By DELE ALABI
United Bank For Africa (UBA) Plc has filed a motion before a Federal High Court, Lagos, seeking to be joined in the suit while challenging the purported sale of Ibadan Electricity Distribution Company (IBEDC).
It would be recalled that a firm, 86 Gardens Limited, had instituted the suit marked FHC/L/CS/418/2025, against the alleged buyers of the electricity distribution company.
Listed as first to third defendants in the suit are: Archlight Nigeria Limited, Abiodun Jamiu Owonikoko, a Senior Advocate of Nigeria(SAN) practising under the name and style 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 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 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 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 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 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 1st Defendant ought to be mandated 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 Pie ("IBEDC") pursuant to a sale by the Asset Management Corporation of Nigeria (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 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 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 n the sum of One Hundred Million Naira (N100, 000,000.00)."
At the resumed hearing of the matter on Friday, Mr. Seni Adio (SAN) appeared for the plaintiff, Babatunde Kwame Ogala (SAN) appeared for the 1st Defendant, Mr. Victor Okpara (SAN) appeared for the 2nd Defendant, while Barrister Temilolu Adamolekun, appeared for the Party seeking to be joined, United Bank For Africa (UBA) Plc
The Plaintiff's lawyer told the court that the 3rd defendant had been served but they have not been appearing. Adding that they had been served with certain pleadings on May 9, 2025 by the 1st Defendant in reaction to the Origination Summons, also, they were served with a Notice of preliminary objection and motion on notice to discharge the interim order.
Seni Adio SAN then stated that on the part of the party seeking to be joined, they were at loss as to the interest they seek to protect, as the issue of "preferred bidder" was long gone. Finally, counsel stated that they intend to respond to same.
In his submission, Ogala (SAN), counsel to the 1st Defendant told the Court that they had a house keeping application and had equally filed all processes in the suit. Learned SAN told the court that they were equally served with a motion for joinder by an intervener; one of the lenders to the original Mortgagor, which debt had been sold to AMCON.
the 2nd defendant lawyer, Victor Okpara (SAN) told the court that they had filed a Conditional Appearance on the 15th May, 2025 and a Motion to regularize their process dated 15th May, 2025. They had equally filed a Counter Affidavit to the Originating summons and Counter Affidavit to the Interlocutory injunction. They confirmed receipt of the process filed by the intervener and intend to respond.
However, Temilolu Adamolekun, counsel to the party seeking to be joined, told the court that he had filed an application dated May 15, 2025, to join this suit to protect the interest of UBA
Responding to what the 1st defendant's counsel said that 'the party seeking to be joined had sold it's interest to AMCON', Adamolekun responded that it was one of the misconception they intend to correct, he said the party seeking to be joined had at no point sold it's interest to AMCON.
On the issue of priority of Applications, Adamolekun told the Court that he noticed that the parties mentioned several Applications and had sought for a date to hear them, he said while the nature of the Applications was unknown to them, an Application for joinder takes priority over any other Application so that if need be, the party seeking to be joined can properly respond to all pending applications before the court after it has been joined.
Ogala SAN, stated that a Notice of Preliminary objection takes priority over any other Application and therefore would be heard first.
Adamolekun responded that it was not in all situations that a Notice of preliminary objection would take priority and just as he sought the permission of the court to cite an authority, the court his Lordship stated that he was minded to adjourned the case and that the issues would be addressed on the next adjourned date.
The learned counsel to the 2nd defendant aligned with the position of the 1st defendant.
UBA in its motion seeking to the suit is pursuant to Order 9 Rule 24 of Federal High Court (Civil Procedure) Rules 2019, and under the court's inherent jurisdiction
Specifically, UBA 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.
Some of the aveerments an affidavit in support of the motion deposed to by one Afamefuna Ogbonna, a staff of UBA reads: "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 sixty (60) percent of the ownership interest in the Ibadan Electricity Distribution Company Plc. ("IBEDC").
"The party seeking to be joined is one of the lenders of the loan facility of $162, 400,000.00 USD (one Hundred and Sixty-Two Million, Four Hundred Thousand United States Dollars) to Integrated Energy Distribution Marketing Company Limited's (IEDM's), for the acquisition of the 60% shareholding interest in IBEDC by virtue of a Facility Agreement dated 16th of August, 2013.
"The interest of the party seeking to be joined is equivalent to a 21.54 stake in IEDM’s 60% interest in the Ibadan Electricity Distribution Company (IBEDC). Details of each Bank's financing and their respective percentage
"Prior to this time, the Assets Management Corporation of Nigeria (AMCON) took over the management of Polaris Bank, who 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% 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 sixty percent (60%) ownership interest in the Ibadan Electricity Distribution Company Plc, ("IBEDC") is the bedrock/foundation of the Plaintiff's claim for the fifty percent (50%) 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 Honourable 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% 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 Honourable 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% ownership interest in Ibadan Disco, which interest touches on the rights of the Applicant.
"It would be practically impossible for this Honourable Court to determine the subject matter of the suit, being the Plaintiff's entitlement to the 50% 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% 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.
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