Seplat Energy has commenced legal proceedings against its former chairman Ambrosie Bryant Chukwueloa (ABC) Orjiako, and his consulting company Amaze Limited, demanding the sum of five billion naira (₦5 Billion) as damages.
Seplat is levelling allegations of a host of corporate governance infractions against Mr. Orjiako a co-founder of the company, who retired from the board in May 2022. The proceedings centre around the manner of execution of his consultancy contract with the company, awarded in mid-2022, for services that would assist Seplat Energy Plc with specific and essential external stakeholder engagements he was involved in, which continued beyond the date he stepped down. At the heart of that contract is to engage with agencies of the state to deliver on the closure of the company’s acquisition of the entire shares of Mobil Producing Nigeria Unlimited, which has been held up for over a year.
That contract was suspended before this court challenge.
Part of Seplat’s claim in the writ of summons is that Orjiako unilaterally issued a letter purporting to be from the company, with the company’s letterhead-without Seplat’s approval-to the President of Nigeria and Honourable Minister of Petroleum, “an act of deceit and false representation especially as it is intended to bind Seplat in a transaction worth over $300Million”. Seplat alleges that, in the said letter, Orjiako describes himself as Pioneer Chairman, a position unknown to the relevant law on corporate matters, especially as the letter sought to create the false impression that he had the authority of Seplat to bind the company in an offer of rights worth over $300Million.
The timing of the writ of summons, filed at the Federal High Court in Abuja, capital of Nigeria, on March 21, 2023, is telling, coming less than two weeks after a Federal High Court in Lagos issued an interim order restricting Roger Brown, the Chief Executive of Seplat , from everyday running and management of the company, based on a motion by some stakeholders on notice for interlocutory injunction.
The court action against Mr. Brown, instituted within 48 hours of his deportation for “charges of racism, favouring of foreign workers, and discriminating against Nigerian employees”, was clearly suggestive of a high stake wangling between some very interested persons and the Seplat’s board and top management.
In the statement it issued after Roger Brown’s deportation, the Board of Directors had pointedly noted that the allegations against Brown, a British national, are “a spurious and vindictive reaction to the enforcement of corporate governance standards in the company.”
The question had always been: whose interests could Roger Brown and the multinational board of directors of Seplat have hurt so badly that they don’t mind wrestling the company to the mud? Whose sense of justice has been affronted? Whose sense of entitlement has been so bruised, or whose sense of outrage has been stoked by Brown & Company in a way that ‘the victim’ feels justified in throwing everything into the fight?
Seplat’s top six shareholders are Maurel & Prom (20.7%); Petrolin (14.5%) Platform Group (11.5%), Sustainable Capital (SA) 9.5% and Shebah Group (8.5%). Nigerian institutional investors (Pension funds and insurance companies) hold about 15%.
Mr. Orjiako’s interests in Seplat are held through Shebah Group, of which he is founder. The group has a representation on the board, as does Platform Group and M&P, all three of which are Seplat’s co-founders. Petrolin and Sustainable Capital (SA) decline to have seats on the board.
In its writ of summons, Seplat is asking the court to declare that Orjiako and Amaze Limited (his consultancy company) acted in contravention of the Companies and Allied Matters Act (CAMA) and the operations and regulations of Seplat when they unilaterally issued a letter dated December 22, 2022 purporting same to be from Seplat to the President of Nigeria and the Honourable Minister of State for Petroleum Resources, without the approval of Seplat or its Board of Directors.