UBA Seeks To Join Legal Battle Over IBEDC Sale

United Bank for Africa (UBA) Plc has filed a motion at the Federal High Court, Lagos, seeking to be joined as a party in an ongoing suit challenging the purported sale of Ibadan Electricity Distribution Company (IBEDC).

The suit, marked FHC/L/CS/418/2025, was instituted by 86 Gardens Limited against Archlight Nigeria Limited, Abiodun Jamiu Owonikoko, SAN (practising as Synergy Attorneys), and the Corporate Affairs Commission (CAC) as the first to third defendants respectively.

Through its counsel, Seni Adio (SAN), the plaintiff is seeking, among others, a judicial determination of whether:

1. The 1st defendant breached the Share Sale Agreement (SSA) dated July 2024 by failing to transfer 50% of its shares to the plaintiff.
2. The 2nd defendant breached the Tripartite Custody Agreement by failing to release or file the Share Transfer Forms and other Security Documents.
3. The 1st defendant acted in conflict of interest by not registering the share transfer with the CAC as agreed if declared preferred bidder in the IBEDC sale.
4. The 1st defendant should be compelled to complete the share transfer process with the CAC.

Based on these, the plaintiff is seeking:

• An order of specific performance against the 2nd defendant.
• An order directing the CAC to accept and register the share transfer documents.
• General damages of N100 million against the 1st defendant.

At the resumed hearing on Friday, Temilolu Adamolekun appeared for UBA, which seeks to be joined as a defendant pursuant to Order 9 Rule 24 of the Federal High Court (Civil Procedure) Rules 2019.

UBA argues its interest stems from being one of the lenders who financed the original acquisition of IBEDC through a $162.4 million facility granted to Integrated Energy Distribution and Marketing Company Limited (IEDM) under a Facility Agreement dated August 16, 2013. UBA’s stake in IEDM is 21.54% of its 60% ownership in IBEDC.

UBA claims that:

• AMCON took over Polaris Bank (the Facility Agent) and unilaterally appointed a receiver for IEDM.
• AMCON purportedly sold IBEDC’s 60% stake without consent from UBA and other lenders.
• The sale was done at a value allegedly below 20% of the true worth of the asset.
• UBA is currently challenging this sale and wants to prevent a court validation of a process it considers illegal and exclusionary.

Adamolekun stressed that UBA must be joined to avoid a decision that may validate an “illegal” sale and adversely affect UBA’s stake, asserting that joinder takes precedence over all other applications so UBA can respond fully.

Counsel to the 1st defendant, Babatunde Kwame Ogala (SAN), argued that a Notice of Preliminary Objection (NPO) should take priority over UBA’s joinder application. The 2nd defendant’s counsel, Victor Okpara (SAN), aligned with this view.

Adamolekun disagreed, arguing joinder should be heard first, as it determines whether the applicant can be part of the full proceedings. He was about to cite legal authorities when Justice Musa Kakaki intervened and adjourned the case for all issues to be addressed.

UBA’s motion, supported by an affidavit deposed by Afamefuna Ogbonna, outlined:

• UBA is a secured creditor with significant financial exposure to IEDM’s 60% stake in IBEDC.
• AMCON’s actions bypassed other lenders and contradicted agreed terms.
• The plaintiff’s claim is rooted in the contested sale of IBEDC shares, a matter in which UBA holds direct interest.
• Excluding UBA could result in decisions prejudicing its rights and validating a sale conducted without its knowledge or approval.

UBA contends that its involvement is essential for a fair determination of the case, and failure to join it would cause irreparable harm and injustice.

Justice Musa Kakaki adjourned the matter to July 16, 2025, for further hearing.