Glencore, AFC, Mauritius Bank, Fidelity Sue First Bank Trustees and Receiver, Abubakar Sulu Gambari

• Allege unlawful attempt to hijack Neconde-Nestoil linked OML 42 asset

In a significant escalation in the ongoing legal battles shaping Nigeria’s oil and gas sector, a consortium of international financial institutions—Glencore Energy UK Limited, Africa Finance Corporation, Mauritius Commercial Bank, and Fidelity Bank—has filed a lawsuit against FBN Trustees Limited.

The action targets both FBN Trustees and the appointed receiver, Abubakar Sulu-Gambari SAN, over what the foreign lenders allege is an unlawful attempt to seize control of Neconde Energy Limited’s interests in the prized Oil Mining Lease 42 (OML 42).

The foreign lenders contend that the appointment of Abubakar Sulu-Gambari SAN as Receiver/Manager constitutes an unlawful attempt to enforce a subordinate security in breach of their rights.

Background: The Disputed Interests in Neconde and OML 42

Neconde Energy Limited, a prominent player in Nigeria’s oil and gas sector, holds 45% interests in OML 42, an oil asset of strategic importance.

The foreign lenders, comprising an international oil trading entity and international financial institutions, as well as Fidelity Bank, extended credit facilities to Neconde, with FBN Trustees appointed as their security trustee under the agreed terms.

The dispute arises from the complex web of relationships among Neconde, the foreign lenders and a consortium of Nigerian banks grouped as the “Nestoil Lenders”.

This Nestoil lenders include First Bank Limited and FBN Trustees – an entity affiliated with First Bank Nigeria Limited was also acting as  trustee for the Nestoil Lenders.

Allegations: Breach of Trust and Unlawful Creation of Security

At the heart of the lawsuit are accusations that FBN Trustees breached its fiduciary duties and trust obligations by orchestrating the creation of a secondary security interest over Neconde’s assets in OML 42, to benefit the Nestoil Lenders.

The foreign lenders contend that this security was established through a Deed of Charge executed by FBN Trustees, despite the explicit lack of consent from the foreign lenders—a requirement set out in the original terms of their lending relationship involving FBN Trustees.

Notably, the lawsuit asserts that Neconde Does Not Owe the Nestoil Lenders, further rendering the creation of this additional security without the requisite consent completely unlawful.

Foregn Lenders’ Position: Demands and Legal Arguments

The plaintiffs argue that FBN Trustees, fully aware of the need for prior approval and having received a clear refusal, nonetheless proceeded to create the contested security interest.

This action, they claim, constitutes a serious breach of trust and fiduciary responsibility, exposing FBN Trustees to liability for acting in the interests of parties with no legitimate claim over Neconde’s assets.

The foreign lenders are seeking damages and judicial orders to invalidate the contested security, remove FBN Trustees from its role as security trustee, and remove Abubakar Sulu-Gambari SAN as a purported receiver.

They are asking the court to interpret and enforce the priority provisions of the facility agreement, debenture, and intercreditor deed, and to determine the legality of both the subsequent security and the receiver’s appointment.

In a written address in support of an originating summons dated December 11, 2025, the plaintiffs argued that the December 2022 Deed of Charge is void, invalid, and legally ineffective, having been executed without their consent.

Implications: A New Twist in First Bank Litigation and Investment Climate

This development adds a complex layer to the ongoing court disputes between First Bank Nigeria entities, Neconde, and Nestoil.

Legal experts note that the involvement of multiple international lenders and the allegations of fraudulent security creation may have far-reaching implications.

The case raises serious ethical questions about governance and transparency in Nigeria’s banking, potentially undermining investor confidence and casting a shadow over the country’s investment climate.

Critics warn that such disputes, if left unchecked, could deter future foreign investment and damage the reputation of Nigeria’s financial institutions.

Conclusion: Next Steps and Industry Watch

As the court considers the foreign lenders’ claims, stakeholders across the banking and oil industries are closely monitoring the outcome.