Seplat Crisis: Saving a foremost indigenous energy company

It is no longer news that the crisis rocking Seplat Energy PLC took a turn for the worse on Thursday when a Federal High Court sitting in Abuja sent the Board and key officers of the company temporarily packing till the determination of the Motion on Notice for Interlocutory Injunction filed by some aggrieved shareholders of the company.

Those affected were Seplat’s CEO, Mr. Roger Brown; Board Chairman, Mr. Basil Omiyi; the Company Secretary, Mrs. Edith Onwuchekwa; Chief Operating Officer, Mr. Samuel Ezeugwuorie, and the Independent Non-Executive Directors (INEDs), namely, Ms. Emma Fitzgerald, Dr. Charles Okeahialam, Prof. Fabian Ajogwu, Mr. Rabiu Bello, and Mrs. Bashirat Odenewu.

The court consequently 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.

The orders were made by Justice Inyang Ekwo consequent upon an Ex-Parte Motion filed by Juliet Ebere Gbaka, Margret Awobusuyi Funmilayo, and Clement Akaeme, Plaintiffs in Suit No. FHC/ABJ.CS/626/2023 against the company, its Board, and Management. The Securities and Exchange Commission (SEC), Datamax Registrars LTD, and PricewaterhouseCoopers were equally listed as Respondents and it reads:

“Order is hereby made restraining the 2nd to the 10th Defendants, their Agents, Privies, Assigns, Personal Representatives, anyone acting on their behalf or instruction, from operating or functioning as officers of the 1st Defendant (Seplat Energy), pending the hearing and determination of the Motion on Notice for Interlocutory Injunction filed by the Applicants.

“Order is hereby made restraining the 2nd to the 10th Defendants from taking decision or any action whatsoever in respect to the day-to-day running of the 1st Defendant, pending the hearing and determination of the Motion on Notice for Interlocutory Injunction filed by the Applicants.

“Order is hereby made suspending the 2nd to 10th Defendants as directing minds and secretary of the 1st Defendant, pending the hearing and determination of the Motion on Notice by the Applicants”, just Ekwo ruled after hearing Dr. A.I Layonu (SAN), counsel for the Plaintiffs.

But in a swift response, Thursday night, Seplat said it was “aware of certain media publications that the Federal High Court, per Hon. Justice I. E. Ekwo, sitting in Abuja in suit number FHC/ABJ/CS/626/2023 – Juliet Gbaka & 2 others v. Seplat Energy Plc & 13 others granted ex parte Interim Orders against Seplat Energy and some of its Officers”.

Listing a litany of court cases it had to contend with in recent times (without listing the ones it instituted), Seplat added: “The company, as a law-abiding entity, has defended against the Interim Orders by immediately filing an Appeal and a Motion for Stay of Execution of the Orders.

“Seplat Energy has been advised by its legal team that the Interim Orders, which are yet to be served on the Company or its officers, cannot be enforced until the Court of Appeal has heard and determined the Appeal and application for Stay of Execution.

“Seplat Energy remains relentless in its commitment to governance and organisational excellence. The company will continue to diligently defend against these deliberate court actions and remains confident and hopeful that the courts will appropriately address these unending litigations on the same subject matter in short order.

“It is imperative to state again that the company and the affected officers are yet to be served with any order of the court apart from the media report.

*Dissecting Seplat’s response*

A cursory analysis of Seplat’s response reveals the same arrogant, contradictory, impudent, and deceptive approach of the company, under Omiyi and Roger Brown’s leadership, to clear-cut decisions and directives by government agencies, regulators, and even courts.

In this instance, Seplat informed that the company and affected officers were yet to be served; which is true as they were served on 12th May. But in the same breath, it claimed, rather contradictorily, that it had immediately appealed the ruling and also applied for a stay of execution. How could Seplat have immediately filed an Appeal and a Motion for Stay of Execution of the orders, when it said it was yet to be served?

Also, is a self-acclaimed law-abiding entity not supposed to first obey court orders, pending the outcome of an appeal or application for a stay of execution? What powers does Seplat have to insist that valid court orders must automatically stand still like the sun over Gibeon and the moon over the Valley of Aijalon until its applications for a Stay of Execution and appeal are heard and granted?

*A growing culture of confrontation*

Unfortunately, Seplat’s reaction highlights a growing notoriety for confronting and countermanding government agencies and the courts. Following the federal government’s revocation of the visa, residence, and work permits of its embattled CEO, Roger Brown, after his indictment for racism, discrimination against Nigerian employees of Seplat, favouring of foreign workers, breach of corporate good governance codes as well as a breach of Nigerian immigrations laws and regulations by himself and Seplat, the Board quickly issued a statement exculpating him of any wrongdoing even without any internal investigation. The statement by the Board Chairman, Omiyi, also announced that Mr. Brown, a British, would continue to function as the CEO of the Nigerian-registered company without a work permit. And indeed, Brown did carry on as Seplat’s CEO at least until 14th April.

