–Opaque Finance or Hostile Takeover? Nestoil challenges FBNQuest’s asset freeze over disputed $1bn claims

…Experts warn Nigeria risks scaring off global investors if fiduciary transparency collapses

Beneath the sun-scorched oilfields of OML 42, a high-stakes corporate drama is unfolding—one that could redefine confidence in Nigeria’s financial and judicial systems. At its center is a contentious $1 billion dispute involving Nestoil Limited, FBNQuest Merchant Bank, and a syndicate of lenders. What began as a routine request for clarity has morphed into a tangle of bank statements, ex parte court orders, and contested liabilities that now threatens investor sentiment in Africa’s largest economy.

For months, Nestoil says it repeatedly requested statements of account from FBNQuest and its lending partners to reconcile disputed figures exceeding $1.01bn and ₦430bn. Emails dating from February to June 2024, the company alleges, were ignored. That silence, Nestoil argues, was not a clerical lapse but a breach of fiduciary duty at a moment when transparency was critical.

As Facility Agent for the syndicated loan, FBNQuest is obligated to coordinate communication, monitor repayment schedules, and maintain accurate, accessible records. Instead, Nestoil says, the bank sidestepped these duties and raced to court. Without furnishing the requested statements, FBNQuest secured ex parte Mareva and receivership orders that froze Nestoil’s assets and shareholdings. These sweeping orders, Nestoil contends, were obtained without due process and executed while the company was actively seeking clarification.

In its court filings, Nestoil insists the debt figures relied on by FBNQuest are “incorrect and lack any proper basis.” The company is now mobilizing ten local and international forensic auditors to comb through its bank accounts nationwide—a decisive step aimed at uncovering the truth behind the disputed claims. “Only a proper forensic reconciliation would reveal whether we are indebted, and the precise amount, if any,” the company maintains.

Observers have raised eyebrows at the timing of FBNQuest’s move. Neconde, the Nestoil subsidiary tied directly to the facility, recently rebounded in production at OML 42 after years of setbacks. With renewed revenue flows, insiders argue, the asset has become a lucrative target. One source familiar with the matter went further: “This is an attempted hostile takeover of a producing oil asset,” suggesting that the legal escalation may be driven by motives beyond debt recovery.

The Mareva and receivership orders have already disrupted operations. Neconde’s production, logistics, and contracts remain frozen. The ripple effects have drawn the attention—and legal challenges—of foreign lenders and major banks with exposures to Neconde. Their filings raise broader questions about the neutrality of facility agents and security trustees, especially when such entities are affiliates of domestic lenders.

Seasoned bankers warn that the implications extend far beyond this dispute. In a financial ecosystem where trust underpins investment, the perception that facility agents can weaponize their role to seize assets sends a chilling signal. “If agents can turn adversarial under the guise of enforcement, global financiers will hesitate to fund indigenous companies,” one senior banker warned.

The legal issues are no less complex. Neconde insists its inclusion in FBNQuest’s orders is unlawful given its ongoing Federal High Court proceedings. Legal experts emphasize the need for caution when issuing ex parte orders in strategic industries like oil and gas. While such orders aim to preserve assets, they can destroy value—halting production, stalling payrolls, and endangering jobs. “Justice should not become a tool for asset conquest,” a Lagos-based commercial lawyer said.

Financial analysts argue the dispute exposes structural vulnerabilities in Nigeria’s banking system. Facility agents and trustees wield enormous power in syndicated loans, yet the regulatory oversight governing transparency and fairness appears insufficient. With Nigeria aggressively courting foreign investment in energy and infrastructure, cases like this risk eroding already fragile investor trust.

The human consequences are equally real. Beyond boardroom statements and court filings, the freeze impacts workers, contractors, and local communities dependent on OML 42. Production halts can delay salaries and disrupt local economies—raising the stakes of judicial restraint and responsible banking practices.

