This is a story of Nigeria’s biggest indigenous oil and gas company, a 61-year-old entity that was morphed over the years by a combined dose of ballsy youthfulness, ruthless ambition and the kind of opportunity that can only be found in an emerging economy.

The story begins with a historical perspective of the company and how it came to be one of Nigeria’s most controversial businesses. It culminates in the recent board room scandal that is threatening its future, as well as the investment and jobs of thousands of Nigerians.


Part 1

In 1956, just 4 years before Nigeria’s independence, a company named Esso West Africa Incorporated was formed in Lagos Nigeria. The company was owned by Exxon Corporation, one of the largest energy companies in the world at the time. During the oil boom era in 1976, 20 years after, the Nigerian government acquired Esso’s interest, making it the sole owner of the company. The government soon changed its name to Unipetrol Nigeria Limited.

Just 9 years earlier, a boy named Jibril Adewale Tinubu (JAT) was born to the household of Alhaji Kafaru O. Tinubu. Alhaji Tinubu was a lawyer, political godfather and retired Police Commissioner in the old Western Region.

Just as young JAT was going through the rigors of primary school education, a young Italian named Gabriele Volpi arrived Nigeria to begin a new phase of life that will eventually lead to him becoming one of the wealthiest and most influential Nigerians. Unknown to the two, their destinies would soon cross paths in a remarkable way.

The young JAT eventually graduated as a lawyer to the pride of his father who had hoped that he would one day help run his practice. But JAT had other plans. He eventually joined the chambers of Sofunde, Osakwe, Ogundipe and Belgore, apprenticing under a then-rising litigator, Babatunde Raji Fashola who became a governor of Lagos state many years after.

In perhaps the first sign of his ruthless ambition, JAT convinced Barrister Babatunde Raji Fashola, his boss, to join him in setting up their own law firm. Fashola would eventually agree and so they formed KO Tinubu and Co law firm, intentionally jacking the name of his father’s law firm in a bid to ride on an established brand. His father was thus, one of the first individuals to taste JAT’s ruthlessness.

But JAT was not really into law, at least not the way his former boss and colleague, Fashola, practiced. He was more interested in oil and gas and soon found comfort in a friend named Jite Okoloko. Jite would later introduce JAT to a deal to supply diesel from Unipetrol to fishing trawlers in the oil hub of Port Harcourt. They had no vessel to execute the trade until another friend, Mofe Boyo showed up with a solution. Mofe, who then worked with an American oil services company that had shipping vessels, introduced them to a ship named ‘The Carolina’ – a ship that cost $10,000 a month to hire. JAT had to borrow from his dad to fund this ship, making this perhaps the first of many borrowings.

 

They soon hired the ship and started their supply business. In that same year, (1994), they formed a company which they called Ocean and Oil Ltd. Business went quite well in the early months until they faced delays in payments from their clients. Soon they started owing their own creditors. The owners of The Carolina, frustrated about being owed, were also facing financial squabbles and wanted to sell the ship.

For the trio, this was a big chance they could not pass on. The trio got a microfinance firm to loan them $100,000 at 10% interest rate per month, which they used to purchase the boat. In typical JAT style, the deal also relieved them of paying their outstanding liabilities to the ship owners.

In the 1990s the Federal Government under the leadership of General Ibrahim Babangida decided to privatize government entities. However, privatization would not start fully until democracy was ushered in 1999, under the President Olusegun Obasanjo administration. This was timely as it coincided with the early exposure of JAT and his friends to the lucrative world of crony capitalism. It so happened that one of the government’s entities listed for privatization in 2000 was Unipetrol.

Mofe Boyo
Deputy GCE
Oando Plc

JAT and his friends, again decided to put together an audacious bid for 30% of Unipetrol, which the government put up for sale. At the time, the CEO of Unipetrol and former Chairman of the NFA, Yusuf Alli, reportedly burst out laughing, joking that it was akin to a tilapia fish trying to swallow up a whole whale!

He will come to taste the corporate ruthlessness of JAT.

At the head of the privatization programme in the new Democracy was Alhaji Atiku Abubakar, the Vice President of Nigeria and a onetime business partner of Volpi. The deal was also being midwifed by a firebrand technocrat by the name of Mallam El-Rufai, the Director General of the Bureau of Public Enterprise. Atiku had encountered El Rufai at a world bank seminar in the UK and soon convinced him to come and run the country’s privatization programme under the auspices of the BPE.

