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Deconstructing Seplat’s ‘Hostile Takeover’ Spin

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At the last count, the upstream oil exploration and exploitation company, Seplat Petroleum Development Company Plc, has made several puzzling moves to evade repayment of an outstanding $85.8 million loan facility it owes Access Bank Plc. It is highly unconscionable to borrow depositors’ money from a bank, to ostensibly enhance business growth but only to conceive strategies to evade repayment on the terms agreed.

While filibustering maybe a useful strategy used to delay, divert and stifle a process from being brought to conclusion in the political arena – in the world of corporate governance and accountability, this nimble species of obfuscation is hardly expedient.

Seplat has boldly denied responsibility for a loan facility its sister entity – Cardinal Drilling Services Ltd. – acquired. Secondly, it has sought judicial protection/fight-back. Thirdly, it has gone after Access Bank’s counsel/receiver/manager. Fourthly, it has apparently deployed the media to muddy the water wherein subtle allegations of corporate bullying and even hostile takeover narratives are spun. Quirky allegations of arbitrariness or irrationality by Access Bank also clearly belong to the underemployed spin doctors of the debtor.

Significantly, these gaming have not shifted the substantive matter: repayment of the outstanding $85.8 million loan facility, Orjiako through his company CDS sourced from defunct Diamond Bank Plc, now acquired by Access Bank. Repayment of this outstanding loan could have leveraged the image of Seplat and even positioned them for further facilities from Access Bank.

It could be recalled that after its formal merger with mid-tier rival Diamond Bank Plc., in April 2019, following due regulatory approval, Access Bank Plc. acquired all the assets and liabilities of the defunct banking entity. This positioned Access Bank to pursue recovery of all outstanding debts including the $85.8 million owed it by Cardinal Drilling Ltd., a subsidiary entity of Seplat Petroleum Development Company Plc. which chairman is billionaire business mogul, Dr. ABC Orjiakor.

This legitimate move by Access Bank to recover the outstanding $85.8 million owed by Cardinal Drilling Services Ltd. (Seplat’s sister company), in effect, has spawned all shades of seemingly adroit maneuvering by the upstream exploration and production entity which has distanced itself from its sister entity, Cardinal Drilling Ltd and ultimately is denying responsibility for the loan.

Since Access Bank had engaged the services of Ogunba law firm, Kunle Ogunba & Associates as the counsel/receiver/manager to recover the loan obtained by Cardinal Drilling Services Limited, from Diamond Bank (now Access Bank) on behalf of Seplat Petroleum Development Company, the upstream petroleum behemoth has seemingly made adroit moves to thwart the loan recovery. This is at the heart of the festering dispute.

First, Seplat specifically denied it benefitted from the loan obtained by Cardinal Drilling Ltd. Secondly, the petroleum company targeted Kunle Ogunba (SAN), Access Bank’s counsel/receiver/manager and petitioned the Legal Practitioners Privileges Committee (LPPC) and the Legal Practitioners Disciplinary Committee of the Nigerian Bar Association (NBA) to sanction a Senior Advocate of Nigeria, Mr. Kunle Ogunba, for alleged gross misconduct and unethical practices contrary to the Rules of Professional Conduct for Legal Practitioners 2007.

In the petition to the LPPC, which was equally copied to the Nigerian Bar Association (NBA) President, the company accused Ogunba of violating Rules 1, 15, 24, 30 and 32 of the Rules of Professional Conduct 2007 and urged sanctions against the senior advocate in line with paragraph 55 of the Rules of Professional Conduct.

For good measure, Seplat also accused Ogunba of obtaining ex parte orders which facilitated the seizure of No. 16A Temple Road, Ikoyi Lagos, housing Seplat’s corporate headquarters, with “patently false” claims, adding that he deliberately misled the court and failed to adduce any documents to support the claims. But significantly, this move is not the beef of the disputations.

But significantly, documents obtained from the court revealed the processes filed by Access Bank showed the plaintiff provided proof that Seplat benefitted from the loan. It was shown that after Cardinal Drilling obtained the loan and disbursed it, the company passed the obligation on to Seplat. According to the documents, Seplat used its subsidiary firm, Cardinal Drilling to obtain the loan from Access Bank, adding it utilised the loan obtained by Cardinal Drilling from the bank.

