents with the CAC.
- An order directing the CAC to accept the Share Transfer Forms and other documents from the first or second defendant for registration.
- An order awarding general damages of N100 million against the first defendant.
- A declaration that the second defendant exhibited a conflict of interest by failing or refusing to register the Share Transfer Forms and accompanying documents as per the agreed conditions.
- An order of permanent injunction restraining the first defendant from transferring the 50 percent equity shareholding already signed over to the plaintiff to any other party.
- An order of permanent injunction restraining the second defendant from releasing the Share Transfer Forms and related documents to the first defendant or any other party, except the CAC, concerning AMCON’s sale of IBEDC’s 60 percent ownership interest.
- Any further orders as the court may deem necessary.
The matter is set for hearing on May 16, 2025.
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