In the corporate world of deals and deal making, politics and business have a surreptitious love relationship. And so, Ocean and Oil Ltd soon acquired 30% of Unipetrol in 2000. The story making the rounds then was that they secured funding from CEPSA, a Spanish Oil trading firm, who were their technical partners.

The deal cost $19 million at the time and was as usual laden with a lot of controversy. How they got the Spanish firm to fund this transaction is as complicated and mysterious as their complex shareholding structure. The Labor Union at the time kicked, saying that the government was selling the firm at a giveaway price. Some claimed that the cash left when they bought Unipetrol was more than the 30% equity they paid for, suggesting that the deal was free. The annual report however, showed that this was not the case. Most of the cash was bank overdrafts.

JAT soon became CEO with his two friends on the board as executive directors of Unipetrol. As board members, they soon structured a technical services fee of 4% of profit, to be paid by Unipetrol to Ocean and Oil Ltd.

Two years later, the trio again led Unipetrol to the acquisition of 60% ownership of Agip Oil. Just like in the Unipetrol deal, they had no cash and had to rely on loans to fund the transaction. They obtained a syndicated loan of N8b, from a consortium of banks led by First Bank Nigeria, to pay for the acquisition of Agip. In 2003, Unipetrol Nigeria Plc merged with Agip Nigeria Plc and was rebranded “Oando”.

Thus, began a journey of complex deal making, alliances and acquisitions that spanned across continents. The trio, still in their thirties, became celebrities in the corporate world which was at the time dominated by banking whiz kids. They had plans to dominate the oil industry and had already courted government officials and banks. Their popularity soared and most Nigerians saw them as role models. Soon, their fans would be invited to join the train.

To make sure that their popularity at the time did not go to waste, they immediately launched a combination of a rights issue and public offer in 2004. Oando initially planned to raise N5 billion but the frenzy and hype that followed the whiz kids, helped them to raise a whopping N16 billion. The rights issue, which was oversubscribed by N11 billion, was a record at the time.

However, unknown to a lot of investors, at a rights issue price of N95, they were paying the trio, 38x the earnings per share of the company. By the time the offer was over, the multiple had risen to 48X. The new shareholders were on board but had no controlling interest as the trio still retained control (43%) of Oando via a holding company named Oando and Oil Development Partners (OODP). Within 11 years of owning this company, JAT and his friends had changed the shareholding structure of the company a total of 12 times. Out of the 12, 6 of the changes was via Bonus issues. Oando, under the management of JAT, changed the shareholding structure every year except 3, since he became the CEO in 2000.

The company would also own several subsidiaries and assets under complex shareholding structures, most of which were registered as tax havens. They had also embedded several voting rights and agreements that gave investors in their SPVs no say on the management of Oando.

Here is an excerpt of what a typical agreement looked like: “Ownership of the Class A shares by the company provides it with 60% voting rights but no rights to receive dividends or distributions from the applicable Operating Associate, except on liquidation or winding up. Ownership of the Class B shares entitles the Holdco Associates to 40% voting rights and 100% dividends and distributions, except on liquidation or winding up”.

It’s that complex. By the end of 2013, Oando’s share price had crashed from the Public offer price of N95 to as low as N19, due to the effect of multiple bonus issues, right issues, scheme of arrangement, poor results and bad decisions.

In 2010, the audacious trio will again take a decision that would perhaps alter the course of the company’s history forever.



Part 2

Flashback: After the merger, Jite, one of the founding members of Ocean and Oil Ltd, was now also the MD of Oando Energy Services, a subsidiary of Oando that was into drilling and provision of services to upstream oil companies. Oando held 51% equity in that company.

Jite was said to be the ‘brain force’ driving operations in Oando and basically oversaw the day to day running of the business. JAT, was the face of the business and was tasked with pursuing and closing deals while Mofe was, by some account, in charge of putting up all the complex legal structures that facilitated deal making. Mofe honed his skills while at the law firm of Chief Rotimi Williams’ Chambers, a leading Nigerian law firm, where he specialized in shipping and oil services and worked on several joint venture transactions between the NNPC and IOCs.

In 2006, just as the new Oando was still basking in the outcome of its Public Offer and Rights Issue, opportunity came knocking again, this time in the form of a notorious government entity, the National Fertilizer Company of Nigeria (NAFCON).

The company was moribund and the government of Obasanjo decided to sell it. And so, crony capitalism will once again play its part, in yet another block buster corporate deal.