Fast forward to 9th May, the CAC issued a statement pulling out of the planned 10th May AGM of Seplat, citing a 28th April order by a Federal High Court in Abuja ordering all parties in Suit No. FHC/ABJ.PET/8/2023 from taking any action that could undermine the res.

The letter signed by Luqman Salman for the Registrar-General concluded: “In view of the order of the court referred to above, the Commission, being a party to the suit, is under the obligation to obey the order. The Commission will therefore neither attend the AGM nor give cognizance to any resolution that may arise therefrom”.

This was in clear contrast with Omiyi’s earlier statement misinforming the Lagos and London capital markets that an attempt to stop the AGM failed, as the court declined an Ex-Parte order sought by aggrieved shareholders to that effect.

In a separate, but related case, Seplat had informed the CAC that it had a certain court judgment in Abuja dated 4th April 2023 in favour of the AGM (which predates the 28th April court order). Surprisingly, it failed to disclose this to the relevant regulators. And shockingly, to underline the deceit and false claim that the 28th of April did not matter or affect the AGM in any way, the Chairman of Seplat, Omiyi, appealed the same court order!

Of course, Seplat went ahead to hold the AGM in clear violation of a valid court order and in total defiance of the CAC, which would, ironically, want to execute the outcomes of the kangaroo exercise, including registering the purportedly elected directors.

*What manner of corporate governance?*

Also deserving of attention is the recurring chant in Omiyi and Seplat’s announcements that the crisis in Seplat is due to “unrelenting efforts to improve corporate governance by eliminating related party transactions and implementing other corporate governance initiatives”.

This is often a veiled reference to the contract Seplat awarded to its Pioneer Chairman and co-founder, Dr. ABC Orjiako through his company, Amaze Ltd, to rescue the stalled $1.3 billion mobile transaction. It was a contract approved by the Board for him to consummate the Mobil transaction he started. But what did Omiyi, Roger Brown, and their clique do? When the “food” was virtually ready, they sued Orjiako at the Federal High Court Abuja (Suit No FHC/ABJ/CS/386/2023) on March 21, 2023, accusing Orjiako him of misrepresentation by using Seplat’s letterhead to write the President and unilaterally communicating with the Federal Government over a business transaction worth over $300 million. The company is equally demanding the sum of $5 billion as damages.

But Orjiako has since denied any wrongdoing, saying he acted within his mandate, Board’s approval, and following appropriate discussions and for the benefit of the company. In a statement by his legal adviser, Senator Ikechukwu Obiorah, Orjiako also emphasised that the company was already benefiting from the values created by the letter to the presidency towards the consummation of the Mobil deal.

Instructively the same people, who dragged Orjiako to court and without the statutory Board approval for acting in good faith and within mandate in a company he laboured for 13 years to co-build, would not wash Seplat’s hands off the said letter. Instead, they are still riding on the value it created to consummate the deal. For instance, the heads of agreement, which Omiyi announced to shareholders during the AGM was the same idea proposed by Orjiako in the 22nd December 2022 letter to President Muhammadu Buhari, and for which the Omiyi-led Board sued him.

Again, Section 12.10 of the Nigerian Code of Corporate Governance expressly provides that “the tenure for Independent Non-Executive Directors should not exceed three terms of three years each”. So, how do Omiyi and Dr. Charles Okeahialam sit-tight syndrome after 10 years on Seplat’s Board “improve corporate governance”? How do the many controversial actions of the Board under Omiyi, his practical hijack of the day-to-day running of Seplat, and their confessed litany of avoidable and unapproved litigations the Omiyi-Brown leadership has plunged the company into at unprecedented cost “improve corporate governance”?

*Time to save Seplat*

While Seplat certainly has the inalienable right to appeal the court orders of 11th May, which sacked nine of its officers, they are under compulsion to first obey the court orders, as mere filing of an appeal does not in any way obviate the validity of the order.

But the real onus is on SEC, to effect the court order and save Seplat by constituting suitable hands to run the affairs of the company pending the determination of the Motion on Notice for Interlocutory Injunction. While Seplat has the right of appeal, as a law-abiding government entity, all eyes are on the SEC to execute a valid court order to save Seplat, shareholders, and investors from this protracted nightmare. The ball is indeed in the SEC’s court.

· Dr. Mefor, a Forensic/Social Psychologist, is a fellow of the Abuja School of Social and Political Thought