Archlight Nigeria Limited, a key player in the Nigerian power sector, has vehemently refuted allegations of improperly transferring equity shares in the Ibadan Electricity Distribution Company (IBEDC) to 86 Gardens Limited (86G). The dispute centers around Archlight’s 2024 acquisition of a 60% stake in IBEDC from the Asset Management Corporation of Nigeria (AMCON), a transaction that followed AMCON’s takeover of IBEDC due to unpaid debts. 86G, claiming ownership of a 50% stake in IBEDC via an agreement with Archlight, secured a court injunction to prevent any further transfer of IBEDC shares. However, Archlight asserts that 86G’s claims are baseless and misrepresent the actual sequence of events.
Archlight maintains that it emerged as the preferred bidder for the IBEDC stake through a rigorous and competitive process conducted by AMCON. 86G, through its subsidiary Africa Plus Partners Nigeria Limited, also participated in the bidding process but was designated as a reserve bidder due to its inability to fulfill all the bid requirements. Following Archlight’s successful bid, 86G initiated discussions for a co-investment in Archlight itself, not directly in IBEDC. While a preliminary agreement was reached between some Archlight shareholders and 86G, the deal was contingent upon 86G fulfilling specific financial obligations, including payment of agreed-upon share transfer fees. These funds were to be held in escrow pending fulfillment of the conditions.
Despite repeated extensions of the payment deadline, 86G failed to meet its financial commitments. As a consequence, the proposed co-investment agreement lapsed. Subsequently, the Archlight shareholders who had negotiated with 86G legally transferred their shares to other interested parties and exited the company. Despite not having fulfilled its financial obligations, 86G insisted on being recognized as an Archlight shareholder. This prompted the escrow agent to convene a meeting between all parties to attempt a resolution. During this meeting, Archlight, while acknowledging that 86G had no legal claim due to its non-payment, expressed a willingness to reconsider a co-investment arrangement acceptable to all shareholders. 86G initially agreed to the terms discussed but failed to formally confirm its acceptance within the stipulated timeframe.
Instead of confirming the agreed-upon terms, 86G initiated legal action against Archlight, challenging its selection as the preferred bidder for the IBEDC stake. This lawsuit, filed in the Federal High Court Abuja, was ultimately dismissed, effectively ending any potential business relationship between the two entities. Archlight insists that the documents 86G references in its current claim were specifically held in escrow and explicitly stated that the share transfer was conditional upon full payment and a supplementary agreement. 86G’s failure to meet these conditions negates any legitimate claim to ownership or beneficial interest in Archlight or its IBEDC equity.
Archlight underscores that the escrow agent acted in accordance with legal and professional protocols by refusing to release the share transfer documents without the fulfillment of the agreed-upon terms. The company characterizes the recent ex parte injunction secured by 86G as an abuse of the judicial process and a deliberate attempt to obstruct a legally executed business transaction. Archlight asserts its full and unencumbered ownership of its IBEDC equity, acquired through a transparent and legitimate bidding process. The company remains resolute in its commitment to defend its reputation and legal rights against these unfounded claims.
Archlight has confirmed that it has not yet been formally served with court documents related to 86G’s latest legal action. The company is prepared to vigorously defend its position through all available legal channels. The pending case, filed in the Federal High Court Lagos, has a scheduled hearing date set for May 16, 2025. The case involves Synergy Attorneys, represented by Abiodun J. Owonikoko (SAN), and the Corporate Affairs Commission as the second and third defendants, respectively. 86G, represented by Seni Adio (SAN), is seeking a court determination on whether Archlight breached the July 2024 Share Sales Agreement by not transferring the contested 50% equity stake. The legal proceedings will shed further light on the merits of 86G’s claims and ultimately determine the rightful ownership of the disputed IBEDC shares. The outcome of this case will have significant implications for the Nigerian power sector and the integrity of business transactions within the country.
The complexity of this case highlights the importance of clear and legally sound agreements in business transactions, particularly those involving substantial financial stakes and strategic assets. The use of escrow accounts and clearly defined conditions precedent can help mitigate disputes and protect the interests of all parties involved. The unfolding legal battle between Archlight and 86G underscores the need for robust due diligence and adherence to contractual obligations in high-stakes business dealings. The outcome will likely set a precedent for future cases involving similar disputes over ownership and control of valuable assets within the Nigerian power sector.