Being friends with people like James Ibori at the time was enough to make any eagle-eyed businessman own just about anything. Ibori was Delta State Governor and was said to have ostensibly approved Obasanjo’s second term via the Governor’s forum. Mike Orugbo, was said to be one of such close friends of Ibori who had his eyes on NAFCON. Orugbo was a former NNPC executive and owner of an engineering servicing firm that serviced oil companies. This was thus a big break. Mike would soon lead his company, O’secul Nigeria Ltd to bid to acquire the assets of NAFCON in a deal that cost about $152 million. The deal was said to be financed via a $150m loan from Oceanic Bank, while Mike secured the $2million. Rumors will later have it that James Ibori through one of his cronies, the accountant Henry Imasekha backed the deal. This would be denied as is typical with transactions like this, the opaque nature ensured no evidence was gotten to confirm the rumor. A new company, Notore Chemical Industries Limited will later own the assets taken over from NAFCON in 2005. As fate would have it, Jite Okoloko, a friend of Ibori’s would be called to come and be the MD of Notore Chemicals Ltd. Thus, ended a chapter in the fascinating story of Oando.

With Jite now gone as executive director (he still remained as director) it was left to JAT and Mofe to take the company to its next chapter. An inkling into Oando’s next chapter will surface in a 2009 Financial Times interview of JAT. By 2009, Oando was already the market leader in the downstream sector and was posting group revenues of N337 billion up from the N183 billion it reported just after the famous Public offer and Rights Issue. Its earnings per share had also risen from N2.65 to N11.32 within the same period. The sky seemed to be the limit. As a leader in the downstream and midstream of the oil and gas sector, the next step was to conquer the upstream market, where they already had an interest, but needed to, as you’d expect take the lead. And so he was asked by the FT journalist, “where do you want to be in terms of production?”

His response was succinct and assertive: “We have a plan to get 100k bpd. I think we have a five-year plan to get 100 thousand barrels per day by 2013, with 300 million barrels of reserves”. Bemused, the reporter asked

“Now, how do you get to this?”

JAT responded: “By a combination of exploiting our licenses, and producing our own fields, as well as acquiring assets, just like we did last year, when we acquired a 15 per cent stake in two blocks [from Italy’s Agip] for 200m naira ($1.3m). There are more of those acquisitions to come.”

Of course, more was to come.

Flashback: JAT had built a craving for acquiring just about anything he wanted with only cash as the snag. And because of his reputation, that was the least of his problem. He had already found the holy grail to raising just about any cash he needed. Add that to providing just the right vehicle & alliances. The hard part was perhaps dealing with regulators. That, he also had balls for.

In 2005, just as Nigerians were still basking in the oversubscribed offer, the trio set their sights on the south side of the continent. They came up with yet another audacious plan to list on the Johannesburg Stock Exchange, never before done by any African owned company. Just 39 years old at the time, critics again, joked at the sheer audacity of this move. But to JAT, it was an important part of raising capital. They knew they had to build a solid reputation as not just a Nigerian entity but one with the right corporate governance and structure to list not just in the second largest, but in the largest stock exchange in Africa.

This model would become handy a few years down the line.

For now, listing on the JSE gave them access to capital to fund rig ownership, invest in upstream assets, and expand their midstream business.

Referring to the FT interview, being able to own an asset that produced 100kbpd could only arise if there were upstream assets available to buy. By 2010, Oando had direct and indirect interest in a whopping 44 subsidiaries, most of which held its interest in Oil Blocs, Gas Companies, Rigs and so on. But he needed to go for the juggernaut.

As the Jonathan administration secured a new 4-year term in 2011, the Ministry of Petroleum resources, under the leadership of a rising power broker, Diezani Allison-Madueke, oversaw the divestment of the interest of IOCs in oil blocs. IOCs were selling their holdings in “juicy” oil blocs to local Nigerian business, in what would eventually become one of the biggest economic scams in Nigeria’s history. Oando wasn’t going to miss out on this sale and thus set their sights on what was perhaps the biggest of them all. Conoco Philips (COP), an American Oil company, was divesting from OML 131 and valued its stake at about $1.7 billion. To show its commitment to acquiring the asset, Oando needed to stump up about $435 million, representing 25% of the purchase consideration. JAT had a grand plan and this involved a strategy from one of his play books.

Rather than have Oando Plc purchase OML 131, he would use a different entity. In 2012, riding of the reputation of listing on the JSE years ago, JAT would lead Oando to acquire a Canadian Entity known as Exile Resources Incorporated via what is called a reverse listing. A reverse listing is an acquisition of a listed coy by a private company, resulting in the private firm listing its shares on a stock exchange. It’s basically used by private firms to list their shares on the stock exchange without having to pay the expensive cost of public listings and going through tough regulatory scrutiny.