From a governance standpoint, Nestoil’s move to engage forensic auditors signals a commitment to transparency amid uncertainty. It underscores the need for rigorous record-keeping, independent verification, and clearly defined obligations in multi-party financing arrangements. If anything, the company’s stance is helping set a benchmark for corporate accountability in Nigeria’s financial landscape.

This dispute is also reshaping how facility agents are perceived. Meant to mediate between borrowers and lenders, these agents risk losing legitimacy if allegations of information asymmetry and opportunistic asset seizure hold weight. Transparent communication and adherence to fiduciary obligations are essential—not optional.

The broader system faces its own moment of reckoning. Without stronger regulatory oversight, clearer judicial guidelines, and stricter enforcement of fiduciary duties, similar crises may recur. For a country striving to present itself as a stable investment destination, the damage could be severe.

As the courts, banks, and auditors proceed, the outcome of this dispute will send a powerful message about Nigeria’s commitment to fairness, transparency, and due process. The battle over the $1 billion loan is more than a corporate disagreement; it is a test of the credibility of Nigerian institutions.

In the shadows of OML 42—where black gold flows and fortunes rise or fall—the Nestoil–FBNQuest conflict is a study in accountability, strategy, and the fragility of trust. It will be remembered not only for its legal twists, but for what it reveals about Nigeria’s financial architecture, the dangers of unchecked authority, and the resilience of indigenous companies navigating complex financial terrain.

For investors, bankers, and policymakers, the message is unmistakable: transparency is non-negotiable, fiduciary duties must be honored, and due process cannot be circumvented. Nigeria’s investment climate—and its global reputation—depends on it.

The Siege on OML 42: Inside the Suspicious Legal Frenzy Targeting Nestoil and Neconde

Ex parte orders freeze billions in assets as oil firms fight to protect operations

A high-stakes battle threatening to upend Nigeria’s indigenous oil industry

On quiet days, OML 42 sleeps like a wounded giant in the swamps of the Niger Delta—its pipelines humming with the fading memory of roaring production, politics, and crude oil fortunes. But in recent weeks, the oilfield has become the epicentre of a legal hurricane so violent that it has shaken boardrooms from Lagos to London and rattled investor confidence in Nigeria’s fragile petroleum economy.

At the heart of the crisis sit Nestoil Limited, Neconde Energy, and an explosive mix of lenders, judges, regulators, lawyers, and petitioners—each tugging at an oil asset that once fed the national treasury with imperial abundance. What began as a routine debt-recovery move has spiralled into a sprawling legal war, punctuated by allegations of judicial overreach, suppressed facts, corporate asphyxiation, and fears of an orchestrated attempt to seize control of OML 42 through the courts.

What follows is the inside story of how sweeping ex parte orders froze billion-dollar assets, halted oil production, provoked foreign lenders, triggered judicial petitions, and raised the spectre of a catastrophic collapse with implications far beyond any courtroom.

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A Single Order That Shook the Oil Sector

It began quietly on October 20, 2025, when FBNQuest Merchant Bank and First Trustees filed an ex parte motion. By October 22, Justice Dehinde Dipeolu of the Federal High Court, Lagos, had granted one of the broadest Mareva injunctions in recent Nigerian corporate history.

The order froze all bank accounts, shares, and assets of Nestoil, Neconde, and related companies—effectively paralysing a multi-billion-dollar group with strategic footprints in engineering, oil services, and upstream petroleum.

The plaintiffs claimed the companies owed $1.01 billion and ₦430 billion. The defendants said the figures were unverified, inflated, and grossly misleading.

Yet without hearing from the companies, the court ordered a blanket freeze, sweeping through commercial banks like a harmattan storm and locking out executives and signatories overnight.

Even more controversially, the ex parte order empowered a receiver/manager, and allegedly authorised the Nigerian Navy and DSS to enforce the civil directives—a move critics say militarises what is essentially a commercial dispute.

For Neconde, operator of OML 42 with roughly 40,000 barrels per day, the effect was devastating:

production collapsed to zero.

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Neconde: “We Do Not Owe a Kobo.”

