Seplat Fights Orjiako Back with N5bn Suit 

Business Law

There are indications that the last has not been heard concerning the circumstances that led to the suspension of the Chief Executive Officer of Seplat Energy Plc, Mr. Roger Brown, as the oil company appears to be fighting back by instituting a N5 billion suit against its former Chairman, Dr. ABC Orjiako, writes Wale Igbintade 

To many keen observers in the oil and gas industry, the recent suspension of the Chief Executive Officer (CEO) of Seplat Energy Plc, Mr. Roger Brown, by a Federal High Court in Lagos was an indication that all is not well between the oil company and its former Chairman, Dr. ABC Orjiako. Many are of the view that there is a lot more than meets the eye.

On March 8, 2023, the federal government revoked Brown’s visa, residence, and work permit. 

The government stated that the decision was made due to allegations of racism, favouring foreign workers, and discrimination against Nigerian employees. 

While this was going on, a Federal High Court in Lagos presided over by Justice Chukwuejekwu Aneke suspended Brown from parading himself as the CEO of the company pending the determination of a suit instituted against him and others by aggrieved stakeholders of the company over allegations of racism, favouritism of expatriate workers, discrimination against Nigerians, and breach of good governance.

The interim orders are premised on allegations of unfair, prejudicial, and offensive acts by the Chairman, CEO, and all of the Independent Non-Executive Directors (INEDs) of Seplat Energy.

But the company swiftly refuted the allegations and noted that since Brown became CEO in 2020, Nigerian nationals have been appointed to the company’s most important positions, including Chairman, Senior Independent Non-Executive Director, Chief Financial Officer, and Chief Operating Officer.

In a statement signed by its Chairman of the Board of Directors, Mr. Basil Omiyi, Seplat added that the allegations were spurious and that it was a vindictive reaction to the Board’s enforcement of corporate governance standards and a determination to continue to uphold their fiduciary duties and loyalty to the company. 

The board went further to unanimously passed a vote of confidence on Brown as the CEO, adding that it would follow the due processes of law in responding to the allegations before the courts. At the same time, the company said it would continue to maintain its operational excellence and act in line with the best corporate governance standards.

“The board believes these allegations are a spurious and vindictive reaction to the board’s enforcement of corporate governance standards and a determination to continue to uphold their fiduciary duties and loyalty to the company. The board of Seplat Energy has unanimously passed a vote of confidence in Mr. Brown as the CEO,” Seplat said.

“The order allows the chairman, Mr. Basil Omiyi, and all the INEDs of Seplat Energy to continue running the affairs of the company on the basis that it is following Nigerian law. Mr. Brown has delegated authority to Mr. Samson Ezugworie, chief operating officer, to act as CEO during the period that he is required to step back from his executive duties.

 “The injunction was filed by Messrs. Moses Igbrude, Sarat Kudaisi, Kenneth Nnabike, Ajani Abidoye, and Robert Ibekwe, who purport to have shares in Seplat Energy Plc.

“Seplat will follow the due processes of law in responding to the allegations before the courts.”

Already, Seplat Energy Plc through its counsel, Chief Wole Olanipekun SAN, has approached the court, seeking an order to set aside the suspension. The court has fixed March 30, 2023, to rule on the preliminary objections and other applications filed before it.

But sources in Seplat informed THISDAY that Brown’s travails were carefully machinated and instigated by Orjiako, acting through his company Amaze Limited when he knew that the Consultancy Agreement between Seplat and the company was going to be terminated.

To further revealed that it knew where the crises in the company were coming from, Seplat Energy a statement last Thursday, said it had terminated a consultancy agreement with Amaze Limited. It added that it unanimously terminated the consultancy agreement on February 13, 2023, after several warnings of infractions including “unilaterally making significant commitments on Seplat’s letterhead without prior board authority or knowledge.

It noted that Amaze Limited was required to offer specified support with some external stakeholder engagements after exiting the board last year according to details of the pact. 