Oando acquired 94% of Exile and changed its name to Oando Energy Resources (OER). Just like the JSE listing, JAT and Mofe now had another company listed in an even more prestigious stock exchange. But this wasn’t all about prestige. OER would be the vehicle that would own most of Oando’s upstream assets and would also own beneficial interest in several other entities incorporated in tax havens such as the British Virgin Islands. To secure the funding for the $435m, JAT had a grand plan. He would need to secure funding from a combination of banks and High Net Worth Individuals (HNI). This would help him pay the $435 million and buy him time to look for the balance $1.35 billion and even repay the initial $435 million. Typically, deals like these are funded with a hybrid of debt and equity. The equity part is from the company’s cash or from new equity. But Oando in 2012 had a net current asset (liability) of negative N161 billion. That, sort of balance sheet for a project or asset finance of this nature was a no-no. In fact, it technically had no cash. The N13 billion cash in the bank was zilch if you netted off the N48.5b it owed banks in overdrafts. But snags like theses don’t deter JAT and Mofe. In fact, it spurred them and they were after all, corporate titans already. So, JAT and Mofe rolled out their grand plan. They would pull up a list of highly influential people whom they could call up for cash. The Italian, who had come into Nigeria around the time JAT and Mofe were teenagers had grown to become one of the most influential business men in Nigeria. He basically controlled the ports. This was 2012 and Gabriele Volpi, friends and business partners with Atiku and many other politicians had the cash they needed. Volpi had just the right vehicle to do this deal – his company Ansbury Investment Ltd, registered in Panama, another tax haven.

Thus, in 2012 Ansbury would acquire 60% of Oando and Oil Development Partners (OODP). OODP also owned 43% of Oando Plc and were the majority shareholders of Oando Group. Volpi, via Ansbury, therefore indirectly – or so he thought–, owned about 26% of the Oando Group. Ansbury would even do more than investing via equity. The kids he had met through his politician friends had impressed him enough to invest. Ansbury thus lent OODP another $50 million (N7.7 billion) to help augment funding for the $435 million Oando needed to show firm commitment for buying COP.

Another VIP on their contact list was a notable power broker in the ruling political party, PDP, whom the Economic and Financial Crimes Commission (EFCC) once accused of running a smuggling ring. Alhaji Dahiru Mangal, reportedly funded the election of former president late Umaru Musa Yar’ Adua, right from his gubernatorial election days, and was a HNI.

Through a special placement by Oando, Mangal would acquire 4% of Oando Plc using 5 different proxies as shareholders. In typical Oando fashion, OODP which owned 94% of OER, lent its subsidiary $200 million at an interest rate of 5% to pay for the 25% deposit. The $200 million from OODP was presumably from the sale of shares to Ansbury. OER will eventually pay the $435 million after adding the $200 million from OODP to another N27.2 billion from Nigerian banks.

By 2013, Oil prices was trading well above $103 a barrel, and the prospects of owning COP became even more salivating for all parties. Everyone wanted this deal to proceed no matter what, but Diezani, the new power broker in town stood in the way. However, with Volpi and Mangal already part of this transaction, Diezani would eventually bow to pressure, approving the deal in June 2014.

So, in July 2014, Oando (OER) successfully paid for the acquisition of COP, one of the biggest oil deals ever to take place in Nigeria.

JAT and Mofe did it again, against all odds.

Oando’s share price soared to N29, a 100% gain from the N15 it traded at a month earlier. Investors perhaps turned a blind eye to the crushing debts the company was carrying. By Nairametrics estimates, Oando had borrowed up to N200 billion to finance this transaction. Their loan book had also ballooned from about N113 billion in 2012 to about N470 billion by the end of 2014.

In that same year, crude oil experienced a massive correction that would see prices go from $100 when they closed the deal, to $55 by December. Investors soon became jittery and the share price plummeted to about N17 by the end of the year.

A defiant JAT later tweeted in December saying that “The COP acquisition was a master stroke for us. It will take billions of dollars and decades to replace these assets. And to think we only just started… Excited about our next stage of development and the African indigenous hydrocarbon renaissance.”

Of course, this was in December 2014 when no one knew how bearish the oil market would turn. But in his mind, he and Mofe probably knew the biggest battle yet, for them, was lurking.

It would be a battle for survival that will require all the skills he had acquired for nearly 2 decades as CEO of Oando, to confront. The battle on many fronts would center on the survival of Oando and his reputation as a board room maestro.

