At Last, Seplat Energy  Survives Boardroom Intrigues

Business Law

After several months of boardroom intrigues and power struggle over who controls the soul of one of the leading indigenous oil and gas companies in the country, Seplat Energy Plc, common sense has prevailed and peace has been restored, writes Wale Igbintade  

Almost three months after the withdrawal of the working permit, Combined Expatriate Residence Permit and Aliens Card (CERPAC) and other visas for the entry or stay in Nigeria of the Chief Executive Officer (CEO), Seplat Energy Plc, Mr. Roger Brown, the company last week announced that the Ministry of Interior and the Nigeria Immigration Service (NIS) had restored his immigration documents.

The Ministry of Interior had in a letter dated March 3, 2023, signed by the Director II, Citizenship and Business, Akinola Adesina, announced the revocation of Brown’s immigration documents based on allegations of racism, prejudice, discrimination and improper immigration status made by certain individuals parading as concerned workers and stakeholders of Seplat Energy Plc”.

However, in a statement signed by Seplat Energy’s Board Chairman, Basil Omiyi, last week, the company said the Ministry of Interior and the Nigeria Immigration Service (NIS) had restored Brown’s immigration documents.

Omiyi added that during the travails, the company cooperated fully with the verification checks conducted by the immigration authorities, which resulted in restored immigration status of Brown. 

“In view of the restored immigration documents, Brown can now validly enter, work, and stay in Nigeria and today has resumed his position as CEO of Seplat Energy. The Board and management of Seplat Energy Plc are pleased that Mr. Brown has resumed in his role as CEO, as the company continues to make strong strides in delivering its 2023 operational targets,” he said.

The boardroom crisis that rocked the foremost indigenous energy company had resulted in a floodgate of litigations. However, the company and its board members continued to support Mr. Brown through his ordeal, and he kept exercising his duties as the company CEO from the UK office, despite the withdrawal of his work permit.

 The crisis in the company was said to have erupted when it terminated the consultancy agreement it signed with Amaze Limited, a firm promoted by its former Chairman, Dr. ABC Orjiako. Seriously aggrieved, he reportedly enlisted some shareholders to fight the company.

However, several suits instituted against the company and its officials at the Federal High Court in Lagos and Abuja respectively have been struck out, the same having been withdrawn by the petitioners. 

For instance, sometime in April 2023, the Nigerian Immigration Service dropped all charges against Seplat. The company also announced that the Lagos Division of the Federal High Court has vacated the ex parte interim orders against Seplat, its Chief Executive Officer, and its Board Chairman.

The aggrieved minority stakeholders of the company had in their application filed before the court sought to withdraw their suit against the company, the Chief Executive Officer, Mr. Roger Brown, and the Chairman, Board of Directors, Mr. Basil Omiyi, over alleged racism. They had alleged that Brown was running the affairs of the company in an illegal, unfairly prejudicial and oppressive manner.

They equally sought orders restraining the company’s Managing Director and Independent Non-Executive Directors from allegedly running its affairs unfairly.

But surprisingly, at the resumed hearing of the substantive suit, the petitioners’ counsel, Mr. Ayodele Arotiowa, informed the court that his clients wanted to withdraw the suit, adding that they were no longer willing to continue with the case. 

Consequently, Justice Chukwuejekwu Aneke struck out the suit and ordered the petitioners to pay N1 million to the second and third respondents.

Also, less than one week after the aggrieved minority shareholders of the company filed a notice of discontinuance at the court in Lagos and withdrew their suit against the company and its management, a similar application was made at the Federal High Court in Abuja, presided over by Justice Inyang Ekwo.

The minority shareholders in their notice of discontinuance served on the defendants, urged the court to strike out the suit since they have no intention to continue with further hearing of the suit.

The minority shareholders had in a suit numbered FHC/ABJ/CS/626/2023 filed by Juliet Ebere Nwadi Gbaka, Margaret Awobusuyi Funmilayo and Clement Akaeme as 1st to 3rd plaintiffs respectively alleged that the 2nd to 10th defendants mismanaged and breached the company’s corporate governance documents.

