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Archlight Nigeria Refutes Claims of Share Transfer to 86 Gardens in Ibadan DisCo Dispute

In a significant development concerning the ownership of the Ibadan Electricity Distribution Company (IBEDC), Archlight Nigeria Limited has categorically refuted allegations that it transferred 50 percent of its equity stake in the utility to 86 Gardens Limited.

The denial comes amid an ongoing legal tussle that has drawn attention to the competitive bidding process and corporate maneuvers surrounding one of Nigeria’s key electricity distribution entities. A Federal High Court in Lagos has scheduled May 16, 2025, as the date to hear arguments in the case, marking a pivotal moment in this unfolding dispute.

The controversy traces back to 2024, when Archlight Nigeria emerged as the successful bidder for a 60 percent stake in IBEDC, a transaction facilitated by the Asset Management Corporation of Nigeria (AMCON).

AMCON had assumed control of IBEDC due to unresolved financial obligations tied to prior loans. Archlight’s acquisition followed what the company describes as a transparent and rigorous bidding process, positioning it as the preferred bidder over other contenders, including a subsidiary of 86 Gardens, Africa Plus Partners Nigeria Limited.

According to reports, Africa Plus Partners was relegated to the status of a reserve bidder after failing to satisfy the requirements set by AMCON. Archlight’s legal consultant, Jesuyemisi Odeyemi, revealed that following the announcement of Archlight’s success, representatives of 86 Gardens extended congratulations and initiated discussions to explore a potential co-investment arrangement with Archlight.

However, these negotiations were not directly tied to IBEDC’s equity but rather to a stake in Archlight itself. An agreement-in-principle was drafted, but it remained conditional, held in escrow pending the fulfillment of specific financial obligations by 86 Gardens.

Despite multiple extensions granted to meet these terms, 86 Gardens reportedly failed to deliver the required payments. As a result, the proposed co-investment deal collapsed. Archlight’s shareholders, who had engaged in the talks, subsequently sold their shares to other parties in August 2024, effectively exiting the arrangement. Archlight maintains that 86 Gardens’ subsequent insistence on being recognized as a shareholder lacked any legal grounding, given its non-compliance with the agreed conditions.

Efforts to resolve the matter amicably followed, with the custodian of the escrow agreement organizing a meeting to mediate between the parties. Archlight expressed openness to revisiting a co-investment deal, provided it aligned with the interests of all shareholders. An understanding was reportedly reached, with 86 Gardens agreeing to respond formally within a week.

However, instead of honoring this commitment, 86 Gardens escalated the matter by filing a lawsuit at the Federal High Court in Abuja. The suit challenged the legitimacy of Archlight’s designation as the preferred bidder over Africa Plus Partners. Archlight contested the action, and the court dismissed the case on October 21, 2024, effectively nullifying any basis for further collaboration between the two entities.

Archlight has emphasized that the documents cited by 86 Gardens in its claims were explicitly conditional, requiring full payment and a supplemental agreement to effect any share transfer. The company asserts that 86 Gardens’ failure to meet these stipulations renders its claims baseless, with no legal or beneficial interest in either Archlight or its IBEDC holdings. The escrow custodian, Archlight notes, acted within legal and professional bounds by withholding document transfers in the absence of fulfilled terms.

Adding to the complexity, 86 Gardens recently secured an ex parte interim injunction from a court, seeking to block Archlight or its agents from transferring the disputed 50 percent equity in IBEDC to any other party. Archlight has condemned this move as a misuse of judicial processes, arguing that it represents an attempt to disrupt a lawfully executed transaction. The company insists that its ownership of the IBEDC stake remains unchallenged, secured through a competitive and duly recognized process overseen by AMCON.

As the legal proceedings loom, Archlight has yet to receive formal notification of the latest suit filed by 86 Gardens, identified as FHC/L/CS/418/2025. The case names additional defendants, including Abiodun J. Owonikoko, a Senior Advocate of Nigeria practicing under Synergy Attorneys, and the Corporate Affairs Commission. Through its counsel, Seni Adio, also a Senior Advocate, 86 Gardens has urged the court to examine whether Archlight breached a purported Share Sales Agreement from July 2024 by failing to transfer the contested equity.

Archlight has vowed to robustly defend its position, underscoring its commitment to protecting its reputation and rights through every legal avenue available. The company’s leadership has reiterated that its acquisition of the IBEDC stake was conducted with full transparency, and it views the current litigation as an unwarranted challenge to its legitimate business operations. With the court date set for mid-2025, stakeholders in Nigeria’s energy sector are closely monitoring the case, which could have broader implications for corporate governance and investment disputes in the country’s electricity distribution landscape.

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