OMSL: As Tunde Ayeni, Capt. Hosa Okunbo Square off

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BUSINESS/FOCUS

Former Chairman of the defunct Skye Bank, Mr. Tunde Ayeni petitions the Economic and Financial Crimes Commission, EFCC, alleging ‘company hijack’ and various financial crimes against his erstwhile buddy and business partner, OMSL Chairman Captain Idahosa Okunbo. Louis Achi examines the unfolding narratives and whether Ayeni is attempting an astute business coup or embarked on a flight of fancy?

A boardroom coup is a sudden and often unexpected takeover or transfer of power of an organisation or company. The coup is usually performed by an individual or a small group usually from within the corporation in order to seize power. In the cloak and dagger manoeuvres of the corporate world, such Machiavellian gaming is not strange.

Against this backdrop, the former Chairman of the defunct Skye Bank (now Polaris Bank), Mr. Tunde Ayeni’s carefully crafted petition to the Economic and Financial Crimes Commission, EFCC, against his erstwhile friend and business partner, the hugely influential OMSL Chairman Captain Idahosa Okunbo, alleging ‘company hijack’ and other financial underhand transactions suggests a boardroom coup. What are the facts?

In a petition dated December 7, Femi Falana SAN, counsel to Ayeni, asked the EFCC to investigate “gross mismanagement and criminal diversion of company funds” by Capt. Idahosa Okunbo, his business partner with whom he said he founded Ocean Marine Solutions Limited. Ayeni alleged that Okunbo, whom he claimed had been his partner since 2003, misled him and took over control of the company while he was undergoing a court trial, which he said had distracted him.

The petitioner said he and Okunbo (more fondly addressed as Capt. Hosa) invested in the Ibadan Electricity Distribution Company (IBEDC), but his partner moved the company’s account to another bank and abandoned repayment of a $100 million loan used to fund the acquisition of the power firm.

Further according to Ayeni’s counsel, “Subsequently, Capt. Hosa Okunbo told our client that all accounts of the businesses that he was involved in for which he was a signatory, was being rumoured to be closed because of the trial our client was facing, and it was important for him to step aside from the Ocean Marine and its subsidiaries’ structure and hand over to him, so that he could protect the income sources as that was the only source of income with which to fund the faithful repayment of the gross liabilities, which were well over $150 million owed to a consortium of banks led by Polaris Bank over the acquisition of the IBEDC and the YEDC DisCos as at the time.

“Our client agreed to the advice and did not doubt Capt. Hosa Okunbo’s sincerity and intention to act in good faith, based on the trust our client had in him as they had both been working and partnering together since July 2003.

“At no point was an actual sale of his interest in Ocean Marine Solutions Ltd or any of its subsidiaries or affiliates ever discussed, but Capt. Hosa Okunbo is trying to use the gentlemen’s arrangement to forcefully take over his holdings of the Company whose monthly income is about $9 million.

“However, since the suggestion was effected, our client does not receive emails and briefings from the group in respect of the businesses and finances any longer, but our client was getting the monthly allowance they had agreed to be paying themselves and his wife’s monthly allowance which was $350,000 and about N12.5 million for our client and $25,000 for his wife.

“Our client has since discovered a lot of stealing and diversion, as well as gross mismanagement of large sums of money belonging to the Company. When our client confronted Capt Hosa Okunbo, he had no defence whatsoever but claimed that he had bought our client out of the Company and that he cannot complain.”

Ayeni’s petitioner alleged that sometime in 2007, himself, Okunbo, Joe Aikhomu, represented by his father, Admiral Augustus Aikhomu, and Gareth Dooley came together to form a company called Ocean Marine Security Limited. He said the company later changed its name to Ocean Marine Solutions Limited.

According to him, Okunbo holds 46 per cent shares in the company, he, Ayeni, holds 35 per cent, Dooley holds 14 per cent, while Aikhomu held five per cent. Ayeni said himself and Okunbo acquired Aikhomu’s shares after his demise. After his death, Aikhomu, who was the founding chairman, was replaced by Okunbo as chairman.

Ayeni further stated that the company incorporated four other subsidiaries and invested in Ibadan Electricity Distribution Company as well as Yola Electricity Distribution Company. He also accused his estranged partner of refusing to pay back $2 million he took from the company to fund “the current Liberian president’s election”.

