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Federal High Court Permits Shell, Global Gas To Pursue out-of-court Settlement in $1.3 Billion asset dispute…

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The Federal High Court has permitted the Shell Petroleum Development Company of Nigeria Limited and Global Gas and Refining Limited to explore an out-of-court settlement regarding the latter’s allegation that Shell failed to supply wet gas in accordance with the terms of a Gas Processing Agreement dated March 15, 2002.

 

Justice Inyang Ekwo approved the parties’ move to settle on Monday, September 23, 2024, in the suit filed by Global Gas’s legal team.

 

 

The applicant seeks an order restraining the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) from “approving, authorizing, consenting to, or otherwise granting permission for the ($1.3 billion) sale/divestment of the assets of the (SPDC) 1st Respondent” to Renaissance Consortium.

 

 

Claims and Counterclaims 

The Executive Chairman of Global Gas, Mr. Ken Yellowe, had stated before the court that his company instituted arbitral proceedings against Shell, alleging that it failed to supply wet gas in line with the terms of the Gas Processing Agreement dated March 15, 2002.

 

Yellowe, through his lawyer, Patrick Ikweato (SAN), stated that unless the court grants an order temporarily safeguarding the “assets” in dispute from being sold, its 2002 business deal with Shell may be jeopardized.

 

 

The applicant further submitted that the dispute is already before the Supreme Court of Nigeria, but the NUPRC is not a party at that apex court, hence the need for the trial court to restrain the statutory agency of the Federal Government of Nigeria.

 

“In the event of such a scenario, the Applicant will be without any remedy for settling the subsisting dispute over the manifest breach/violation of the 1st Respondent’s obligations to supply Rich Gas to the Applicant as agreed in the GPA dated March 15, 2002.

 

 

The instant application for the grant of an Interim Measure of Protection merely seeks to preserve the Applicant’s rights against the intended divestment/sale of SPDC’s onshore facilities as publicly announced by its parent company, Shell PLC,” Yellowe stated in an affidavit.

 

 

In the applicant’s further affidavit, Celestine Ezeokeke stated that he was aware that while the suit is pending before the court, “the NUPRC publicly announced/advertised that it has begun due diligence for the divestment of the Shell Petroleum Development Company (SPDC) assets, totaling crude oil and condensates of 6.73 billion barrels reserve, to Renaissance African Energy Company Limited (Renaissance).”

 

SPDC’s legal team, in a counter-affidavit , maintained that it “did not sell its onshore assets and facilities in Nigeria to anyone.”

 

The submissions by SPDC’s legal team before the Federal High Court in Abuja came about six months after its parent company, Shell Plc, announced it had reached an agreement to sell its Nigerian onshore oil assets to the local consortium for over $1.3 billion, pending government approval.

 

However, in its counter-affidavit, SPDC’s Legal Counsel, Global Litigation (Sub-Saharan Africa), Mr. Kingsley Osuh, informed the court that the dispute between his company and Global Gas is already before the Supreme Court for final determination.

 

 

 

He added that the transaction with Renaissance was not an asset sale but a share sale transaction whereby the SPDC’s shareholder agreed to sell its shares in the SPDC to a company called Renaissance.

 

“The share sale transaction did not and will not affect the 1st Respondent’s 30% participating interest in eighteen (18) Oil Mining Leases (“OML”) that are currently part of the 1st Respondent’s Joint Venture, with the 1st Respondent as Operator of the unincorporated Joint Venture with the Nigerian National Petroleum Company Limited, Total Energies EP Nigeria Limited, and Nigerian Agip Oil Company,” Shell stated.

 

 

He added that the applicant’s claims are for liquidated sums, that is, a compensation figure for an alleged breach of contract, stating that if its claim is upheld by the courts, the SPDC, as a corporate entity, is capable of paying the compensation to the applicant.

 

What Transpired in Court

At the resumed sitting on Monday, Justice Ekwo said that at the last proceedings, the applicant’s lawyer, Ikweato, applied to the court to allow the parties to explore an out-of-court settlement.

 

Ikweato responded that he had written to Shell several times regarding that settlement and eventually received a letter from Shell last Friday.

 

 

Last Friday, we got a letter from the first respondent (Shell). My Lord, the interesting thing is that despite all that we said in that letter, the first respondent has now agreed to present the proposal for the settlement to the Joint Venture Partners.

 

“So in that spirit, I pray that your Lordship will give us another date to see what comes out,” he said while drawing the court’s attention to other pending applications in the matter.

 

Chukwuka Ikwuaso SAN, counsel for Shell, confirmed that his client did send a letter to the plaintiff’s counsel.

