Prof Fabian Ajogwu (SAN), one of Seplat Energy Plc’s non-executive directors, has resigned from the company’s Board.

Ajogwu’s resignation comes amid the Nigerian Immigration Service’s court case against Seplat and its Directors (including himself).

According to a reliable source, Professor Ajogwu resigned on Friday, and “his untimely resignation may not be unconnected with the external interferences on the affairs of the company targeted at the board.”

The Nigerian government had filed criminal charges against the defendants in suit No. FHC/AB/CR/149/2023 for allowing Mr. Roger Brown, a British national, to accept employment as the CEO of Seplat Energy PLC without the statutory approval of the Controller-General of Immigration.

“Also, for conspiring among yourselves to allow Mr. Roger Brown take over business as CEO of Seplat Energy PLC without the consent of the Minister of Interior, allowing Mr. Roger Brown, a non-Nigerian to accept employment as CEO of Seplat after withdrawal of his visa, resident, and work permits, and for refusing to apply for the Comptroller-General of Immigration’s approval before employing Mr. Brown both as Chief Finance Officer and CEO, contrary to the extant provisions of the Immigration 2015,” the charge partly read.

But in a sudden twist last Thursday, the company announced that the Nigerian Government had withdrawn the charges vide a Notice of Withdrawal/Discontinuance of legal action by the Nigeria Immigration Service dated 6th April.

The Nigerian government has yet to respond, though some civil societies have stated that the trial must continue and that the notice was false and misleading.

According to reports, Ajogwu resigned as an independent non-executive Director of Seplat, citing recent events and deliberate external interference that prevented him from carrying out his fiduciary and statutory duties.

“Ajogwu’s short stay on the board from July 2021 to April 2023 saw him bring the benefit of corporate governance experience from his works and teachings, including the benefit of having drafted Nigeria’s pioneer code of corporate governance, chaired NCC telecoms Code and assisted with the National Code of Corporate Governance as a member,” one of the staff members said.

“In the Federal Government letter, it was stated clearly that Mr. Brown did have the necessary papers (especially CERPAC) to work in Nigeria and his visa, resident and work permits were revoked, while the Federal Government also declared a persona non-grata. Did Omiyi, Prof. Ajogwu, not go on in line with the vote of confidence to encourage Mr. Brown to continue to defy Nigerian laws and government by continuing to function as a CEO even as lately as 14th April 2023.

“Can Ajogwu, as a Nigerian do such in the UK? His claim to be a professor of good governance did not show in his stint at Seplat,” another staff member queried.

Shocking details of the questionable financial dealings by the Lebanese partner of Setraco Nigeria Limited (SNL), Engineer Said Fayez Khalaf, which were allegedly calculated to shortchange his Nigerian partner, the late Alhaji Inu Umoru, have emerged.
They form the grounds of the suit instituted by the family of the late construction mogul against Engineer Khalaf.
In a related development, Khalaf and his proxies have allegedly made moves to obtain an ex-parte order to freeze the bank accounts of SNL in order to disrupt the company’s businesses and operations, moves that the management was said to have urged the judiciary to reject. The management, as learnt, would want Khalaf and his proxies to approach the court by way of a Motion on Notice.

One of the questionable financial wrongdoings that have emerged concerned the subcontracting of civil engineering works to one of Engineer Khalaf’s shell entities, Foundation Tech Limited (FTL).

According to the record, FTL has received contracts up to the value of N1, 167,000,000:00 and USD10, 620,785:00 through a non-competitive bidding process with payments made through dummy names.

Khalaf is also alleged to have assigned contracts won by SNL to other companies in which he has interests without the consent of the board of SNL and also without proceeds shared with SNL.

Listed among the other entities are Setramech/Levant Construction Company Limited and Rockbridge Construction Limited.

SETRACO

Khalaf is said to unilaterally fix a charge ranging from 7-15% of contract fees on all revenues (including unearned revenue like mobilization for awarded contracts) of SNL as “service fees”, thereby earning double compensation for his role as a director.

According to the claim before the court, the total of such fees earned from February 18, 2008 to July 6, 2015 when it was discontinued, following the intervention of the son of the late Chairman, Alhaji Inu Umoru, who is the new chairman, Engineer Abu Inu Umoru, amounted to approximately USD27 million.

Another sore point was the use of SNL’s assets to realize the objectives of Engineer Khalaf’s other business interests without paying for such use. Cited as an example was Sunrise Estate Development Limited being one of such entities that enjoy a pre-financing privilege from SNL and which today exceeds N1.2 billion with some of the certificates past due by over five years.