But if Ayeni thought his moves had impressed his erstwhile partner whose affableness and innate humility hide inner steel, it was a major miscalculation. Deploying compelling facts and comprehensive documentation, Capt. Hosa reputed to value integrity highly simply tore Ayeni’s accusatory homily to shreds.

Capt Hosa Fights Back…

Reacting swiftly to the multitude of allegations against Okunbo and OMSL, through a formal press statement dated December 17, the Management of OMSL specifically stated that Ayeni was no longer a part of either OMSL or its associated companies as he resigned since in 2018 after selling all his shares. “The attention of the Board of Ocean Marine Solutions Limited (OMSL) has been drawn to several petitions written to various Government Agencies and widely circulated online, written, authored and orchestrated by Dr. Olatunde John Ayeni, a former Director and shareholder of OMS,” the statement read in part. There is more.

The statement signed by Rear Admiral Joseph Omozuya Aikhomu (Rtd.) (Director), Rear Admiral Aminu Oyone Ikioda (Rtd.) (Director), Mr. Oyelakun Oyekunle (Director), Mr. Garth Dooley (Shareholder) and Mrs. Mnena Bara-Hart (Company Secretary) emphatically described Ayeni as “a meddlesome interloper seeking to blackmail Okunbo at this time of his ill-heath for financial benefit.”

In their words: “The Board of Directors of OMS with a view to setting the records straight and to prevent Government Agencies, Clients of OMS and the general public from been misled by the false stories hereby states as follows:

• That Dr. Olatunde John Ayeni is no longer a Director of OMS and any of its Associated Companies having resigned from OMS since August 2018.

•That Dr. Olatunde John Ayeni is no longer a shareholder of OMS and its Associated Companies having sold and transferred all his shares and interests to Wells Property Development Company Limited for valuable consideration since 2018.

• That Dr. Olatunde John Ayeni has not been involved and connected in the management of OMS since 2018 when he resigned from the Board and sold his shares.

•That Dr. Olatunde John Ayeni became aware in September, 2020 that the Chairman of OMS Capt. (Dr.) Idahosa Wells Okunbo had health issues and was undergoing treatment in London and has since that time started making false claims that he is still a part of OMS.

•That the Board of OMS has implicit and unshaken confidence in all the steps taken by Capt. (Dr.) Idahosa Wells Okunbo in managing the affairs of the company and the lofty heights to which he has taken the company.

• The Board commends and appreciates Capt. (Dr.) Idahosa Wells Okunbo for his selfless and personal efforts in managing the affairs of the company and the use of his personal resources in meeting operational financial shortfall in the company.

• The company states unequivocally that its accounts are in good and correct order and its funds are intact and not missing, misappropriated or otherwise mismanaged.

• The Board has passed a vote of confidence on Capt. (Dr.) Idahosa Okunbo.

• Dr. Olatunde John Ayeni is a meddlesome interloper who is seeking to blackmail Capt. (Dr.) Idahosa Wells Okunbo at this time of his ill-health for financial benefit.

•Dr. Olatunde John Ayeni has no interest whatsoever in OMS and its affairs and is hereby advised to steer clear from OMS and its Associated Companies.”

The Back Story…

Up till August 2018, Ayeni and his wife, Abiola, held 30,000,000 ordinary shares of OMSL and both sat on the board of the company. But, in August 2018, the Ayenis, using an investment management firm, Prime Union Investment Limited, divested their holdings from OMSL through a board resolution. The board of Prime Union Investment Limited, solely owned by Ayeni and his wife, also resolved at an extraordinary meeting held on August 15th, 2018, to sell the 30,000,000 ordinary shares of OMSL to Wells Property Development Company Limited for N2,000,000,000.00 (Two Billion Naira) only.

Consequently, the board of OMSL at an extra-ordinary meeting held in Port Harcourt resolved among others that; ” Dr, Olatunde John Ayeni has agreed to sell his 5,000,000 Ordinary shares each in Ocean Marine Solutions Limited to Wells Property Development Company Limited. “Prime Union Investment Limited has agreed to sell its 30,000,000 Ordinary shares of N1 each in Ocean Marine Solutions Limited to Wells Property Development Company Limited.