 

He suggested that the matter be adjourned for a report on settlement or hearing.

 

 

So that if by the next time we come, the parties have not settled, we can proceed with the hearing,” he added.

 

Ekwo stated that he wants to allow the parties to explore out-of-court settlement if they wish.

 

“I don’t want to interfere in the parties’ settling. I will give some days; if you come back and say you’ve not settled, I will know the proper order to make,” Ekwo said, adjourning the case to November 11, 2024, for a report on the settlement.

 

Backstory

 

In 2021, Shell announced its intention to divest its Nigerian onshore assets due to the incompatibility of its long-term energy transition strategy with the challenges of operations in Nigeria, marked by theft and oil spills.

 

 

After a pause in the divestment process in 2022, Shell resumed talks in June 2023 to sell its 30% interest in the joint venture known as SPDC, which operates onshore and in shallow-water oil and gas fields.

 

With President Bola Tinubu’s new administration, which began in May 2023, advisers recommended closing outstanding divestments sought by international oil producers to enhance petroleum output.

 

Some months ago, NUPRC established a divestment framework to oversee the evaluation of applications for ministerial consent regarding the Shell Petroleum Development Company of Nigeria Ltd. (SPDC) divestment process.

 

 

However, civil society groups, led by Amnesty International, have called on the Nigerian government to block Shell Plc’s proposed sale of its onshore oil business in Nigeria.

 

Renaissance Consortium stated, “We are pleased to announce the signing of a landmark transaction with Shell International PLC to acquire its entire shareholding in The Shell Petroleum Development Company of Nigeria Limited (SPDC).”

 

Renaissance, a company comprised of Petrolin Group, has been a preferred partner in the petroleum sector, supporting African business opportunities by connecting them with global realities.

 

 

For the Shell Petroleum Development Company of Nigeria Limited (SPDC) deal with Renaissance Consortium, NUPRC later revealed that documents have been submitted by SPDC and are “undergoing due diligence.”

 

Meanwhile, in a statement on September 11, 2024, NUPRC’s Head of Public Affairs and Corporate Communication, Mrs. Olaide Shonola, denied reports claiming that the Commission has accepted Shell International Plc’s bid to sell its onshore assets to Renaissance in a transaction worth $1.3 billion.

 

 

As part of the Commission’s commitment to transparency and accountability, it will communicate its position on the transaction to the public at the appropriate time. Industry stakeholders and the general public are advised to disregard the publication as it is baseless.”

 

 

NAIRAMETRICS.

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Alleged 76bn, $31.5m Fraud: EFCC Arraigns Ex AMCON MD, Ahmed Kuru, Four Others in Lagos

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The Economic and Financial Crimes Commission (EFCC) on Monday, 20 January, 2025 arraigned a former Managing Director of Assets Management Corporation of Nigeria AMCON, Ahmed Kuru and four others for allegedly defrauding Arik Airline N76 billion and $31.5 million, respectively.

 

Other defendants are former Receiver Manager of Arik Airline Ltd, Kamilu Omokide, Chief Executive Officer of the airline, Captain Roy Ilegbodu, and Super Bravo Ltd and Union Bank PLC.

 

The defendants were arraigned before Justice Mojisola Dada of the Special Offences Court sitting in Ikeja, Lagos on a six-count charge bordering on theft, abuse of office and stealing by dishonestly taking the property of another.

 

The defendants, however, pleaded not guilty to all the six-count charges when they were read to them.

 

Count one reads: “That you, Union Bank Nigeria Plc, sometime in 2011 or thereabouts, in Lagos, within the jurisdiction of this Honourable Court, with the intention of causing and/or inducing unwarranted sale of Arik Air loans and bank guarantees with Union Bank, made false statements to the Assets Management Corporation of Nigeria (AMCON), regarding Arik Air Limited’s performing loans, following which you transferred a bogus figure of N71,000,000,000.00 (Seventy-One Billion Naira) to AMCON.”

 

Count two reads: “That you, Ahmed Lawal Kuru, Kamilu Alaba Omokide as Receiver Manager of Arik Air Limited, and Captain Roy Ilegbodu, Chief Executive Officer of Arik Air Limited in Receivership, sometime in 2022 or thereabout, in Lagos, within the jurisdiction of this honourable court, fraudulently converted to the use of NG Eagle Limited the total sum of N4,900,000,000.00 (Four Billion Nine Hundred Million Naira only), property of Arik Air Limited”.

