Court Halts Transfer of Archlight Nigeria’s Shares to Third Parties

Wale Igbintade

Justice Musa Kakaki has issued an interim injunction restraining Archlight Nigeria Limited or its agents from transferring 50% of its equity shares, which have already been signed, to 86 Gardens Limited.

The order followed an ex parte motion moved by Seni Adio, SAN, on behalf of 86 Gardens Limited in suit number FHC/L/CS/418/2025.

Justice Kakaki ruled that the injunction remains in effect pending the determination of the motion for interlocutory injunction.

The suit listed the Corporate Affairs Commission (CAC) as third defendant.

Adio argued that the application was pursuant to Order 26(A) Rules 1, 2, and 3, and Order 26 Rule 6 of the Federal High Court Civil Procedure Rules 2019, as well as the court’s inherent jurisdiction.

The motion was supported by an affidavit from Oladipo Lawore, an investment analyst and a promoter of 86 Gardens Limited, along with a written address and documentary exhibits.

After reviewing the submissions and documents, Justice Kakaki granted the injunction, prohibiting Archlight Nigeria Limited and its representatives from transferring the 50% equity stake outlined in the Custody Agreement, Share Sales Agreement, and Share Transfer Forms. 

The transfer remains contingent upon Archlight Nigeria Limited emerging as the preferred bidder in AMCON’s sale of a 60% stake in Ibadan Electricity Distribution Company (IBEDC).

In an originating summons brought under Order 3 Rule 6 of the Federal High Court (Civil Procedure) Rules 2019, 86 Gardens Limited seeks the court’s determination on “Whether Archlight Nigeria Limited breached the Share Sales Agreement (SSA) by failing to transfer the agreed 50% equity stake.

“Whether Synergy Attorneys failed in its obligation under the Tripartite Custody Agreement by not releasing the Share Transfer Forms to 86 Gardens Limited or filing them with the CAC.

“Whether Synergy Attorneys acted in a conflict of interest by refusing to register the documents with the CAC if Archlight Nigeria Limited was selected as the preferred bidder.

“Whether Synergy Attorneys should be mandated to register the documents with the CAC.

Besides, 86 Gardens Limited seeks the following reliefs:

“A court order compelling Archlight Nigeria Limited or Synergy Attorneys to register the Share Transfer Forms with the CAC.

“An alternative order mandating Synergy Attorneys to complete the registration.

“A directive to the CAC to accept and register the share transfer.

N100 million in general damages against Archlight Nigeria Limited.

“A declaration that Synergy Attorneys acted in conflict of interest.

“A permanent injunction preventing Archlight Nigeria Limited from transferring the 50% equity stake to any other party.

“A permanent injunction barring Synergy Attorneys from releasing the transfer documents to any party other than the CAC.”

Justice Kakaki has scheduled the hearing till May 16, 2025.