“Wells Property Development Company Limited has agreed to purchase the 35,000,000 Ordinary shares from both Dr, Olatunde John Ayeni and Prime Union Investment Limited including the shares held by Dr, Olatunde John Ayeni in other associated companies which consists of 37,200,000 Ordinary Shares held in PPPFM, 175,000,000 0rdmary Shares in GYRO (including the 50,000,000 Ordinary shares held by Mrs. Ayeni) for the total sum of N2,000,000,000 (two billion Naira) only.

“Following the full and final payment by Wells Property Development Company Limited for the shares, both Dr. Olatunde John Ayeni and Prime Union Investment Limited hereby transfer the total 35,000,000 Ordinary shares to Wells Property Development Company Limited devoid of any encumbrance.

“The company hereby approves the transfer of 5,000,000 Ordinary Shares held by Dr. Olatunde John Ayeni to Wells Property Development Company Limited. The Company hereby approves the transfer of 30,000,000 Ordinary Shares held by Prime Union Investment Limited to Wells Property Development Company Limited.”

In accordance with the resolutions made by both boards, Capt. Okunbo, on 26th November 2018, transferred the sum of N1,000,000,000 (one billion Naira) through his bank account in Central Area branch in Abuja, to Olutoyl Estate Development and Services Limited, an account owned by Ayeni. The balance, it was gathered, was fully paid and in March 2019, the Corporate Affairs Commission (CAC) in its FORM CAC 2A approved the transfer of 73,150,000 ordinary shares of OMSL to Wells Property Development Company Limited.

However, a new dimension entered the fray when EFCC investigating the activities of Ayeni’s stewardship as the managing director of the defunct Skye Bank Plc discovered that he withdrew the sum of N29.5 billion (twenty-nine billion, five hundred million Naira) cash from the bank.

According to the EFCC report, Ayeni owned up and promised to return the fund but later alleged that he invested the said money in the shares of OMSL and its subsidiaries. On his claim, followed by a petition from the office of the Vice President of the Federal Republic of Nigeria, the EFCC then invited Capt. Okunbo and OMSL to clarify the issue.

After a thorough investigation, the EFCC, in a letter signed by the Director of Operations, Mohammed Umar Abba on behalf of the Ag. Chairman of the Commission exonerated Capt. Okunbo and OMSL. The letter, dated 25th June 2019 and titled Re: Investigations Activities, (EFCC/EC/GC/31/2538) read: “We wish to state that in June 2017, a petition regarding infractions by the previous Board and Management of Skye Bank was forwarded from the Office of the Vice-President, Federal Republic of Nigeria.

“In the course of the investigation, Dr. Tunde Ayeni was invited and he volunteered a statement confirming the withdrawal of 29.5 billion naira cash from the Skye Bank. He, however, promised to refund the said funds to the bank and further claimed to have some interest in Ocean Marine and its subsidiary companies.

“Based on the above, investigation was extended to Corporate Affairs Commission where it was discovered that Dr. Tunde Ayeni had on the 8th August 2018, actually sold his 35 million ordinary shares in Ocean Marine Solutions Limited and 37.2 million ordinary shares in PPP Fluid Mechanics Limited to Wells Property Development Company Limited, a subsidiary of Ocean Marine Solutions Limited.

“Investigation carried out so far revealed that Dr. Tunde Ayeni is no longer a Director and shareholder of Ocean Marine Solutions Limited and PPP Fluid Mechanics Limited as he has since sold his entire shares and resigned his appointment as Director and Shareholder of the companies.

“Consequent upon the foregoing, the Commission’s investigation so far did not indict the Chairman of Ocean Marines Solutions and its subsidiary companies, Capt. Idahosa Wells Okunbo on the alleged diversion of 29.5 billion naira from the defunct Skye Bank Plc, by Dr Tunde Ayeni.”

The Ned Nwoko Angle…

In a related twist Ayeni, in a petition to the Inspector-General of Police dated December 7, 2020, Ayeni also accused Hon. Prince Ned Munir Nwoko, Solicitor of the Supreme Court of England and Wales, of conniving with Capt. Okunbo and OMSL to unduly benefit from the Paris Club Funds to local governments in the country.

He alleged that he (Nwoko) received the sum of $6,000,000 (six million Dollars) from him and Captain Idahosa Okunbo, in a business deal with Ocean Marine Solutions (OMS) Limited, over which he allegedly promised to pay the company the sum of $30,000,000 (thirty million Dollars).