 

Count five reads: “That you, Kamilu Alaba Omokide, Ahmed Lawal Kuru and Capt. Roy Ilegbodu, on the 12th day of February, 2022 or thereabout, in Lagos, within the jurisdiction of this Honourable Court, being public officers, directed to be done in abuse of the authority of your office and with intention of obtaining undue advantage for yourself and cronies an arbitrary act, to wit: intentionally authorizing the tear down and destruction of 5N-JEA with Serial No. 15058 valued at $31.5million (Thirty One Million, Five Hundred Thousand Dollars), an arbitrary act, which act is prejudicial to the economic stability of the Federal Republic of Nigeria and Arik Air Limited”.

 

The counsel to the first and third defendants, Prof Taiwo Osipitan, SAN, informed the court of a motion for bail application dated November 28, 2024 and November 29, 2024 for the two defendants.

 

Osipitan prayed the court that the defendants be granted bail on liberal terms.  According to him, the first defendant had no criminal records and that the EFCC granted him administration bail  which he didn’t jump.  “We pray the court grants bail to the two defendants on the same liberal terms given to them by EFCC,” he said.

 

EFCC Counsel, Wahab Shittu SAN, filed counter-affidavits dated December 2, 2024 against the first defendant and also another counter affidavits dated December 22, 2024 against the third defendant.  Shittu prayed the court to dismiss their bail applications.

 

According to him, the two defendants are facing serious offences of economic sabotage. However, he agreed with the second and third defence counsel that they are presumed innocent pending the determination of the court. Shittu , however, added that the temptation of the defendants leaving the country was very high. He thereafter prayed that accelerated hearing be granted and the defendants’ international passports be seized by the court.

 

“But if my lord decides to be magnanimous to grant them bail, we shall be praying for stringent conditions because we are particular about their attendance in court. “We urge that they should submit their international passports with the court in order to ensure that they come for trial,” he said.

 

The counsel to the second defendant, Olasupo Shasore, SAN in his motion for bail dated December 6, 2024 and filed on the same day, urged the court to also grant bail to his client on self recognition.

 

The prosecuting counsel in his counter affidavits dated January 17, 2025, opposed the bail application of the second defendant.

 

He said the application for bail was incompetent and should be struck out. Shittu cited relevance laws to buttress his argument. “My lord, the record of this court is to the effect that the second defendant, at one point, absconded in which your lordship had to issue a bench warrant. “The learned silk for the second defendant is not the defendant on trial and it is very unhealthy for a counsel to stand as a surety for a defendant.

 

“I urge my lord, in exercising his discretion, to take all this into consideration because our concern is the appearance of the second defendant in court so that he does not abscond.”

 

After listening to the arguments from all the parties, Justice Dada granted bail to the defendants in the sum of N20 million Naira each with two sureties in like sum.   The sureties must be gainfully employed and deposed to means of identification.

 

She also directed that the defendants must submit their international passports with the registrar of the court.

 

Justice Dada adjourned the matter till March 17, 18, and 19, 2025 for commencement of trial.

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Absence Of Oba Otudeko, Bisi Onasanya, Others Stalls Arraignment Over N12.3Billion Fraud As Otudeko’s Lawyer Protests In Court

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The counsel for Oba Otudeko, Chairman of Honeywell Group, who is facing charges of a N12.3 billion fraud, appeared before a Federal High Court in Lagos on Monday to protest the charge.

Mr. Bode Olanipekun (SAN) informed the court that he was protesting because the charge had not been served on Otudeko or the two other individuals charged alongside him, the News Agency of Nigeria reports.

Olanipekun informed the court that, despite not being served with the charge, the defendants were shocked to learn about the planned arraignment through the media when the story broke last Thursday.

The 13-count charge was filed by the Economic and Financial Crimes Commission (EFCC) against Oba Otudeko, former Managing Director of FirstBank Plc. Olabisi Onasanya, and former Honeywell board member Soji Akintayo.

Olanipekun is the counsel for the three defendants.

They were charged alongside the company, Anchorage Leisure Ltd.

 

The EFCC alleges that the defendants obtained the sum under false pretenses.

 

According to the EFCC, the four committed the fraud in tranches of N5.2billion, N6.2billion, N6.150billion, N1.5billion and N500million, between 2013 and 2014 in Lagos.

 

The 13-count charge, filed by EFCC counsel, Bilikisu Buhari, on January 16, 2025, further claimed that the defendants used forged documents to deceive the bank.

Specifically, count 1 accused the defendants of conspiring “to obtain the sum of N12.3Billion from First Bank Limited on the pretence that the said sum represented credit facilities applied for by V-TECH DYNAMIC LINKS LIMITED and Stallion Nigeria Limited, which representation you know to be false.”