For instance, Access Bank disclosed that when Cardinal Drilling got a tranche of $30million, in less than 24 hours, it transferred the money to Seplat, stating that each time Cardinal Drilling was trying to repay the loan, Seplat would have to transfer funds to it for onward transfer to the bank.

More, even the company’s statement of account exhibited in court showed movement of funds and whose accounts were debited and credited. The bank has details of Seplat transferring funds into Cardinal Drilling’s account, which in turn would transfer same to Diamond Bank (Access Bank) as loan repayment. Cut to the bone, Seplat is the real debtor, which was why the bank and its lawyers joined Seplat in the debt recovery suit and obtained and executed the order against it, which is now a subject of appeal.

It could also be recalled that Justice Aikawa, despite objections by Seplat’s lawyers, held: “In my view, all these issues touch the substance of the case and should therefore be reserved for substantive trial. An attempt to delve into any of them at this stage has the potential and danger of determining substantive issues at this interlocutory stage, a tendency which has been frowned upon by the appellate courts. There is no evidence of suppression of any material facts by the plaintiff in this application.”

Clearly, beyond Seplat’s insistence that being joined as a debtor by Access Bank lacks merit and its resort to NBA’s LPPC and LPDC, seeking to unhorse Ogunba and undermine the effort of Access Bank in seeking to recover legacy debts following its acquisition of Diamond Bank, the substantive matter, according to the consensus of legal pundits, remains intact.

Unfortunately, the emerging perception now is that rather than Orjiako’s Cardinal repaying the loan or awaiting the outcome of its appeal on the matter, it is pushing to tarnish the image of Ogunba and intimidate him by generating petitions against him in a scheme to discourage him as Access Bank-appointed receiver-manager.

Also apparent is the fact that the petitioner has also embarked on media warfare to paint Ogunba in a bad light and pressure the LPPC and the NBA to sanction him. Many view this moves as fundamentally diversionary. More, allegations of corporate bullying and efforts at hostile takeover of Seplat are filtering in from the media. These are of course contrived narratives which deliberately ignore the core issues.
Why not just commence defrayment of the outstanding loan to an entity of which the parent company Dr. Orjiakor chairs? What will all the rigmarole serve? The core of this whole is pay back your loan. What’s so difficult to understand here?

Deploying corporate filibustering or subterfuge to frustrate the debt recovery as Seplat is gaming will negatively impact the critical banking sector and defeat the essence of granting such facilities to aid business growth. For Access Bank, the lender in this instance, it is a costly project. The cost covers time for debt recovery and the need to make greater loan provisioning, which reduces profitability and capital resources for lending.

It could also be regretfully recalled that defunct Diamond Bank Plc., an iconic bank comparable to Eastern Nigeria’s African Continental Bank (ACB), went under because of the recalcitrance of borrowers like Orjiako’s Cardinal. Defunct Diamond Bank considerably aided many businesses from the South-East. This particular debt was part of the huge debt overhang that aided the sinking of Diamond Bank. Today, for that region, it is a collective loss.

But a fact that many don’t know is that Access Bank Plc that acquired Diamond Bank is not about allow recalcitrant debtors flee from their obligations. It is a strict, law abiding, disciplined organisation and top industry player and have deployed all requisite legal means to recover what is due to it. In this case, the controlling shareholder of Cardinal Drilling Ltd must pay up.

It’s then little wonder that following the upturning of the order of the Federal High Court by the appellate court, Access Bank has filed a notice of appeal at the Supreme Court to challenge the Appeal Court, a move that enjoys the consensus of many legal pundits who see it as the way to go.

Cut to the bone, the new sponsored media narratives of corporate bullying and laughable hostile takeover are essentially boorish spins that will lead nowhere. The bottom line is that corporate responsibility must be respected and facilities obtained for business expansion and growth must be repaid. The danger here is that if this drama drags further, Orjiako might actually start believing himself.

 

By Louis Achi

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EFCC grants ex-Delta gov, Okowa, bail over alleged N1.3trn fraud

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The Port Harcourt zonal command of the Economic and Financial Crimes Commission (EFCC) has granted administrative bail to Dr. Ifeanyi Okowa, a former governor of Delta State for alleged diversion of N1.3 trillion 13% derivation fund from the federation account between 2015 and 2023.