Also joined in the suit are the Securities and Exchange Commission (SEC), Corporate Affairs Commission (CAC), Datamax Registrars Limited and PricewaterhouseCoopers Limited as 11th to 14th defendants respectively.

The suit was adjourned for hearing of the pending applications, which include the defendants’ motion for a stay of execution as well as a motion challenging the jurisdiction of the court to entertain the suit, however, the petitioners served the defendants’ motion to discontinue the suit.

Recall that Justice Inyang Ekwo had in an ex-parte order suspended the Managing Director, Mr. Roger Brown, Board Chairman, Mr. Basil Omiyi and directors and secretary of the Board of Seplat Energy Plc, pending the hearing and determination of the motion on notice filed by three aggrieved shareholders.

The court also gave an order compelling SEC to constitute and appoint suitable persons to run the affairs of the oil company, pending the hearing and determination of the motion on notice filed by the shareholders.

Dissatisfied, Seplat Energy appealed against the ruling before the Abuja Division of the Court of Appeal and prayed the appellate court to set aside the lower court’s ruling in Suit No. FHC/ABJ/CS/626/2023.

The ex-parte application with Appeal No: CA/ABJ/PRE/CV/534MI/2023 was filed by Seplat’s team of lawyers led by D.D. Dodo, Bode Olanipekun and Audu Anuga, all Senior Advocates of Nigeria (SAN). 

In a further affidavit in support of motion ex-parte, deposed to by Adoga Moses, a Litigation Clerk, in the employment of Wole Olanipekun & Co, the appellant stated that out of 588,444,561 issued shares of the appellant/applicant, the plaintiffs at the lower court have cumulative shares of 131 units.

In breaking it down, the deponent stated that the 1st plaintiff has 100 units of shares while the 2nd and 3rd plaintiffs have 31 and 30 units respectively.

According to him, “the cumulative percentage shareholding of the plaintiffs who have obtained disruptive orders against the applicant amounts to 0.00002736 per cent.

“The action of the plaintiffs and the orders granted by the lower court has the implication of diminishing the share value of the applicant who has dual listings on the Nigerian and London Stock exchanges as well as causing panic in the capital market and reducing investor confidence.

 “The applicant is at the risk of irreparable damage to its brand, business, investor equity, contractual and statutory obligations if the orders sought are not granted.

‘’It is in the interest of justice to grant this application and the balance of convenience tilts in favour of the applicant.

Seplat had in its motion on notice argued that it has been the subject of various disruptive shareholder actions qua petitions including Suit No. FHC/L/PET/402./2023 – Moses Igbrude & Ors v. Seplat Energy Plc & Ors. filed at the Federal High Court, Lagos Judicial Division on 8th March 2023; Suit No. FHC/ABJ/PET/8/2023 – Boniface Okozie & Ors v. Seplat Energy Plc & Ors. filed at the Federal High Court, Abuja judicial division on 13th April 2023; and Suit No. FHC/ABJ/PET/626/2023 – Juliet Ebere Nwadigbaka & Ors. v Seplat Energy Plc & Ors. filed on 9th May 2023.

The company further stated that in Suit No. FHC/ABJ/PET/8/2023, the petitioners filed a motion ex-parte seeking to restrain the officials and directors of the appellants from continuing to operate in their employment capacities and upon hearing the said application on 18th April, 2023, the court refused to make same and ordered that the appellants be put on notice.

Ruling on the application a three-man panel of the Appeal Court comprising of Justices Muhammad Mustapha, (presiding), Justice J. G. Abundaga, and Justice D. Z. Senchi, suspended the enforcement of the ex parte orders granted by the Justice Ekwo pending the hearing and determination of the motion on notice dated  May 12, 2023 and or pending further directives of the court.

Surprisingly, despite these challenges, it did not affect the company. In its 2023 first quarter results, it reported higher revenue of 36.9% to $331 million. 

The company also reported a pre-tax profit of $86.1 million representing a 3.2% jump over the same period in 2022. 

Clearly, the bulk of staff at Seplat cannot wait enough to have Brown back at his seat to continue the reformative standards and objectives he has been setting and achieving for the company.