Energy
Even though it quickly retracted the charges it filed against Seplat Energy Plc at the Federal High Court in Abuja on April 6, 2023, many feel that the action of the Nigerian Immigration Service is enough to affect foreign direct investment into Nigeria, writes Wale Igbintade
The Nigerian Immigration Service (NIS) ridiculed the country recently when a few hours after it filed criminal charges against Seplat Energy Plc and some of its officials, it followed it up with a notice of withdrawal of the charges.
The service had on April 6, 2023, filed a four-count charge against Seplat Energy at a Federal High Court in Abuja, over an alleged breach of extant provisions of the Immigration Act, 2015. Among those charged alongside the company were the company’s Chief Executive Officer, Roger Brown; Board Chairman, Basil Omiyi, Company Secretary/Legal Counsel, Edith Onwuchekwa; as well as some independent directors.
In the suit, marked, FHC/AB/CR/149/2023, the defendants were accused of conspiring among themselves to allow Brown to accept employment as chief executive officer at Seplat Energy Plc “without the consent of the Comptroller-General of Immigration, contrary to sections 36 (1)(a) and 71 of the Immigration Act, 2015, and punishable under section 36 (2) and section 71 (a) of the Immigration Act, 2015.”
They were also said to have connived among themselves “to allow Mr. Roger Brown take over the business as chief executive officer of Seplat Energy Plc without the consent of the minister of interior, contrary to section 36 (1) (b) and punishable under section 36 (2) and section 105 of the Immigration Act 2015.”
The respondents were charged with instigating, encouraging and conniving, through neglect on their part, by allowing Brown to accept employment as Seplat’s CEO after the withdrawal of his immigration documents, “contrary to sections 36, 71, and 105 of the Immigration Act, 2015, and punishable under sections 36(2), 105(1) of the Immigration Act 2015.”
“That you…did refuse to make an application to the comptroller-general of immigration for his permission before employing Mr. Roger Thompson Brown both as chief finance officer and chief executive officer of Seplat Energy PLC, contrary to section 38(1) of the Immigration Act, 2015 and punishable under section 38(5) of the Immigration Act 2015,” the charge read.
The federal government had on March 3 revoked his visa, resident permit, and work permit of Brown, following allegations of racism, favouring foreign workers, and discriminating against Nigerian employees, by aggrieved stakeholders of the company.
Seplat Energy refuted the accusations, saying “On March 8, 2023, the board of Seplat Energy unanimously passed a vote of confidence in Mr. Brown, who continues to discharge his duties and responsibilities as CEO from the Seplat UK office.”
Ironically, just after it filed the charges, NIS, as if realising its mistake, secretly filed a notice of withdrawal of the charges. The court papers obtained by THISDAY showed that the notice of withdrawal was dated the same day, April 6, 2023.
While the NIS did not disclose why it filed the notice of withdrawal/discontinuance of the action, its Director Legal Services merely stated in part that “the claimant hereby discontinues all the proceedings in this charge against the above-named defendants.”
Given the speed of the turnabout, many eyebrows were raised. The most burning question is the motive behind the charges. Was it an act of intimidation or simply malicious and ill-conceived?, as some analysts would want to ask.
Apart from the abrupt withdrawal, not a few have spotted inconsistencies in the charges. For instance, the charges alleged that the CEO was employed without a work permit. But the same charges presuppose that the Board encouraged Mr. Brown to accept employment without a work permit after the withdrawal of the same on March 3, 2023. This action beggars the question if the NIS can withdraw a work permit when it was not granted in the first place.
If that should be the case, then the NIS would have to explain how the CEO who has been working in Nigeria since 2013 as the Chief Finance Officer up until his latest appointment was in the country without a permit for that long. The withdrawal was done over 30 months after his appointment as CEO and about nine years and nine months after he was appointed CFO.
Upon the withdrawal of his immigration documents, Brown travelled out of the country. How then could he be said to be working in contravention of the law when he has not been in Nigeria to undertake employment or duties as the CEO? Another possibility is that the charges were withdrawn owing to the apparent contradictions on the face of the charges.