 

Society Reporters reports that Okowa was arrested on Monday, November 4, 2024, in Port Harcourt, Rivers State, when he reported at the Port Harcourt Directorate of the EFCC on the invitation of investigators handling his matter.

 

 

We reliably gathered that the former governor left the facility of the anti-graft agency at about 9 pm Wednesday night.

 

According to the source: “He left the facility at about 9 pm yesterday (Wednesday).

 

“Okowa is expected to return soon to provide documents and answer more questions before the matter will be charged to court”.

 

The former governor was alleged to have failed to render accounts of the 13% derivation funds as well as another N40 billion he allegedly claimed he used to acquire shares in UTM Floating Liquefied Natural Gas.

 

 

Specifically, Okowa allegedly bought shares worth N40 billion in one of the major banks in the country representing 8% equity to float the offshore LNG. The funds were alleged to be used for other purposes, including acquiring estates in Abuja and Asaba in Delta state.

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Ifechukwude Okonjo: Man convicted of theft in US emerges traditional ruler in Nigeria

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When Ifechukwude Okonjo emerged as the Obi of Ogwashi-Uku in Delta State in September 2019, there was no indication that he had been convicted of a crime in the US.

Ogwa-Uku is a community in Anaocha South Local Government Area of Delta State, Nigeria’s South-South.

Mr Okonjo succeeded his father, Chukuka Okonjo, a professor whose death was announced on 13 September 2019.

Findings by PREMIUM TIMES showed that he was crowned days after the death of his father.

Chukuka Okonjo the traditional ruler

Conviction in the US

According to court documents obtained by PREMIUM TIMES, Mr Okonjo was convicted of theft in April 1997 at the Circuit Court for Montgomery County, State of Maryland, in the US.

The court documents showed that his younger brother, Onyema Okonjo, was also convicted of a similar offence on 23 January 1998.

Charges, arraignment and trial

Mr Okonjo was first criminally indicted on 20 April 1995 and summoned to appear before a judge the following day.

After initially failing to make his appearance on 12 August 1995, he finally showed up at the court on 14 July of this same year.

He was initially charged with theft and conspiracy to commit the crime with his younger brother, Onyema.

Specifically, the first count charge indicated that Mr Okonjo stole “assorted computers and computer peripheral equipment, the property of Digital Equipment Corporation, having the value of $300 or greater” between 23 January 1995 and 24 March 1995 in Montgomery County, Maryland.

According to the court document, the offence violated Article 27, Section 342 of the Annotated Code of Maryland and was against the peace, government, and dignity of the US state.

He was released on bail on “personal recognisance” after paying a $2,500 bail bond.

Then unemployed and single, Mr Okonjo resided with his elder sister, Ngozi Okonjo, at 7004 West Greenvale Parkway, Chary Chase, MD 20815, in the US.

Ngozi Okonjo, now popularly known as Ngozi Okonjo-Iweala, has been the director-general of the World Trade Organisation since March 2021.

At the time of the trial, Mr Okonjo was 30 and had lived in the US for nine years. He is now 57.

His brother, Onyema, was criminally indicted by the court on 18 October 1996, and a bench warrant was issued against him the same day.

By then, Onyema was 28 years old and married; he is now 55. He made his first court appearance on 14 November 1997.

His charge indicated that he committed the crime of theft and conspiracy between 28 October 1993 and 24 March 1995 in Montgomery County, Maryland.

According to the court documents, he claimed to be homeless at the time.

Like his brother, Onyema was released on bail on “personal recognisance.”

Mr Okonjo and Onyema were told that the condition of their release was that they should appear in court during sittings or their bail bond would be forfeited.

They were also told that failure to surrender themselves within 30 days after the bail forfeiture might cause them to be further charged, fined and/or imprisoned.

Sentencing

Mr Okonjo and Onyema, after their bail, separately failed to appear before the court on hearing and trial dates, forfeited their bail bonds and also “willfully” failed to surrender themselves within 30 days after the forfeiture, according to the court documents.

One of the documents indicated that Onyema left the US after being granted bail.

The court then separately charged and found Mr Okonjo and Onyema guilty of failing to surrender themselves within 30 days of their bail forfeiture.

