CLAIMS OVER OWNERSHIP OF SEPLAT

 No single individual owns the organisation, contends Dan Aibangbe.

In the Nigerian political landscape, it appears we are in the season of claims and counter claims of mandate thefts! Many claims are founded on realities, while others are delusional. But a claim is a claim and each needs to be dissected on the basis of facts, protocols and other evidence available in records, practices and norms.

At first observation, the ownership skirmishes at Seplat closely resemble the case of the two Hebrew women who approached the judgement throne of King Solomon, disputing ownership of a baby. The background to that story was that two nursing mothers slept close to each other and one mistakenly crushed her baby to death in the middle of the night. She took advantage of the darkness and the relative young stages of development to swap the dead baby for the living. At dawn, ownership of the living baby became a ferocious dispute that was brought before King Solomon for adjudication. The wisdom of Solomon was established in the manner in which he brought truth to bear on the case. The sage simply instructed his soldiers to share the living baby among the two contenders. The real mother who could not bear the pain, surrendered it rather than have it split up!  King Solomon thus discerned the true mother from the usurper!

Seplat Energy was established on December 22, 2009, through a thoroughly scripted shareholder agreement between three founding companies – Shebah Petroleum Development Company Limited; Platform Petroleum Limited and Etablissement Maurel and Prom. At that time, the agreement stated the completion shareholding ratios of 33%; 22% and 45% respectively. At that same time, Mr A.B.C. Orjiako and Macaulay Ofurhie were the directors representing Shebah’s interests while Mr Austin Avuru represented the interests of Platform Ltd. Mr Jean-Francois Henin represented the interest of Maurel & Prom. Based on these background information, how on earth could a single individual claim ownership of the company? How reasonable is it to claim ownership of a company to which one is not the sole owner?

As at today, the individual interests of the group of founders have been diluted to some extent through the process of listing on the dual exchanges of the Nigerian Stock Exchange (NGX) and London Stock Exchange (LSE). The erstwhile Seplat Energy Company Limited has metamorphosed into Selpat Energy PLC. For the initiated, these two entities are not necessarily the same (both in ownership and form). In fact, beyond ownership, a lot of regulatory controls and interests are involved in ensuring the powers and controls are seriously regulated to secure the interests of the stakeholders, the investing public and the Listing Exchanges. For those who do know, it is impossible to ‘steal the ownership mandates of a listed company’. Changes in ownership are mostly founded on monetary compensations for ceded shares. Your ownership can only reduce to the extent to wish you have sold your shares or received other benefits through newly injected investments or conversion of debt instruments into shares.

At present, the top-10 shareholders in Seplat Energy Plc are Maurel & Prom (20.46%); Petrolin Group (13.77%); Sustainable Capital (9%); Austin Avuru (8.15%);  Allan Gray Investment Management (7.51%); A.B.C. Orjiako (4.74%); Mercuria Capital Patners (4.08%); Redwheel (2.72); Stanbic IBTC Pensions Managers (1.90) and Seplat Staff LTIP (1.67%). Between these top 10 stakeholders, 76% of the ownership of Seplat is currently held. The big question is who stole Mr Orjiako’s shares? The next big question is, did Orjiako’s shares get stolen or did he sell his shares?

Going back to the King Solomon’s judgement analogy, do we need another Solomon to settle this dispute, although we have so many of them among the Nigerian Bench?

As we can see, Seplat is expected to be a very solid company, going by the extent of shareholding held by institutional investors. In fact this class of shareholders hold more than half of the total shares, which is a good indicator for stability and prosperity of a publicly quoted company. Why is an individual who had obviously eaten his cake still trying to have it fully intact?

Another angle to this dispute is this: the company is technically a separate legal entity from its owners (directors or shareholders). Therefore, how did Mr A.B.C. Orjiako consummate his personal ownership of Seplat shares from the initial holdings Shebah represented by himself and Macaulay Ofurhie? What is the actual percentage of shares Mr Orjiako actually holds in the current Seplat?

In recent times, report has been circulating about foreign direct investors exiting the Nigerian jurisdiction in droves in preference for other economies. About $21 billion was reported to have been lost in the last calendar year. The question begging for answer is, what are the primary causes of this phenomenon, despite Nigerian being an attractive environment for profiteering? Beyond the well-known level of insecurity, regulatory compliance and corporate governance issues appear to be another major issue. The government seems to be fully aware of this negative trend and has been working to reverse it, especially in the aspects of ease of doing business. However, issues such as those currently bedevilling Seplat Energy PLC require swift resolution to reassure international observers and interested stakeholders for Nigeria to be taken seriously.

 Aibangbe writes from Lagos