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9 ARTICLE AD
The dispute over the sale of Ibadan Electricity Distribution Company Limited has remained unresolved, as the Federal High Court in Lagos has scheduled May 16, 2025, 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 company.
Ahead of the hearing of the suit, Justice Musa Kakaki granted an interim injunction preventing Archlight Nigeria Limited or its agents from transferring the 50 per cent equity shareholding in the company, which had already been assigned to 86 Gardens Limited, to any other party.
The judge issued the order after hearing an ex parte motion moved by Seni Adio (SAN), on behalf of 86 Gardens Limited in the suit marked FHC/L/CS/418/2025.
Justice Kakaki ruled that the interim order stands pending hearing and determination of the motion for the interlocutory injunction.
The second and third defendants in the case are Abiodun J. Owonikoko (SAN), who practices under the name Synergy Attorneys, and the Corporate Affairs Commission.
While urging the court to grant the motion, Adio cited provisions of the Federal High Court Civil Procedure Rules 2019 and the court’s inherent jurisdiction.
The application was supported by an affidavit sworn by Oladipo Lawore, an investment analyst and one of the promoters of 86 Gardens Limited, along with a written address and documentary exhibits.
After reviewing the submissions and supporting documents, Justice Kakaki granted the request.
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 its originating summons, filed under the Federal High Court (Civil Procedure) Rules 2019, 86 Gardens Limited is asking the court to determine the following issues:
Whether the first defendant breached the Share Sales Agreement of July 2024 by failing to transfer 50 per cent of its equity and shareholding to the plaintiff.
Whether the second defendant breached the Tripartite Custody Agreement by refusing to release the Share Transfer Forms and related documents to the plaintiff or, alternatively, failing to register them with the CAC if the first defendant was declared the preferred bidder in AMCON’s sale of 60 per cent of IBEDC.
Whether the second defendant acted with a conflict of interest by failing to register the Share Transfer Forms with the CAC.
Whether the second defendant should be compelled to register the Share Transfer Forms with the CAC in line with the agreement.
The plaintiff stated that if the answers to the 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 first defendant to direct the second 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 first defendant transferring fifty percent (50%) of the equity and shareholding in the first defendant to the Plaintiff as provided in the SSA.”
“Whether the second defendant breached the Tripartite Custody Agreement (“Custody Agreement” or the “CA”) amongst the Plaintiff, first defendant and second Defendant by failing and otherwise refusing to release the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and first defendant (collectively, the “Security Documents”) to the Plaintiff or, alternatively, filing the Security Documents with the CAC (that is, the third defendant) in accordance with the parties’ agreement in the event that the first 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 second defendant exhibited a conflict of interest by failing and otherwise refusing to register with the CAC (that is, the third defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and first defendant to be registered with the CAC in the event the first defendant emerged as a preferred bidder with respect to the first 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 second defendant ought to be mandated to register with the CAC (that is, the third defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and first defendant to be registered with the CAC in the event the first defendant emerged as a preferred bidder with respect to the first defendant’s bid to acquire sixty percent (60%) of the ownership interest in the Ibadan Electricity Distribution Company Plc pursuant to a sale by the Asset Management Corporation of Nigeria” .
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 first defendant to direct the second Defendant to register with the CAC (that is, the third defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and first defendant transferring fifty percent (50%)of the equity and shareholding in the first 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 second defendant to register with the CAC (that is, the third defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and first defendant transferring fifty percent (50%)of the equity and shareholding in the first defendant to the Plaintiff as provided in the SSA.
“An order directing the third defendant to accept from the first defendant and/or second defendant the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and first defendant transferring fifty percent (50%) of the equity and shareholding in the first defendant to the Plaintiff as provided in the SSA.
“An order of general damages against the 1st Defendant in the sum of N100m.
“An order of declaration that the second Defendant exhibited a conflict of interest by failing and otherwise refusing to register with the CAC (that is, the third defendant) the Share Transfer Forms and other accompanying documents already signed by the Plaintiff and first defendant to be registered with the CAC in the event the first defendant emerged as a preferred bidder with respect to the first 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 first defendant from transferring to another party or a third party the fifty percent (50%) equity shareholding in the first 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 first 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 second defendant from releasing to the first defendant or anyone else other than the third” defendant, the Share Transfer Forms together with the other accompanying documents signed by the Plaintiff and first defendant concerning the sale by AMCON of the sixty percent (60%) ownership interest in the Ibadan Electricity Distribution Company PIC (“IBEDC”).