Consequently, the court, on 29 April 1997, sentenced Mr Okonjo to six months imprisonment.

For the first count of theft of assorted computers worth $300, the court also sentenced Mr Okonjo to one-year imprisonment beginning from 4 April 1997, when the judgment was delivered.

The court documents did not indicate if the sentences were to run concurrently.

Similarly, the court, on 23 January 1998, sentenced Onyema to 57 days imprisonment.

It is unclear if Mr Okonjo and Onyema served their jail terms in the US or ran back to Nigeria, given that they had jumped bail before their conviction.

Honoured in Nigeria

In 2019, after their father’s death, Mr Okonjo and Onyema joined other princes in the contest for the traditional stool of the Ogwashi-Uku Community.

The community residents were unaware that the duo had been convicted of theft in the US.

After the contest, Mr Okonjo emerged as the community’s traditional ruler and was crowned days later.

He is now the Obi of Ogwashi-Uku, the highest traditional authority in the community.

Petition to the SSS

The conviction of Mr Okonjo and Onyema im the US became public knowledge after some community members obtained certified true copies of the court judgment.

Some members of the community subsequently petitioned the Delta State Government and the State Security Service (SSS) and accused Mr Okonjo of engaging in land grabbing, illegal arms dealings, harassment of indigenes, and formation of armed militia groups, among others.

The petition to the SSS, dated 4 October 2024 and addressed to the SSS director-general, was authored by F.O. Okolie, a law firm, on behalf of some community members.

The community members on whose authority the petition was authored included Chiedu Enwenwa, Hyacinth Okolie, Ellen Adigwe and Bruce Ugo Emordi.

In the petition, the community members claimed that Mr Okonjo, Onyema and others recruited some unnamed gunmen from South-east Nigeria into the community’s vigilante security outfit.

They alleged that the recruited gunmen were being used to forcefully take over people’s landed property and also to commit violent crimes such as kidnapping and murder.

They also claimed that the duo and others were using police operatives to intimidate community members, alleging that the issue had earlier been reported to the police authorities in Nigeria and that no action had been taken.

They expressed fear that, given the current tension, the community was on the verge of being thrown into war and a breakdown of law and order.

The community members, in the petition, appealed to the SSS to investigate all the community vigilante groups and palace guards as well as the alleged kidnap and murder of some indigenes of the community.

They also called for an investigation into Mr Okonjo’s alleged “illegitimate dealings in prohibited firearms” allegedly imported into the community by gunmen.

Palace speaks

On 31 October, a PREMIUM TIMES reporter contacted Ifeakanachukwu Emordi, Mr Okonjo’s palace secretary, to seek to speak with the traditional ruler about the allegations.

After dismissing Mr Okonjo’s conviction for theft as untrue, Mr Emordi promised to get the traditional ruler to speak with our reporter on the phone.

Minutes later, Onyema phoned our reporter and claimed, without evidence, that the petitioners were not representatives of Ogwashi-Uku.

Regarding the allegations of land grabbing, he claimed that all lands in Ogwashi-Uku are held in trust by the traditional ruler in accordance with the community’s traditions and customs.

“That’s our land tenure system. Obi doesn’t have to grab any land that is under his custody,” he said.

He said the SSS should be allowed to investigate the allegation of recruiting gunmen into the community’s vigilante groups and harassment of indigenes.

When quizzed about the conviction of the traditional ruler in the US, he responded, “We are not aware of that.”

Our reporter again requested to speak with the traditional ruler. Onyema promised to inform the traditional ruler and revert. But he did not get back to the reporter.

When contacted again on 6 November, nearly a week after, he claimed Mr Okonjo was busy and not available to speak on the issues.

Onyema said he might get another person to respond before the end of the week if the traditional ruler remained unavailable.

When our reporter informed him that court documents shows that he too was convicted in the US, Onyema retorted, “I can’t speak to all of these issues.”

“We will get back to you to try to clear the air as far as any of these issues are concerned,” he added.

Commission of enquiry

In response to the petition, the Delta State Government set up a commission of enquiry to investigate the allegations against the traditional ruler, particularly on land-related issues.