It was claimed that SNL got four road contracts from the Kwara State Government from 2004 to 2012 totaling a contract sum of N8.43billion, which were seconded for execution to Setramech/Levant without the knowledge of the partner, Alhaji Inu Umoru (deceased). Khalaf was accused of deploying SNL’s funds, equipment and personnel in executing these contracts.

When one of the Nigerian staff members started asking questions about how the expenses were to be reported, Khalaf ordered that Setramech/Levant personnel be made signatories to the SNL’s GT and Diamond Bank accounts opened for the projects, thus keeping the SNL personnel in the dark; but records have it that Khalaf was the sole beneficiary of the proceeds of the contracts.

According to available records, the initial funds amounting to N779m spent on the first two contracts by SNL were never recovered back to the coffers of company.

Going by the claims before the court, SNL built a metallurgical fabrication workshop at Mpape to aid in the production of formwork and other ancillary fabrications, but that Said Khalaf floated a company then called Global Equipment Solutions (GES) Limited and instructed that the new company should take over the assets of SNL workshop in June 2009.

According to further claims, the value of the workshop (aside the building) was N82.6 million, and that without revaluation of the assets and consent of Alhaji Inu Umoru, Khalaf caused SNL to cede the entire workshop to GES at a paltry sum of N54 million.

Furthermore, it was claimed that GES started fabricating for SNL without a contract but forwarded debit notes at will without proper accounting procedures.

SNL, as claimed, paid N2.53 billion to GES from 2009 to 2017 for mostly unverifiable jobs; in addition to the claim that the liquidated GES in 2017, when SNL’s financial situation could no longer support the pilfering, sold all the equipment including the restaurant furniture and fittings, which had nothing to do with the workshop, without paying their net indebtedness to SNL, which is currently in excess of N379 million.

The other claims, among many more, are as follows:

· That Said Khalaf incorporated over 25 different companies within and outside Nigeria in the last 41 years to do business solely with SNL without informing his partner and without approval of the board of SNL. The total sum, owed by these companies to SNL with verifiable evidence, is in excess of N4.0billion while those with inconclusive evidence are in excess of N5.0billion

· That he (Khalaf) engineered a kangaroo technological support deal by which he claimed to be rendering technical support via Setraco International Holding (SIH) to SNL; and, that the deal was non-existent on ground but only on paper with a view to siphoning SNL’s funds to Lebanon.

· That through the deal, SNL supposedly owes about N3.5billion. This is outright fraud.

· That bank accounts were opened in the name of SNL in Bank of Beirut and Lebanese Swiss Banks in Beirut, which only Engineer Khalaf and his family members/surrogates operate without accountability. All signatories to the accounts are Lebanese and non-resident in Nigeria.

· That bank statements of account are never sent to Nigeria at their instruction but only excel worksheets from the Lebanese Finance Director to the Chief Accountant for reconciliation purposes; and, that the implication of this is that drawings from the accounts are shrouded in secrecy.

It would be recalled that having failed in their alleged ploy to stop bankers and vendors from doing business with the company, Khalaf and his proxies issued a public notice in ThisDay, The Guardian, Daily Trust and The SUN from 17th to 22nd September, 2019, claiming to be majority shareholders and that they shall not take responsibilities for any liabilities created by the current management of the company because of the ongoing litigations in Court.

The management’s disposition to their action was that it was clearly sub judice.

A top source in the company said “Unfortunately, they have yet again failed woefully to achieve their objective.”

The source confirmed that “their (Khalaf and his proxies) next cause of action is to go to a remote court to procure an expert interlocutory injunction restraining banks in Nigeria from doing business with the Company.

“Since the implication of such an order will have devastating effects on the activities of the Company, the management urges that no Nigerian Court should entertain such a bizarre request except it is coming by way of a Motion on Notice.”

“The fact is that the other stakeholders in SNL, aside the shareholders, are much more numerous and far more important to be ignored by some aggrieved shareholders who are hell bent on killing the Company because they can no longer carry out their dubious and fraudulent activities.”

It was a terrible day for religion in Nigeria this past week as the overseeing Bishop of the Living Faith Churches, David Oyedepo, and the man at Adoration Ministries, Enugu, Fr. Ejike Mbaka, made various gaffes in their sermons that caught the attention of Nigerians. What might have been more tragic about these statements was that these popular charismatics ministers may not have realized the mistakes in their statements. Instead their followers have stood with them, while the pastors utilize age old silence to subdue their critics who have drawn their attention variously to these matters.

