The latest development concerning Seplat’s acquisition of Eland Oil & Gas is that a Court has sanctioned the scheme of arrangement. This happened on Thursday, December 12th according to a public disclosure that was sent to the Nigerian Stock Exchange.
This is a good development for the acquisition process, which was initially met with a major glitch, after a firm, Starcrest Nigeria Energy Ltd, raised some red flags exactly one month after the acquisition was announced on October 15th.
“Eland and Seplat are pleased to announce that the Scheme was sanctioned by the Court earlier today. The Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to take place on 17 December 2019.”
What you need to know: Please, note that according to the Companies Act (2006), asset acquisitions of this magnitude must be sanctioned by a court before it can be finalised. The court sanction must follow the necessary approvals that must be given by the majority of stakeholders in the companies concerned.
Earlier in November, the concerned shareholders in both Seplat Petroleum Development Company Plc and Eland Oil & Gas met during a court-ordered meeting and reportedly approved the scheme of acquisition.
Recall that Nairametrics reported Seplat’s bid to acquire the entire issued ordinary shares in Eland Oil & Gas, an independent exploration company that was founded in 2009 and “listed on AIM, the London Stock Exchange’s growth market.”
What is next? Once again, the scheme of acquisition will not become effective until the Court Order is delivered to the Registrar of Companies. This is expected sometime next week, December 17th to be precise. In the meantime, the following should be expected as well:
- On December 16th, there will be an immediate suspension of trading on the shares of Eland Oil and Gas.
- December 16th will also be the last day for anyone to register to transfer Eland shares
- Admission to trade Eland shares on AIM will be cancelled on December 18th starting from 7 am.
- The issuance of scheme shares in view of court sanction starts today December 13th.
To read the entire public disclosure, click here.
Cornerstone Insurance Plc appoints Ogechi Adeola as Director
Dr Ogechi Adeola has been appointed as an Independent Non-Executive Director at Cornerstone Insurance Plc.
Cornerstone Insurance Plc has appointed Dr Ogechi Adeola as its new Independent Non-Executive Director, subject to ratification by members at general meeting.
This is according to a notification sent to the Nigerian Stock Exchange platform, dated 24th of February, 2021, as seen by Nairametrics.
Dr. Adeola’s profile
Dr. Adeola has over two decades of work and consulting experience in the Nigerian Financial services sectors. She is an Associate Professor of Marketing at the Lagos Business School and an alumna of the Manchester Business School, United Kingdom.
On the other hand, Cornerstone Insurance closed trading today (24th of February, 2021) at the floor of the Nigerian Stock Exchange with a share price of N0.59.
Results from the recently released FY 2020 financials posted by the firm showed that gross premium written increased from N13.06 billion in 2019 to N17.6 billion. However, profit for the period declined to N1.6 billion, from N4.11 billion recorded in 2019.
What you should know:
Cornerstone Insurance Company Plc is a Nigerian-based insurance company offering services in the life and non-life categories.
It was incorporated on the 26th of July, 2021, initially as a private limited liability and subsequently became a public limited liability after its listing on the Nigerian Stock Exchange in 1997.
Court vindicates Zinox, TD Africa in N170m FIRS contract fraud
Zinox and TD Africa have been vindicated as court rules on N170 million FIRS contract scandal.
An Abuja High Court has vindicated the long-held position of Zinox Technologies Ltd., and TD Africa, two of Nigeria’s leading technology giants, that its Chairman, Leo Stan Ekeh and its staff, Company Secretary, Barr. Chris Eze Ozims and two others, Shade Oyebode and Charles Adigwe respectively, had no wrongdoing in a long-drawn court case involving a N170m Federal Inland Revenue Service (FIRS) contract.
The court on Wednesday, February 24, 2021, discharged and acquitted the duo of Princess Kama Onyeoma and Chief Onny Igbokwe, partners to Mr. Benjamin Joseph, who were accused of fraudulently executing the N170m contract awarded to Citadel Oracle Concepts, an Ibadan-based ICT firm owned by Joseph.