But Nwoko would have none of that. In a letter addressed to the Inspector General of Police, Mohammed Adamu, Nwoko put a lie to Ayeni’s claim, stating that at no point in time “have I had any dealings with Ayeni or Ocean Marine Solutions in whatever capacity.”

Describing Ayeni’s assertion as “a malicious statement devoid of truth”, Nwoko expressly stated he has “never received any sum from Ayeni which he purported in his petition and has never played any role whatsoever as it relates to this transaction.”

Nwoko urged the IGP to give no credence to the contents of Ayeni’s petition, as he had no clue “as to the nature or extent of my involvement with ALGON,” as he further clarified that that he only met Tunde Ayeni “in connection with ALGONS contract for the supply of Ambulances which were to be funded from the Paris Club refunds (5% of the judgement sum) and this project is still pending for all that I know. I am not aware of any payments in connection with this project.”

More specifically, Nwoko stated partly in his response to the IGP titled, RE: Funding for Paris Club Litigations,”: “My attention had been drawn to a petition written by Dr. Olatunde John Ayeni (Ayeni) through his lawyer Femi Falana SAN, dated December 7th 2020, wherein he alleged at paragraph 12, that I had undertaken some business dealings with Ocean Marine Solutions Limited and I had requested that OMS fund the process for the Paris Club refunds to the Local Governments of Nigeria.

“That I had also charged 20% of the refund as my fee and upon success, I was to pay the company $30,000,000.00 (thirty million Dollars). Ayeni also stated that he and Capt. (Dr.) ldahosa Wells Okunbo (Capt. Hosa) gave me funds to the tune of $6,000,000.

“All transactions on the subject matter were done directly with Capt. (Dr.) ldahosa Wells Okunbo in his personal capacity to the exclusion of any other party including Ocean Marine Solutions Limited. To suggest otherwise as contained in the said petition is merely a malicious statement devoid of truth.”

Hanging Posers…

In examining the narratives pushed by Ayeni, certain key posers crop up. Documented investigations carried out by the EFCC have revealed that Ayeni is no longer a Director and shareholder of Ocean Marine Solutions Limited and PPP Fluid Mechanics Limited as he has since sold his entire shares and resigned his appointment as Director and Shareholder of the companies.

Further, the investigations did not indict the Chairman of Ocean Marines Solutions and its subsidiary companies, Capt. Idahosa Wells Okunbo on the alleged diversion of 29.5 billion naira from the defunct Skye Bank Plc, by Ayeni.

Further documented evidence from the CAC affirm that Ayeni had on the 8th August, 2018 actually sold his 35 million ordinary shares in Ocean Marine Solutions Limited and 37.2 million ordinary shares in PPP Fluid Mechanics Limited to Wells Property Development Company Limited, a subsidiary of Ocean Marine Solutions Limited. This simply meant that Ayeni was no longer a Director and shareholder of Ocean Marine Solutions Limited and PPP Fluid Mechanics Limited since he had sold his entire shares and resigned his appointment as Director and Shareholder of the companies.

So, at what point did Ayeni again became a Director of OMS and any of its associated entities having sold his shares and resigned from OMS since August 2018? Why did he think OMSL was paying him and wife the total of $375,000 dollars periodically and halted it in December? A fellow of Ayeni’s experience certainly knows far better than to build castles in the air, no matter how beautiful they may look.

It is certainly within Ayeni‘s right as a citizen of this nation to seek redress where it is necessary. But it beggars imagination and rationality when such rights are pursued where they doesn‘t exist and this can only approximate to a flight of fancy.

In the absence of any substance in his allegations, the emerging conclusion is that Ayeni is striving to to eat his cake and still have it. The documents he signed off are very compelling evidence that he sold his shares under whatever guise. In effect, Ayeni must have to produce valid documents to be able to meaningfully upturn or counter the facts already established by EFCC, CAC and OMSL.

Or was Ayeni merely using the petition as last ditch gambit to retrieve what he has sold? How far can he go with the petition in the face of clear evidence he no longer hold any stake in the company.

Significantly, the firm, clear explanations of the OMSL board of directors is indicative release of documentation to buttress their position, and their willingness to fight their former business partner.