Alex Enumah in Abuja
There seems to be no end in sight to the issues arising from the Malabu Oil deal, as some stakeholders in the company on Monday filed a fresh law suit against the federal government, Shell, Agip and seven others over the alleged illegal transfer of their stake in Oil Prospecting Licence (OPL) 245, which was once held by Malabu Oil and Gas Limited before its eventual sale to Shell and Agip.
The stakeholders comprising Malabu Oil and Gas Limited, Alhaji Mohammed Sani Ahmed (Abacha) and Pecos Energy Ltd as the first and third plaintiffs respectively in the suit are challenging what they claimed to be the illegal divestment of their shares in OPL 245.
Others sued alongside the federal government and the two oil multinationals are Mr. Kweku Amafegha, Munamuna Seidougha, Amaran Joseph, the Corporate Affairs Commission (CAC), the Attorney General of the Federation and Minister of Justice, Minister of Petroleum Resources and Department of Petroleum Resources (DPR).
In the suit filed at the Federal High Court Abuja, the plaintiffs are seeking “a declaration that the second and third plaintiffs jointly hold seventy per cent equity shareholding in the first plaintiff (Malabu Oil)”.
Last week, some stakeholders in Malabu Oil, including Mohammed Sani Abacha, in a bid to reclaim ownership of OPL 245 filed a suit against the federal government and others at the Federal High Court.
They had alleged that government reallocated the oil block to Shell and Agip without the consent of Malabu Oil in which they claimed that they owned the largest shareholding.
In the latest suit, the plaintiffs are further seeking “a declaration that the second and third plaintiffs have never divested their respective shares in the first plaintiff and continue to be shareholders and directors of the first plaintiff”.
Other prayers the plaintiffs are asking from the court is the declaration that all the resolutions passed by the purported directors of the first plaintiff and all alterations made to the first plaintiff’s document in its original file at the fourth defendant’s office (CAC) which affected and changed the shareholding structure of the first plaintiff from 1998 to 2010 were unauthorised, illegal, null, void and of no effect.
They are further seeking “a declaration that forms CAC 2 and 7 (Statement of Share Capital and Return of Allotment of Shares) dated 9th June, 2010 prepared and filed by one Ayo Ademola purporting to transfer the second plaintiff’s 10,000,000 shares in the equity of the first plaintiff to one Seidougha Munamuna (second defendant), 6,000,000 shares of one Kweku Amafagha (first defendant) to Amaran Joseph (third defendant), and Hassan Hindu’s 4,000,000 shares to the same Amaran Joseph is illegal, null and void, same having been prepared and filled are without the consent, knowledge and authority of the second and third plaintiffs”.
The statement of claims filed in the court also asked for: “A declaration that the resolution dated 9th June, 2010 purporting to validate the three (3) Shares Transfer Agreements of the same date, 9th June, 2010 purportedly transferring the shares of the second plaintiff to Seidougha Munamuna (second defendant), the shares of Kweku Amafagha (first defendant) and Hassan Hindu to Joseph Amaran (third defendant) are all null and void, not having been authorised by the second and third plaintiffs.”
Also the plaintiffs want a declaration that the purported surrender of Malabu Oil’s title, rights and interest in OPL 245 to the Federal Government of Nigeria under the Malabu Settlement Agreement dated 29th April, 2011, whereby the oil company allegedly relinquished all claims to OPL 245 and agreed to all future actions which the Federal Government of Nigeria may take with respect to OPL 245 is null and void, adding that the said surrender having been carried out on behalf of the first plaintiff by persons who had no authority to so act.
Furthermore, the plaintiffs are praying for a declaration that the subsequent purported allocation of Malabu Oil’s titles, rights and interest in OPL 245 to a consortium of Shell Nigeria Exploration and Production Company Limited (fifth defendant) and Nigerian Agip Exploration Limited (sixth defendant) under a resolution agreement dated 30th April, 2011 is null and void, same having been predicated on the unauthorised surrender of the first plaintiff’s interest in same.
They are therefore asking the court for an order setting aside all other subsequent purported resolution agreements made between the Federal Government of Nigeria, Shell Nigeria Ultra-Deep Limited, Shell Nigeria Exploration and Production Company Limited (fifth defendant), Nigeria Agip Exploration Limited (sixth defendant) and the Nigerian National Petroleum Corporation (NNPC), predicated on the Malabu Settlement Agreements transferring the first plaintiff’s interest in OPL 245 to Shell Nigeria Exploration and Production Company Limited (fifth defendant) and Nigeria Agip Exploration Limited (sixth defendant).
The plaintiffs are also asking the court for an order setting aside the letter dated 11th May, 2011 with reference no: HMPR/07/01 addressed to the Managing Director of the sixth defendant titled RE: OPL245 Resolution Agreement/Letter of Award signed by the then Hon. Minister of Petroleum Resources, Diezani Allison Madueke to grant approval for the said award of OPL 245 jointly to Shell Nigeria Exploration and Production Company Limited (fifth defendant) and Nigerian Agip Exploration Limited (sixth defendant).
The plaintiffs also want a declaration that Malabu Oil is the holder and continues to hold all the titles, rights and interests in OPL 245.
In the plaintiff’s joint statement of claims, it stated among others that the issued share capital upon incorporation of Malabu Oil was N20 million divided into 20 million ordinary shares with a nominal value of N1 each and the equity of the oil company shared amongst its initial subscribers and their respective holding was as follows: Mohammed Sani – 10m shares (50%); Kweku Amafegha – 6m shares (30%) and Hassan Hindu – 4m shares (20%).
The plaintiffs also averred that the Articles of Association of the oil company prescribes that the shares are transferable by written instruments signed by the transferor to the transferee and the transferor remains the shareholder until the transfer is entered in the first plaintiff’s register of members.
The plaintiffs said that neither the second plaintiff nor the third plaintiff has ever signed any instrument, document or allowed any documents to be signed on their behalf purporting to transfer their original shares in the equity of the plaintiff.
More so, the plaintiffs in their particulars of fraud stated “that the first to the third defendants and their cronies fraudulently altered the shareholding structure in the equity of the first plaintiff in the years 1998, 2000, 2006 and 2010 without the authorisation, consent and knowledge of the second and third defendants”.
They further claimed that the sum of $1,092,000,000.00 was paid into a Federal Republic of Nigeria domiciliary escrow Account No. 41454193 domiciled in JP Morgan Chase Co. London to be passed to Malabu Oil and Gas as consideration for the surrender of its asset (OPL 245), which was frittered away by Amafagha, Seidougha and Chief Dan Etete and that Malabu Oil did not benefit a dime from the transaction.
It was also averred that the AGF and Minister of Petroleum Resources connived with some officials of the federal government without regard to due process, caused and facilitated the execution of the illegal surrender and purported reallocation of OPL 245 to Shell and Agip and the subsequent transfer of the compensation from the FGN account to the first-third defendants.
A date is yet to be fixed for hearing of the suit.