In addition, the sum of N20m was awarded as damages against the complainant, Mr. Joseph, for frivolous and malicious petitioning and prosecution.
In his ruling, the trial judge, Hon. Justice Senchi of the FCT High Court, Abuja, dismissed the case as lacking in merit, adding that the prosecution failed to establish the case of criminal conspiracy, forgery and fraudulent use of Mr. Joseph’s documents as alleged. Further, the judge acquitted the duo of all four count charges; even as he absolved both defendants, Kama, a long-time associate of Mr. Joseph, and Chief Igbokwe of the criminal charges levelled against them by the Economic and Financial Crimes Commission (EFCC). The four-count charges are forgery; false board resolution of Citadel Oracle Concept, with intent to commit fraud and commission of fraud; using the forged documents as genuine and fraudulent use as genuine of the forged board resolution.
Mr. Joseph had petitioned the EFCC, the Police and later the Vice President, Prof. Yemi Osinbajo, alleging that his board resolution and other corporate documents were forged to execute the N170 million FIRS contract without his knowledge, even when he appointed the said Princess Kama to execute the contract on his behalf by issuing her a duly executed Power of Attorney and other corporate documents, all presented to the FIRS.
However, Mr. Joseph had also surprisingly accused top officials of TD Africa and Zinox, including its Chairman, Leo Stan Ekeh, of involvement in the alleged fraud, even when Zinox or Mr. Ekeh had never met or transacted any business with Mr. Joseph.
Indeed, after winning the contract, Joseph and his partner, Princess Kama had agreed to domicile the FIRS computer supplies transaction worth N170m with Sub-Saharan Africa’s foremost tech distribution giant, TD Africa, the biggest HP authorised distributors for funding, with a promise to pay immediately they received payment from the FIRS, with additional guarantee from Princess Kama’s uncle, Chief Igbokwe as Citadel Oracle Concepts Ltd. was not qualified to enjoy credit from TD Africa. When the FIRS paid for the supplies, Mr. Joseph had allegedly tried to divert the fund but his partner, Princess Kama refused and paid TD Africa the pre-agreed invoice sum of the laptops supplied on credit.
This move apparently saw Mr. Joseph take offence and he started writing all sorts of petitions to blackmail the Zinox Chairman, accusing him and other top officials of TD Africa, including Ozims, Oyebode and Adigwe; as well as Access Bank of criminally conniving to execute the contract without his knowledge.
However, investigations by the EFCC and the Police had absolved the aforementioned officials of Zinox and TD Africa, with the Commission later charging the staff/representatives of Citadel Oracle Concept Limited, Princess Kama and Chief Igbokwe, due to their own internal issues in Charge no. CR/244/2018 before the FCT High Court.
The ruling by Justice Senchi on Wednesday upheld the unflinching position of Zinox and TD Africa, which had repeatedly insisted on the innocence of its officials, especially in the face of a barrage of sponsored media attacks by Mr. Joseph and led by Premium Times, an online news medium.
Recently, the medium had come up with a report claiming that an unsubstantiated Police report had indicted the Zinox Chairman, Ekeh, which had been debunked by the Police Force and on the basis of the same case which Justice Senchi had ruled on Wednesday.
‘‘We are delighted to see justice finally run its course in this long-drawn case,’’ said Reginald Obiakor, a Senior Special Assistant (Legal) to Mr. Ekeh. ‘‘Despite the obviously sponsored attacks and campaign of calumny by Benjamin Joseph and Premium Times, we had remained steadfast in our conviction that Mr. Ekeh, Zinox and TD Africa had no case to answer, as TD had only extended a facility to Citadel and her partners. This case has caused us quite some embarrassment, especially considering the potential damage to the hard-earned reputation of an industrious/exemplary Nigerian and globally respected digital icon who has enjoyed over 35 successful years in business.
‘‘We wish to thank our local and international partners, friends and well-wishers who have continued to show us support, even when the attacks persisted. This judgment further strengthens our belief in the validity of the courts as the bastion of justice and hope of the downtrodden,’’ he concluded.
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