By Innocent Anaba

A first generation bank, United Bank For Africa, UBA, Plc, has filed an application before a Federal High Court, Lagos, seeking to be joined in the suit challenging the purported sale of Ibadan Electricity Distribution Company, IBEDC.

Recalled that a firm, 86 Gardens Limited, had instituted the suit, FHC/L/CS/418/2025, against the alleged buyers of the electricity distribution company.

Defendants in the suit are Archlight Nigeria Limited, Synergy Attornies and Corporate Affairs Commission, CAC.

The plaintiff through its lawyer, Seni Adio, SAN, is seeking the determination of the following questions among others:

 “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 50 percent 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 1st defendant) in accordance with the  Partner’s agreement in the event that the 1st defendant emerged as the preferred bidder with respect to the 1st Defendant’s bid to acquire 60 percent 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 1st 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 60 percent of the ownership interest in the IBEDC, pursuant to a sale by AMCON.

Upon the answers to the questions above, the plaintiff asked the court for the following orders:

“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 50 percent 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 50 percent of the equity and shareholding in the 1st 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 N100million.”

At the resumed hearing of the matter, weekend, Mr. Seni Adio, SAN, appeared for the plaintiff, while Temilolu Adamolekun, appeared for the party seeking to be joined, UBA Plc.

UBA in its motion is praying for an order to be joined as a defendant in this sult. And for such further order or order(s) as this Honourable court may deem fit to make in the circumstances.

The bank in an affidavit in support of the motion, stated  “This suit was brought by the plaintiff/respondent against the defendants/respondents claiming entitlement to the 50 percent equity shareholding in the 1st defendant/respondent, already signed over to it, pursuant to 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 the 1st defendant/respondent emerging as a preferred bidder by AMCON with respect to AMCON’s sale of 60 percent of the ownership interest in IBEDC.

“The party seeking to be joined is one of the lenders of the loan facility of $162, 400,000 to Integrated Energy Distribution Marketing Company Limited’s (IEDM’s), for the acquisition of the 60 percent shareholding interest in IBEDC by virtue of a Facility Agreement dated August 16, 2013.

“The interest of the party seeking to be joined is equivalent to a 21.54 stake in IEDM’s 60 percent interest in IBEDC. Details of each Bank’s financing and their respective percentage

“Prior to this time, AMCON took over the management of Polaris Bank, which was appointed the Facility Agent merely to administer the facility arrangement without more.

“Based on this, the lenders and particularly, the applicant, noticed that without any formal communication, AMCON by conduct, stepped into the shoes of the Facility Agent and started carrying on the administrative management of the facility.

“All of a sudden, AMCON unilaterally appointed a Receiver over Integrated Energy Distribution and Marketing Limited, IEDM, and appointed a nominee to that effect. And that upon noticing AMCON’s deviation from the provisions of the Facility Agreement, the Applicant caused its solicitors to write to the Receivers nominee, to express its dissatisfaction on how it was in the dark about the management of IEDM, a company in which it has a huge stake, especially in the 60% stake in the IBEDC.

“AMCON has now purportedly sold the entire asset unilaterally, without limiting the sale to the interest of the Polaris Bank, even without consulting the other lenders, whose interests are secured and independent and more so, for a purported sum that is less than 20 percent of the real value of the asset.

“The party seeking to be joined is completely against the purported sale as same was without its consent and not with the consent of any other lender and very well below the value of the asset.

“The party seeking to be joined is currently challenging the purported sale; a process which already began with the required statutory Pre-Action Notice. And that the 60 percent ownership interest in IBEDC is the bedrock/foundation of the plaintiff’s claim for the 50 percent of the equity and shareholding in the 1st defendant/respondent.

“If the applicant is not joined, the court is likely to make a pronouncement or finding to validate the purported sale that was wrongly and illegally consummated. And that the interest of the party seeking to be joined would be affected by the decision of this court, especially if it is not joined.

“The interest of the party seeking to be joined is so that the court does not find or pronounce the 1st defendant as the preferred bidder and that to pronounce the 1st defendant as the successful bidder of the 60 percent of IBEDC stake in this suit may lead to confusion or tend to validate an illegal sale as AMCON does not possess the powers to sell the assets the way and manner it purportedly did.

The interest of the applicant is independent and cognisable.

“It is as expedient that the applicant is joined in this suit to enable the applicant properly present its case before this court, and enable the court listen to all sides of the story and all the facts associated with the purported bid, which is the bedrock of the plaintiff’s claim.

“The applicant has sufficient interest in the issues to be canvassed in the suit to warrant it been joined as an interested party. The proposed counter affidavit to the originating summons evidencing the interest of the applicant is hereby attached and marked as Exhibit D.

“The interest of the party seeking to be joined in this suit is limited to the court’s determination of the issue of the success or otherwise of the 1st defendant’s bid; the validity or otherwise of the sale of the 60 percent ownership interest in Ibadan Disco, which interest touches on the rights of the applicant.

“It will be practically impossible for this court to determine the subject matter of the suit, being the plaintiff’s entitlement to the 50 percent equity in the 1st defendant, without touching on or first deciding on the success or otherwise of the 1st defendant’s bid for the 60 percent stake in the IBEDC and the competing interests thereto.

“The applicant will suffer hardship and Injustice if it is not joined in the litigation and it is in the interest of justice to grant the instant application.”

Meanwhile, Justice Musa Kakaki has adjourned further hearing of the suit to July 16, 2025.