Brown’s contribution to Seplat is significant in many ways. He is instrumental in completing the dual listing of the company on the Nigerian and London Stock Exchanges, which was the first for a Nigerian corporate. He was also known to be instrumental in broadening the capital base of the company and increasing its footprint in Nigeria by acquiring oil and gas assets.
Not a few have weighed in on the matter with some sources who pleaded anonymity, concluding that the criminal charge was another typical example of unknown forces misleading an agency of the federal government to frustrate lawful businesses, destroy shareholders’ investments and harass law-abiding citizens of the Federal Republic of Nigeria and intimidate Seplat and its board for doing the right thing and upholding.
A lawyer who prefers anonymity and who claimed to have seen the court papers said he was embarrassed that the NIS could file such a frivolous charge. According to him, “the charge and proof of evidence attached to it starkly contradicted themselves; it shows some people are using government agencies to achieve personal vendetta.”
According to him, “look at the notice of withdrawal of CERPAC issued by the Ministry of Interior. They claimed to have withdrawn the recipient’s CERPAC and in the same breath accused the recipient of working with an illegal work permit. Can you withdraw what you did not issue?
“Look at the Affidavit of Completion of Investigation, it was copiously stated that the investigation was still ongoing. What then is the basis for filing the charge in the first place? I am embarrassed that the Nigerian Immigration Service could file such a frivolous charge against such well-respected and credible board members of a company listed on both the Nigerian and London Stock Exchanges.
“I also learnt that the charge and the notice of withdrawal were not served on the company and the board of directors, that shows you how some agencies of government could allow themselves to be used by some powerful people, it doesn’t make sense.”
Fingers are however pointing at Seplat’s former Chairman, Dr. ABC Orjiako and his company Amaze Limited as responsible for the company’s recent conundrums. THISDAY gathered that Orjiako plotted Brown’s removal from office when he realised that the Consultancy Agreement between Seplat and his company was going to be terminated.
In a statement it released in March, Seplat Energy announced the formal termination of the consultancy agreement it had with Amaze Limited. It added that it unanimously decided to terminate 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.”
The oil exploration company noted that Amaze Limited was required to offer specified support with some external stakeholder engagements after Orjiako exited its 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.
Notwithstanding the withdrawal of the charges, the effects of NIS actions are already felt. The company’s shares suffered a sharp decline, and all manners of suits aimed at scuttling the smooth running of the business of the company have been filed in various courts both in Lagos State and the Federal Capital Territory against the company and the Board.
In addition, these inconsistencies will not help attract Foreign Direct Investment (FDI) into Nigeria. More likely, it will show the seed of discouragement in foreign investors and scare good people away from company administration.
The withdrawal of the suit is not the first time Seplat would triumph over those trying to bring it down. Recently, a Federal High Court in Lagos vacated the ex parte orders against it, its CEO, Brown, and Board chairman, Omiyi. The court also vacated the order that restrained Brown from participating in the running of the company, filed by five persons who claimed to be minority shareholders of Seplat.
Sequel to the latest victory, the company in a statement last Thursday, said that it would continue to engage with the Ministry of Interior to bring closure to the false allegations presented to the ministry as a result of which the residency status of its CEO was withdrawn.
The statement read: “It has become aware of the notice of withdrawal/discontinuance of the legal action that was previously instituted at the Federal High Court sitting in Abuja, by the Nigeria Immigration Service (acting for the Federal Government of Nigeria) against the company and some of its directors and officers.
“The notice of withdrawal/discontinuance of the action dated 6 April 2023, was issued by the Director Legal Services of the Nigeria Immigration Service and stated in part that “the claimant hereby discontinues all the proceedings in this charge against the above-named Defendants”.
Seplat Energy further stated that there’s an ongoing discussion with the Ministry of Interior to settle the work permit, residential permit and visa of Brown after they were seized by the ministry, forcing the CEO to leave Nigeria and operate from the firm’s UK office.
“The company continues to engage with the Ministry of Interior to bring closure to the false allegations presented to the Ministry as a result of which the residency status of its Chief Executive Officer was withdrawn.
“The company also refers to its announcement of 6 April 2023 confirming that the Federal High Court sitting in Lagos had vacated the ex parte Interim Orders against Seplat, its CEO and its Board Chairman, including the orders that restrained the Chief Executive Officer, Mr. Roger Brown from participating in the running of the company.”