The commission is expected to begin a public hearing on Thursday and conclude it on 20 November 2024, according to an announcement from the Secretary to the commission, Gabriel Eze-Owenz, a lawyer.

SEE COURT DOCUMENT BELOW

DOCUMENT 1 

DOCUMENT 2

DOCUMENT 3 

 

SOURCE: PREMIUM TIMES

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OANDO WINS ‘DEAL OF THE YEAR’ AWARD AT AFRICA ENERGY WEEK 2024

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Oando Plc, Africa’s leading energy solutions provider listed on the Nigerian Stock Exchange (NGX) and Johannesburg Stock Exchange (JSE) is pleased to announce that the Company has emerged winner of the ‘Deal of the Year’ award at Africa Energy Week (AEW) 2024.

The Africa Energy Chamber (AEC), the organisers of the annual week-long oil and gas conference, hosted and recognised different stakeholders at a Gala and Award night held at the Cape Town International Conference Centre (CITCC), on Tuesday, 5 November, 2024.

In a category comprising other high-profile deals in the sector and across Africa, Oando won the award in recognition of the Company’s recently completed landmark $783 million acquisition of the Nigerian Agip Oil Company (NAOC) from the Italian Energy firm Eni on 22 August, 2024.

This acquisition, 10 years in the making since Oando’s initial entry into the ConocoPhillips/NAOC/NNPC Joint Venture (JV) in 2014 when the Company acquired ConocoPhillips Nigeria business, doubled the company’s stake in the JV to 40% and operator of the assets.

In receiving the award, the Company’s Group Chief Executive, Wale Tinubu, remarked “We are delighted and honoured to receive the ‘Deal of the Year’ award from Africa Energy Week. It’s been a remarkable year on many fronts. First, we marked our 30th anniversary as a business, then concluded our strategic plan to acquire our second IOC in a decade, Nigerian Agip Oil Company (NAOC) and step up to the role of operator.

“This award is more than just an accolade for a successful deal closure; it represents a public acknowledgement of the culmination of 30 years of grit, hard work, resilience, and sheer belief in our vision. It is a testament to my belief that with the #HumansOfOando, impossible is nothing. I’d like to thank the dream team, the #HumansOfOando, our financiers, and partners for their belief and role in making this award a reality.”

The acquisition is the culmination of a decade of preparation, strategic planning, and unwavering commitment to a vision of becoming Africa’s first indigenous International Oil Company.

It is a testament to the organisation’s 30-year journey spanning the entire energy value chain, with consistent and deliberate actions at each stage that have led to the advancement of indigenous participation in the industry.

The Deal of the Year award “recognises the most transformative and impactful deal in the energy sector – honouring excellence in negotiation, strategic alignment, innovation and collaboration – and celebrates deals that drive advancements in energy and economic growth.”

With this year’s AEW theme of “Invest in Africa Energies: Energy Growth Through an Enabling Environment”, the AEC, through the AEW Awards 2024, recognised other persons, International (IOCs) and National Oil Companies (NOCs) across the continent through awards in 10 categories.

 

Tinubu at the event also delivered a key note address with the topic, Transforming Africa’s Oil and Gas landscape through strategic Merger and Acqusition.

During the address he noted that indigenous companies contribute approximately 30% of the country’s crude oil production and hold around 40% of the total oil reserves. Additionally, they account for 60% of the country’s gas production and approximately 32% of gas reserves. This data underscores the growing significance of local players in the African oil and gas sector.

He also highlighted improvements in the business environment, citing the improved Ease of Doing Business driven by recent reforms that have attracted increased investments in energy. Tinubu pointed to the successful Implementation of the Petroleum Industry Act (PIA), which has established a regulatory framework that enhances transparency and boosts investor confidence.

Tinubu’s remarks included a call for enhanced collaboration among policymakers, investors, and oil and gas companies to foster the growth of indigenous firms through supportive regulations, financing access, and technology transfer. He urged stakeholders to focus on leveraging M&As to diversify and expand capabilities within the sector while emphasizing the need to strengthen Africa’s institutional and financing capacity for local firms.

As Oando continues on its growth trajectory, Tinubu’s insights served as a powerful reminder of the strategic importance of indigenous companies in Africa’s energy transformation and the collective effort required to drive sustainable development across the continent.

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