Shocked by the freeze, Neconde insisted it is not indebted under the syndicated loan that forms the basis of the plaintiffs’ claims:

It was neither borrower nor guarantor.

It already has an active winding-up proceeding (FHC/CP/1439/2025), which under CAMA 2020 protects it from fresh lawsuits or enforcement without leave of court.

Any order against it, therefore, is “null, void, and of no effect.”

Neconde accused the plaintiffs of:

Dragging it into a dispute that doesn’t concern it

Judicial overreach

Wrongful interference with third-party rights

Causing the shutdown of an oilfield critical to national revenue

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Foreign Lenders Enter the Battlefield

The crisis escalated dramatically when foreign lenders stormed the courtroom.

Glencore Energy UK Limited, Fidelity Bank, Mauritius Commercial Bank, and the Africa Finance Corporation—senior creditors behind a $640 million syndicated facility—warned that Justice Dipeolu’s orders threaten the very foundation of international financing for Nigeria’s indigenous oil sector.

Represented by Olufemi Oyewole, SAN, they argued:

The plaintiffs obtained the injunction by concealing the existence of the senior secured loan.

The Deed of Charge relied upon by the plaintiffs is subordinate to the lenders’ security documents.

Freezing Neconde’s accounts jeopardises repayment of their facility.

Nigeria risks massive reputational damage if court orders can override established security hierarchies.

Their intervention reframed the matter as a test of whether Nigeria is still a safe jurisdiction for international oil financing.

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Petitions to the Chief Judge—and an Embattled Judiciary

Then came the most explosive turn.

Petitions flooded the office of the Chief Judge of the Federal High Court and the National Judicial Council, accusing Justice Dipeolu of judicial excess. Among the allegations:

Issuing sweeping orders over assets whose ownership was unclear

Involving military agencies (Navy and DSS) in enforcement of civil orders

Freezing assets of Neconde despite ongoing winding-up proceedings

Allowing crude sales under a receivership arrangement in violation of the preservative nature of interim injunctions

On November 7, Justice Dipeolu admitted receiving the petitions and suspended further proceedings pending the Chief Judge’s directive on whether he should continue or recuse himself.

What started as routine debt recovery had now grown into an institutional crisis threatening judicial credibility.

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Nestoil and Neconde Fight Back

The companies responded with a strong counteroffensive.

They accused the plaintiffs of suppressing a critical fact:

a Common Terms Agreement executed in December 2022, under which the alleged debts were restructured with a fresh 10-year repayment plan.

Other key defence arguments:

FBNQuest allegedly refused to provide account statements for over three years, making the debt unverifiable.

The receiver appointed by the plaintiffs is allegedly not registered with the Corporate Affairs Commission, contrary to CAMA.

The sweeping order froze personal accounts of directors—an act they call illegal and vindictive.

Nestoil Tower, an iconic, immovable property in Victoria Island, was frozen unnecessarily, suggesting an attempt at strategic seizure.

The companies warned that the consequences of these actions are fatal:

OML 42 shutdown

Collapse of corporate operations

Interruption of contractual obligations with the Federal Government

Severe revenue losses to Nigeria

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A Dark Suspicion: Is Someone Trying to Seize OML 42?

In industry circles, a troubling theory has taken root:

that the entire legal drama may be a covert corporate raid designed to take over OML 42 through judicial means.

Fueling this suspicion:

The breadth of the ex parte orders

Attempted crude-sale authorisations

Military involvement

Disregard of winding-up protections

A sweeping receivership with overreaching powers

Complete paralysis of accounts and operations

Nigeria has seen similar corporate warfare before—where interim injunctions were weaponised for strategic acquisition. Whether true or not, the speculation reflects the deep mistrust that shadows high-value commercial disputes in the country.

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Why This Matters for Nigeria

OML 42 is not an ordinary asset.

In the 1970s, it produced nearly 250,000 barrels per day—one of Nigeria’s crown jewels.

