Seplat: Facts And Fiction*

Seplat’s CEO Roger Brown

By Dan Aibangbe

In the Nigerian political space, it appears we are in the season of claims and counter claims of mandate thefts! Some claims are founded on realities, while some 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. It is against this background that I wish to dissect the issues being circulated by one of the contending parties in the ongoing saga at Seplat Energy Plc.

Specifically, Mr A.B.C. Orjiako, the founding chairman of Seplat, is certainly crying wolf where there is none! So, in this article, I will be examining the veracity of his claim that some people are trying to wrest ownership of the company he founded from him. It was apparently on this basis that he misled and secured the support of the Ministry of the Interior to stage a coup against the company and attempted to forcefully remove the CEO, Mr Roger Brown, on spurious charges.

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 among them mistakenly crushed her baby to death in the middle of the night. She took advantage of the darkness and the relatively 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! So, 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 the 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 and Mr Jean-Francois Henin represented the interests of Maurel & Prom. Based on this background information, how on earth could a single individual claim ownership of a company established by a consortium of companies? How reasonable is it for him to be claiming ownership of a company to which he is not the sole owner?

As of 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 Seplat 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 which you have sold your shares or received other benefits through newly injected investments or conversion of debt instruments into shares.

At present, the top ten 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 Partners (4.08%); Redwheel (2.72%); Stanbic IBTC Pensions Managers (1.90%) and Seplat Staff LTIP (1.67%). Between these top ten stakeholders, 76% of the ownership of Seplat is currently held. The big question now 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 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?

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 A.B.C Orjiako actually holds in the current Seplat that he is trying so hard to embarrass the entire company, the Nigerian jurisdiction and the international investment community? Who actually is the mandate hijacker in this instance?

In recent times, reports have been circulating about foreign direct investors exiting the Nigerian jurisdiction in droves in preference for other economies. About twenty-one billion dollars was reported to have been lost in the last calendar year. The question begging for answers is what are the primary causes of this phenomenon, despite Nigeria being an attractive environment for profiteering?

Beyond the well-known unbearable level of insecurity, regulatory compliance and corporate governance issues appear to be major issues as well. The government seems to be fully aware of these negatives and has been working to reverse the trend, especially in the aspects of ease of doing business.

However, issues such as currently bedevilling Seplat Energy PLC require swift resolution to reassure international observers and interested stakeholders, if Nigeria is to be taken seriously.

Aibangbe is a media and public relations consultant

Written by: Frank Oshanugor

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