“This course of action was necessary to protect the company and its shareholders, directors, and officers from potential and increasing liability arising from the conduct of the consultants, Dr. Orjiako and Amaze Limited,” the document said.

Meanwhile, in the court document obtained last Thursday, Seplat sued Orjiako over alleged misrepresentation. In the suit, Orjiako was also accused of acting unilaterally when, “without the consent of the firm’s board of directors”, he communicated with the federal government about a $300 million business transaction.

Seplat Energy is the sole plaintiff in suit no FHC/ABJ/CS/386/2023, whereas Orjiako and Amaze Limited are the first and second defendants respectively.

In a writ of summons filed before the Federal High Court in Abuja on March 21, 2023, the company demanded the sum of $5 billion in damages “for deceit and false representation against the plaintiff”.

Seplat sought a declaration that the defendants acted in contravention of the Companies and Allied Matters Act (CAMA) and the operation of the plaintiff when the first defendant unilaterally issued a letter dated December 22, 2022. 

It said the letter was purported to be “from the plaintiff to the president of the Federal Republic of Nigeria and the minister state for petroleum resources without the approval of the plaintiff or its board of directors”.

Seplat, in the suit filed by its lawyer, Mathew Burkaa (SAN), prayed to the court for certain reliefs.

Consequently, the plaintiff prayed the court for “An order restraining the 1st and 2nd defendants, (Orjiako, and Amaze Limited) from carrying out in the name of the plaintiff any action and/or making any representation or committing the plaintiff without the express approval of the Board of Directors of the plaintiff first formally sought and obtained.

“A perpetual injunction restraining the 1st defendant from using the letterhead of the plaintiff in making any representation on behalf of the plaintiff or committing the plaintiff to any transaction or deal without the express and formal approval of the plaintiff via its Board of Directors.

“Damages in the sum of N5 billion only against the 1st and 2nd defendants jointly and severally for deceit and false representation against the plaintiff.”

The plaintiff is also seeking “A declaration that the defendants acted in contravention of the CAMA and the operation and regulation of the plaintiff when the 1st defendant unilaterally issued a letter dated December 22, 2022, purporting same to be from the plaintiff to the President of the Federal Republic of Nigeria and the Honourable Minister of State for Petroleum Resources without the approval of the plaintiff or its Board of Directors.

“A declaration that the 1st defendant’s action of issuing the unauthorised letter dated December 22, 2022, and making far-reaching commitment therein is a usurpation of the powers of the Board of Directors of the plaintiff and therefore offends the provision of Sections 87(1) of the CAMA 2020 and the Articles and Regulations of the plaintiff.”

No date has been fixed for the hearing of the suit.

However, Orjiako has denied any wrongdoing. In a clarification done on his behalf by his legal adviser, Senator Ikechukwu Obiorah, Orjiako stressed that the company was already benefitting from the values created by the letter to the presidency.

He also said he had instructed his lawyers to take the necessary legal steps, including seeking appropriate damages from those behind what he described as “mischief”.         

In the reaction titled, ‘The so-called law suit against Dr ABC Orjiako, the pioneer Chairman of Seplat Energy Plc’, issued by his legal adviser, the business mogul clarified: “The attention of Dr ABC Orjiako – the pioneer Chairman of Seplat Energy Plc – has been drawn to the various malicious newspaper publications, the last being of the so-called Law Suit filed by some disgruntled persons claiming to be acting in the interest of the company.

“Dr ABC Orjiako, the Co-founder of SEPLAT under the written authorisation of the Board of Directors of SEPLAT, had the mandate to manage certain specific stakeholders of the company in respect of the transaction which necessitated the subject communication. Due to the misinformation and mischief intended by those publications, it has also become necessary to set the record straight.

“The letter referenced in the publications was written following appropriate discussions and was strictly for and in the best interest of SEPLAT. Also, the authorisation in the said letter expressly identifies Dr Orjiako as the pioneer chairman.