David Oyedepo, while ministering to members of his church at Otta, Ogun State, spoke of the growing rumour among Nigerians that an impersonator has taken the place of Muhammadu Buhari, the Nigerian President, at the nation’s seat of power in Abuja. To lend credence to his position, Oyedepo quotes Olatunji Dare article of 27th November, 2018, titled “Buhari’s Double”. Oyedepo, reading from a script, said:

“This disturbing information came from the Nation Newspaper of Tuesday, 27th November 2018, written by one Olatunji Dare, exploded with ‘authoritative assertions’, he said, claiming among others: That President Buhari had died in the U.K. in 2017, whilst he was undergoing medical treatment. HOW? That the entrenched cabal in Aso Rock had procured ‘President Buhari’s double’ in Sudan and pressed him to serve as Nigerian President. What? That the representatives of the ‘Jubril’ family having discovered the gigantic swindle, suddenly showed up in Abuja and demanded to be compensated with power-sharing arrangement at the Federal level in perpetuity plus 50% of Nigerian oil revenues for 10 years in the first instance.”

What the Bishop read was precisely what Mr. Dare wrote. What the revered minister failed to see in the write up was the satire in the whole piece. Olatunji Dare had been discussing the matter of Nnamdi Kanu and his propagating of the “Buhari Double” rumour. Mr. Dare, in his bid to make Kanu’s position sound even more ridiculous, went further to say that the family of Buhari’s impersonator, Jibril, were blackmailing the Nigerian government on the whole matter. Dare made up the satire to make Kanu’s position sound preposterous. This is what David Oyedepo read to his congregation as news!

The other gaffe that made the news in the past week was the one from Fr. Ejike Mbaka of the Adoration Ministries, Enugu. The revered Catholic Charismatic pastor did not conceal his love for money when he took the Nigerian president through his legendary caustic tongue. Mbaka said that he had prayed for the recovery of President Buhari and in return the President should have come to Adoration Ministries to “thank God”. He said no one cheats God and goes free. He warned that Buhari’s illness may return if the President did not come to him and offer thanksgiving.

While many where still in the dark as to the nature of the gratitude the President should offer, Mbaka embarks on a tirade of other political figures. He says that Peter Obi is stingy. That all he could offer his ministry was a miserly half a million naira. He said:

“(Gov. Dave) Umahi (of Ebonyi State) donated 1,000 bags of rice and 1,000 tubers of yam to us, but it meant nothing to me until he handed N10 million cheque to me and promised to build a project for the ministry. This is the type of gesture we require from Obi.”

At the end of the tirade, it was clear that pecuniary reasons were the factors that were engendering the latest statement from the popular Enugu reverend father.

These two incidents have quite unexpectedly revealed certain realities about popular figures in Nigerian religious life. Speaking on the incident, Bamidele Ademola-Olateju gave this advice on her Facebook wall: “…Good education is sweet! Read classics, great biographies & good fiction. You can’t achieve depth by reading; Rich Dad, Poor Dad…” She was saying, in other words, that if David Oyedepo was adept in reading, beyond the prosperity/faith jargon he writes, he would have recognized satire from what Olatunji Dare wrote.

The fact of the matter is that some of the least informed set of people in the country today are Pentecostal Pastors and their followers. Beyond whatever professional career they may be involved with, Pentecostals do not read anything but Prosperity/Faith theological books. At the end, they are usually wholly uninformed when it comes to dealing with other matters in the real world.

On the other hand, and quite unfortunately, Fr. Ejike Mbaka has revealed what many of us have long suspected is the underlying motive for his kind of ministry: MONEY. Mbaka spoke from the abundance of his heart, and since Catholic Charismatics are usually not the object of criticism in the religious sphere, he felt free to speak about the pecuniary undertone of his ministry. Unfortunately for him, he revealed too much.

In November this year, I was in Enugu to market my book Victor Banjo. My friends, who were taking me around to see the city, pointed out to me that Mbaka’s bottled water Aqua Rapha was the leading bottled water company in Enugu and environs. In fact it was initially named Healing Waters. But NAFDAC had a running battle with Mbaka and forced him to change the name, so that the public are not deceived to using the water for healing purposes.

Yet, the bottled water is all that Enugu folks drink. Why? They hold that Mbaka’s healing powers are in the water. Besides, the term “Aqua Rapha” is still “healing water” in Greek. That experience with Aqua Rapha remains the only let down to my wonderful experience while visiting the beautiful city of Enugu.

What is my point?

For too long we have centred our attention on Pentecostals and their use of God to make money in ministry. Very few people are commenting on Catholic Charismatics. The fact, as revealed in the latest Mbaka gaffe, is that there is practically no difference in all of them. Mbaka is in this thing for the money; just like his Pentecostal counterparts.

The lesson is simple: men’s hearts are revealed from the multitudes of the words they proclaim. The wise speak little so as to reveal less folly. The foolish utter it all to his own disgrace. It was a terrible day for religion in Nigeria with these various gaffes from David Oyedepo and Ejike Mbaka.

By: Deji Yesufu, the author of the book Victor Banjo. He can be reached on newdejix@gmail.com