Today, Nigeria’s struggling oil industry faces:

declining production

massive divestments

chronic vandalism

evaporating investment

A prolonged shutdown of OML 42 would be catastrophic.

Foreign lenders are watching. International oil financiers are watching. Indigenous operators are watching.

If a single ex parte order—delivered without hearing from affected companies—can halt a producing oilfield overnight, the message to global capital is chilling.

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A Nation on the Edge of a Precedent

The case now sits in a tense limbo, awaiting the Chief Judge’s directive on whether Justice Dipeolu will continue or step aside.

What happens next is critical.

For Nestoil and Neconde, it is a fight for survival.

For senior lenders, it is a defence of global financing principles.

For the judiciary, it is a test of integrity and restraint.

For Nigeria, it is a moment of reckoning.

Will the rule of law steady the ship—or will this become another cautionary tale in Nigeria’s turbulent oil industry?

For now, OML 42 lies quiet, its wells dormant, its pipelines still, a sleeping colossus held hostage by the uncertain rhythms of law, power, and ambition.

President Tinubu’s New 15% Imported Petrol and Diesel Tariff: A Bold Step or a Monopoly Trap?

By George Omagbemi Sylvester | Published by saharaweeklyng.com

“A policy pitched as industrial protection and forex salvation; but does it protect Nigerians or consolidate a refinery monopoly?”

President Bola Tinubu’s recent approval of a 15 per cent ad-valorem import duty on refined petroleum products – petrol (PMS) and diesel (AGO) – was sold to Nigerians as tough, necessary medicine, protect domestic refining, preserve foreign exchange and reward a multi-billion-dollar private investment that finally began producing at scale. The logic is tidy in boardroom slide decks; raise the cost of cheap imports, make locally refined product price-competitive, nurture domestic industry and reduce the chronic hemorrhage of foreign exchange on refined fuels. Though policy is about consequences, not slogans. What the government calls protection risks becoming patronage; what it calls industrial policy could become the legal scaffolding for a monopoly.

The 15% duty was first approved and announced late October 2025 as part of a package of fiscal measures intended to shore up non-oil revenues and to secure the gains of the country’s nascent private refining capacity. The move came after the Dangote Petroleum Refinery (a $20 billion megaproject that began producing refined fuels in 2024) reached commercial throughput, prompting the government to incentivise local supply over imports. Proponents argue that the tariff would close the gap between imported product and locally refined output, prevent undercutting by underpriced foreign loads and protect what the government now frames as strategic industrial security.

On paper the argument has merit. Nigeria, paradoxically one of the world’s major crude oil producers, has for decades exported crude and imported refined products, a distortion that the Dangote refinery promised to end. Shielding nascent domestic refining from predatory pricing can be a legitimate industrial policy. Economies of scale take time; infant industries sometimes need temporary protection to survive; and the nation stands to gain from jobs, downstream activity and a retained share of the petroleum value chain. These are not fanciful claims, they are the underpinnings of industrial strategy everywhere.

The devil is in the detail and the distribution of beneficiaries. From the moment the policy was mooted, alarm bells rang among independent marketers, traders and many civil society groups. Their fear is simple and stark, a 15% import tariff applied in a market where one private refinery already produces a volume close to national demand risks removing competitors from the market, leaving one dominant supplier to set prices, ration supply and extract rents. In short: protection can calcify into monopoly. The concerns were not idle: within weeks of the tariff’s announcement traders warned that importers (many of whom supply the country’s internal distribution network and buffer the system in times of shortages) could be pushed out of the market, reducing supply diversity and increasing vulnerability to shortages and price shocks.

The Dangote Group and others publicly welcomed the policy, arguing it would stabilise supply and prevent substandard imports. Dangote’s spokesperson argued the tariff would not push up pump prices but would protect the industry and the economy. Yet a policy that appears to hand advantage to one private operator (even if unintentionally) invites suspicion. Critics pointed out that the refinery’s special economic arrangements (including Free Trade or EPZ-style privileges in some reporting) could leave independent importers bearing the full cost of the new duty while the privileged refinery remains insulated; a recipe for market capture.

