A group of foreign financial institutions, including Glencore Energy UK Limited, Africa Finance Corporation, Mauritius Commercial Bank, and Fidelity Bank, have sued FBN Trustees Limited in a major escalation of the ongoing legal disputes influencing Nigeria’s oil and gas industry.
Due to what the foreign lenders claim is an illegal attempt to take control of Neconde Energy Limited’s interests in the valuable Oil Mining Lease 42 (OML 42), the case targets both FBN Trustees and the designated receiver, Abubakar Sulu-Gambari SAN.
Abubakar Sulu-Gambari SAN’s nomination as Receiver/Manager, according to the international lenders, is an illegal attempt to enforce a subordinate security in violation of their rights.
Context: The Conflicting Interests in OML 42 and Neconde
45% of OML 42, a strategically significant oil asset, is owned by Neconde Energy Limited, a major participant in Nigeria’s oil and gas industry.
Neconde received credit facilities from the overseas lenders, which included international financial institutions, an international oil trading company, and Fidelity Bank. Under the provisions of the agreement, FBN Trustees were designated as their security trustees.
The complicated network of connections between Neconde, the international lenders, and a group of Nigerian banks known as the “Nestoil Lenders” is the source of the dispute.
First Bank Limited and FBN Trustees, a company connected to First Bank Nigeria Limited, served as trustees for the Nestoil Lenders.
Allegations: Unlawful Security Creation and Breach of Trust
The complaint centers on allegations that FBN Trustees violated their fiduciary duties and trust obligations by arranging for the Nestoil Lenders to gain a secondary security interest over Neconde’s assets in OML 42.
Despite the foreign lenders’ clear lack of consent—a requirement outlined in the initial terms of their financing agreement including FBN Trustees—the foreign lenders argue that this security was established through a Deed of Charge executed by FBN Trustees.
Notably, the lawsuit claims that Neconde does not owe the Nestoil Lenders, which further makes it illegal to create this extra security without the necessary authorization.
The Position of Foreign Lenders: Requests and Legal Arguments
The plaintiffs contend that FBN Trustees created the challenged security interest despite being fully aware that previous approval was required and having received an unequivocal rejection.
They contend that this activity amounts to a grave breach of fiduciary duty and trust, making FBN Trustees liable for acting in the best interests of parties that have no rightful claim to Neconde’s assets.
In order to invalidate the disputed security, remove FBN Trustees from its position as security trustee, and remove Abubakar Sulu-Gambari SAN as a putative receiver, the foreign lenders are requesting damages and court orders.
They are requesting that the court decide whether the following security and the appointment of the receiver are lawful, as well as to interpret and uphold the priority clauses of the facility agreement, debenture, and intercreditor deed.
The plaintiffs contended in a written letter supporting an originating summons dated December 11, 2025, that the December 2022 Deed of Charge is null and void, unlawful, and legally ineffectual because it was performed without their consent.
Consequences: A Novel Aspect of First Bank Lawsuits and the Investment Environment
The current legal conflicts involving First Bank Nigeria entities, Neconde, and Nestoil are made more complicated by this event.
Legal experts point out that the claims of fraudulent security creation and the involvement of several foreign lenders could have significant ramifications.
The lawsuit casts doubt on investor trust and casts a shadow over Nigeria’s investment climate by raising grave ethical concerns about the country’s banking system’s governance and transparency.
Critics caution that if these disagreements are not resolved, they may discourage future foreign investment and harm Nigeria’s financial institutions’ reputations.
Conclusion: Industry Watch and Next Steps
Stakeholders in the banking and energy sectors are keeping a close eye on the court’s decision as it evaluates the claims of the foreign lenders.