 

In Count 2, it was alleged that the defendants, on or about 26th day of November, 2013 in Lagos, “obtained the sum of N5.2 billion from First Bank Limited on the pretence that the said sum represented credit facilities applied for by V TECH DYNAMIC LINKS LIMITED which representation you know to be false.”

 

The 3rd count alleged that the defendants, between 2013 and 2014 in Lagos, obtained N6.2billion from First Bank Limited on the pretence that the said sum represented credit facilities applied for and disbursed to Stallion Nigeria Limited, which representation you know to be false.”

 

In the 4th count, they were accused of conspiring to spend the N6.15billion, out of the monies.

According to the Commission, the offences contravened Section 8(a) of Advance Fee Fraud and Other Fraud Related Offences Act 2006 and was punishable under Section 1(3) of the same Act.

Counts 5 reads: “That you, Chief Oba Otudeko, Stephen Olabisi Onasanya, Soji Akintayo and Anchorage Leisure Limited on or about 11th day of December, 2013 in Lagos, procured Honeywell Flour Mills Plc to retain the sum of N1.5 billion, which sum you reasonably ought to have known forms part of proceeds of your unlawful activities to wit: Obtaining by False Pretense and you thereby committed an offence contrary to Section 18(c), 15 (2) (d) of the Money Laundering (Prohibition) Act, 2011 (as amended) and punishable under Section 15(3) of the same Act.”

Meanwhile, Otudeko had reportedly fled Nigeria ahead of his scheduled arraignment on fraud charges.

 

According to TheCable Newspaper, Otudeko’s exit from the country is linked to the mounting legal pressures and financial disputes he is facing.

The newspaper reported that the businessman left the country via one of the land borders.

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Loan controversy: Bisi Onasanya’s lawyer condemns media trial….Judge adjourns case to February 13

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In line with his resolve to defend himself and clear his name, Dr. Bisi Onasanya through his lawyer, Adeyinka Olumide-Fusika, SAN, at a session at the Federal High Court Lagos on Monday, January 20, 2025, demanded the service of proof of evidence and summons.

Onasanya, a chartered accountant and a former Group Managing Director of First Bank is defending himself against a controversial loan that allegedly occurred at First Bank 12 years ago. The retired banker is refuting the allegations alongside three others namely former Chairman of the bank, Chief Oba Otudeko, a former board member of Honeywell, Soji Akintayo, and a firm, Anchorage Leisure Ltd.

At a hearing at the Federal High Court in Lagos on Monday, Fusika condemned the media trial his client had been subjected to, saying he was not formally invited by the EFCC or served a notice of the charge.

He expressed surprise at seeing news stories in major newspapers linking Dr Onasanya to a trial on loan controversy during his time as First Bank Group Managing Director without prior notification.

“My Lord, it is concerning that my client has been unduly exposed to media trial without being formally served. This is a procedural anomaly that undermines his right to a fair hearing and personal dignity,” Olumide-Fusika said.

The prosecuting counsel, Rotimi Oyedepo, denied any involvement by the EFCC in the media coverage of the case.

He stated that the commission had not issued a press statement and suggested that journalists may have obtained information through other means.

“My Lord, we disassociate ourselves from any media reports,” Oyedepo said.

The EFCC also applied for an ex parte motion to issue a bench warrant for the defenders’ arrest and sought permission to serve them through substituted means, alleging they had evaded service.

Olumide-Fusika opposed the motion, arguing that his client had always been available and had not evaded service. Demonstrating his determination to clear his name, the senior lawyer prayed to the court to have the EFCC serve the charge and the proof of evidence in the open court.

“This application is unwarranted and speculative. My client has neither avoided service nor absented himself from this matter. The claims of the prosecution are baseless. Since I am here and my client is ready to go ahead with this case, I ask to be served the charge and the proof of evidence here in the court,” Olumide-Fusika argued.

Justice Chukwujekwu Aneke, who presided over the case, dismissed the EFCC’s motion for substituted service on Onasanya since he has accepted to be served in the open court.

The judge consequently ordered that the EFCC serve Olumide-Fusika the charge and proof of evidence in open court.

The EFCC complied with the directive, and Olumide-Fusika who confirmed the receipt of the document extracted a confirmation from the prosecution counsel that the proof of evidence submitted is exhaustive and there wouldn’t be an addendum. The defence counsel said EFCC’s confirmation should be on record, insisting that his client was ready to defend himself and clear his name.

Justice Aneke adjourned the case to February 13, 2025.

It will be recalled that Onasanya, through his Communication Advisor, Mr Michael Osunnuyi, had earlier dismissed allegations, describing the claims as baseless and an attempt to tarnish Onasanya’s stellar reputation for professionalism, integrity and humaneness.

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