And then the backlash swelled. Fuel marketers, unions, manufacturing bodies and some economists warned of immediate inflationary pass-through, higher transport costs and pressure on households already pushed to the brink by earlier economic reforms. Economist Gbolahan Olojede warned the duty could “reignite inflationary pressures” and cautioned against opaque implementation. Opinion pieces and industry briefs argued that a 15 per cent levy could add close to ₦95–₦100 per litre before storage, transport and margins, a reality with direct consequences for food prices, commuting costs and the competitiveness of Nigerian industry. These are not academic concerns in a country where a marginal uptick in fuel cost ripples quickly through the economy.

Faced with rising public unease and warnings from the trade and logistics end of the value chain (and with the peak holiday demand season approaching) the government stepped back. In mid-November 2025 the Nigerian Midstream and Downstream Petroleum Regulatory Authority (NMDPRA) announced a halt/suspension of the planned tariff implementation, signalling a reversal of the deadline and committing to continued monitoring of supply to prevent disruption. That pause exposed the core political arithmetic, a policy that hits the pump in the short term is politically toxic, even if defensible in the abstract. The suspension also exposed the weak consultative process around the measure; a rushed political fiat had to be walked back after stakeholders made their costs plain.

So where does that leave us? First, industrial protection without clear, time-bound guardrails is dangerous. Tariffs and duties can be used for legitimate industrial nurturing – but only when accompanied by competition safeguards, transparent exemptions, clearly published beneficiary lists, and sunset clauses. Second, the policy exposes Nigeria’s policy-making pathologies: an over-reliance on headline fiscal fixes announced without rigorous stakeholder modelling and without mandated impact assessments. Third, the episode highlights a deeper governance question: when a single private actor commands such strategic weight in a sector, policy needs to be exquisitely careful not to create the impression (or the reality) of state policy tailored to a single firm’s advantage.

There is a third dimension: currency and balance-of-payments logic. Reducing fuel imports would save foreign exchange and strengthen the naira (a true national boon) but only if domestic refineries can reliably meet demand, maintain quality standards and supply at competitive prices. Short-run protection that drives up the pump price without commensurate increase in domestic output simply trades forex savings for inflation pain and social discontent. In that light, the responsible path would have been a staged approach: phased tariffs tied to verified increases in domestic refining output, mandatory wholesale price monitoring, strong anti-hoarding enforcement and legislative guardrails against anti-competitive behaviour.

If we are to be patriotic (if we genuinely want Dangote and any other domestic refiner to succeed) then success must be broad, lawful and visibly pro-competitive. Policy should reward production, not penalise competition. The state must ensure that any tariff is matched by clear rules: fixed windows for imports for small marketers, credit facilities to help domestic distribution adapt and legal anti-monopoly protections enforced by an empowered regulator. Without such mechanisms, the 15% duty risks becoming a short cut to concentrated market power and, eventually, to higher prices for ordinary Nigerians.

President Tinubu’s impulse to protect domestic refining is understandable and defensible in principle. But good intent does not substitute for prudent design. The recent suspension was a salutary reminder: economic management in Nigeria cannot be a monthly toggle between headline reform and crisis control. If this tariff is ever reintroduced, it must be transparent, time-bound, conditional on measurable domestic output increases, and paired with competition safeguards and social mitigation measures for low-income households.

In the end, Nigerians will judge policy by what they pay at the pump and whether they can feed their families. A tariff that secures refining jobs and strengthens the naira while keeping pumps stable would be a courageous, strategic win. A tariff that quietly abets market concentration and hands an overwhelming commercial advantage to a single refinery will be remembered as a policy that traded public interest for private gain. The difference between a bold step and a monopoly trap is not rhetorical (it is procedural, technical and enforceable. It is also, crucially, reversible) if we have the political will to put transparent guardrails in place before it is too late.