Wale Igbintade reviews the striking out of the suit filed by aggrieved shareholders of Seplat, and the vacation of their ex-parte order restraining officials of the company from performing their duties by the Court of Appeal
The crisis rocking Seplat Energy Plc is beginning to ease off following the withdrawal of the suit filed at the Federal High Court in Lagos by aggrieved shareholders of the company against the Chief Executive Officer, Mr. Roger Brown, and the Chairman, Board of Directors, Mr. Basil Omiyi, over alleged racism.
The aggrieved stakeholders are: Moses Igbrude, Sarat Kudaisi, Kenneth Nnabike, Ajani Abidoye, and Robert Ibekwe. They filed a suit marked FHC/L/402/2023 against the company, Brown and Omiyi, asking the court for an order of mandatory injunction restraining them from parading themselves as the Chief Executive Officer and Chairman of Seplat or work for the company in any other capacity.
They equally sought an order restraining the company’s Board Chairman from retaining Brown as the CEO of Seplat or retaining his services for the company in any capacity.
The plaintiffs’ allegations against Brown was that he was running the affairs of the company in an illegal, unfairly prejudicial and oppressive manner.
They also sought orders restraining the Independent Non-Executive Directors of the company from allegedly running its affairs unfairly.
The orders were granted by the court on March 8, 2023 by Justice Chukwuejekwu Aneke.
However, upon the hearing of the argument of the respective counsel to Seplat and its Directors as to why the interim application should not have been granted and why it is necessary for it to be set aside, on April 6, 2023, Justice Aneke vacated the order.
The court thereafter adjourned the matter to May 16, 2023, for hearing of the petitioners’ motion on notice seeking to join certain Independent Non-Executive Directors of Seplat as parties to the suit.
However, at the resumed hearing of the substantive last Tuesday, counsel to the petitioners, Mr. Ayodele Arotiowa informed the court that his clients have filed notice to withdraw the suit, adding that they were no longer willing to continue with the case.
Addressing the court, Seplat’s counsel, Mr. Uzoma Azikiwe (SAN), told the court that his client filed an appeal challenging the jurisdiction of the court to entertain the suit and urged the court to suspend all proceedings pending determination of the appeal.
On his part, counsel to Seplat’s CEO, Mr. Kayode Adesina, informed the court that the notice of withdrawal filed by the petitioners was served on him in court, after the appeal challenging the jurisdiction of the court had been entered at the Court of Appeal, Lagos Division.
He submitted that the petitioners filed their notice of discountenance on April 18, 2023, but decided to serve the respondents in court.
While not opposing the notice of discontinuance, he asked the court to award the sum of N10 million as cost against the petitioners for the delay in serving the notice of discontinuance, which counsel to the petitioners blamed on the court’s bailiff.
Consequently, in his ruling, Justice Aneke struck out the suit and ordered the petitioners to pay N1 million to the second and third respondents.
Before then,the Abuja Division of the Court of Appeal had stayed the enforcement of an order made by Justice Inyang Ekwo of the Federal High Court, Abuja suspending the management of Seplat Energy Plc from office.
Those suspended were the company’s CEO, Brown, and Board Chairman, Omiyi.
Besides, the court ordered the Securities and Exchange Commission (SEC) to immediately appoint suitable persons to run the affairs of the company, pending the determination of the motion on notice filed by the applicants.
Others suspended pending the determination of the motion on notice for interlocutory injunction filed by some aggrieved shareholders of the company, were some independent members of the Board of Directors.
Dissatisfied, Seplat Energy in its notice of appeal filed at the Court of Appeal by its team of lawyers led my Mr. D.D Dodo, SAN, Bode Olanipekun SAN and Audu Anuga SAN, urged the appellate court to set aside the interim order.
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, “he 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 have the implication of diminishing the share value of the applicant who has dual listings on the Nigerian and London Stock exchanges as well as cause panic in the capital market and reduce investor confidence. Even before the orders of the lower court were served, same had been given wide publicity across various news outlets. Now shown to me, attached hereto and marked as Exhibits 10, 11 and 12 are copies of news reports with global reach relating to the orders of ex parte injunction granted by the lower court.
“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.
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 I. E. Ekwo pending the hearing and determination of the motion on notice dated 12th May, 2023 and or pending further directives of the court.
Justice Abundaga who read the order, consequently adjourned the matter to May 30, 2023 for hearing of the motion on notice
The appellant 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 said ex-parte orders were granted despite the fact that the appellant had, prior to the hearing and grant of same filed a motion on notice challenging the jurisdiction of the court with a letter drawing the court’s attention to same and request for a hearing,” they said.
The crisis rocking the energy company had resulted in a floodgate of litigations. The crisis had forced one of the Independent Non-Executive Directors of the company, Professor Fabian Ajogwu to resign. It was gathered that his resignation was not unconnected with the crisis rocking the company, and his resolve not to be part of the internal wranglings within the Board.
Observers believe that the crisis rocking the company was orchestrated by its former Chairman, Dr. ABC Orjiako, after the consultancy agreement Seplat signed with his company, Amaze Limited, was terminated. Orjiako as part of the terms of the agreement, was to help with the statutory consents needed by Seplat. But following some breaches, the contract was terminated.
Since then, there has not been peace in Seplat. So much effort was put in place to bring down the company and its outspoken independent directors at all costs. Part of the plot was to remove the CEO, Brown and Board Chairman, Omiyi from office by any means possible.
Confirming this, the oil company in a statement it released in March, announced that the consultancy agreement it had with Amaze Limited and Orjiako had been terminated. 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.
Many analysts have argued that if Orjiako was not on a mission to destroy the company he had chairman for many year, why would he be instigating crisis and using proxies to file different suits in court to bring down the company?
They wondered at what point did he realize that the CEO of the company, Mr. Brown was a racist when he was the one who employed him and brought him to Nigerian over eight years ago.
For some time, the Director General of the Securities and Exchange Commission (SEC), Ms. Arunma Oteh, was an Independent Non-Executive Director of in the company which took many key decisions in the overall interest of the company. This shows that the company could not have done anything wrong under a watch.
Analysts project that the other civil suits pending against the company are certain to end in a comparable manner, sooner than later. They, however, observed that the unnecessary battle waged against the company, and its board could derail its enormous gains in recent years.