The closure of the COP transaction was to become the opening of a new vista of multiple setbacks. It would precipitate the squabble between JAT, Mofe and 2 of the most feared businessmen in Nigeria, Alhaji Mangal and Gabriele Volpi.


Part 3

Acquiring COP in hindsight appeared to be a massive game changer and would propel JAT and Mofe to the top of Africa’s Oil. In fact, just 3 years earlier in 2011, Forbes Africa Magazine had dubbed JAT “The King of Africa’s Oil.” It was a reputation he would have to live up to. He who wears the crown must bear its weight they say.

The drop-in oil prices and the potential headwinds that lurked were worrisome, but the reward for owning COP clouded any worries he and his investors may have had. Stakeholders, including banks, were also reminded of the benefits of owning COP. They owned 95% of the potentially lucrative OML 131. The deal, it was reported, also included a 17% interest in Brass LNG Limited. Who could doubt the might of such as asset?

The comfort of owning COP assured the banks and other investors, even if temporarily, that everyone would be taken care of one way or the other. In fact, JAT loved to pay dividends. For 9 years, between 2005 and 2013, a total of N30 billion was paid as dividends. Everyone was happy.

Despite the declining share price, by late 2014, the company had at least, made some money for investors. In the stock market, smart money viewed price volatility as an opportunity to take huge bets. Traders would buy low and create a sense of demand, luring greedy retail investors who knew little about playing the market in the process. Shrewd investors had a name for them – “greater fools”.

Just as JAT took care of his investors and banks, he also had a way of taking care of his own. Page 158 of the company’s 2014 annual report listed about 21 related party transactions that involved companies –wherein Oando directors had significant interests–, that provided services to Oando. This was by no means illegal.

Anyone who mattered was well taken care of, including JAT. For example, Triton Aviation Ltd, a company reported as owned by JAT, the Group Executive Officer (GCE) as he is officially referred to, provided management services worth N409 million to Churchill C-300 Finance Limited, one of the many companies owned by Oando Plc. But the single biggest of them all went to Intels Ltd, the company owned by Volpi. Intels West Africa Ltd provided cargo handling operations worth N1.1 billion to Oando Energy Services Limited in 2014.

It seemed like everything was under control. The drop-in oil price may well just be a blip. This was perhaps what played in his mind when he made that famous tweet in December 2012. However, they didn’t want to take any chances. The company had already perhaps foreseen an urgent need to raise capital. The sense of urgency was clear as oil prices were tanking and the outlook for 2015 was not so rosy. Better to raise capital now than wait for when things become messy and uncontrollable.

So, they rushed to announce a rights issue that would cost shareholders N22 per share and help the company raise about $300 million (N48 billion). The offer was so swiftly announced that they forgot that they were yet to obtain SEC approval as is required. SEC would promptly suspend the offer, a decision that proved costly down the line. As the cool harmattan winds of Christmas neared, hope was in the air that perhaps, things might still swing their way.

However, a few weeks later, and as the world ushered in a new year, oil prices dropped below $50 for the first time in 9 years. The pressure was on, not just for the oil industry but for the Nigerian Economy. With the election looming amidst threats of violence and a gloomy economy, the stock market took a drastic turn for the worse. The NSE All Share Index, used to measure stock market performance plummeted by 14.7%, the largest drop since October 2008. By the time the dust had settled, investors had lost a whopping N1.6 trillion in 1 month. This would come to be referred to as the January massacre.

Oando wasn’t spared as you would expect. SEC’s suspension of its rights issue had indeed proven costly. The share price of Oando Plc crashed to about N16 at the end of January, losing 27%.

This, however, was not the sort of setback to deter JAT and Mofe. The stakes were too high and there was no going back. By January, SEC had approved the rights issue and Oando would go on to raise capital at a share price of N16.5.

The share price would hold steady for the next 12 weeks rising as high as N17. But investors were already getting wary. It was the summer of 2015 and no one had seen the company’s 2014 annual report. It was also yet to release its 2015 Q1 and Q2 results.

Investors would not have it any longer. The suspense was too much to handle, especially with oil prices now at a new low of $43. Oando’s share price would soon drop to N12.50 with a whopping N90 billion wiped out off its market share.

By mid-October, the share price would drop below N10 for the first time in years. Despite this drop, some took cold comfort in the fact that the stock market was crashing and oil and gas stocks was taking a beating. It wasn’t just an Oando problem, this was a wider stock market crisis. Some investors, in their apparent “wisdom”, would go on to even buy the shares. After all, a renowned American investor whom the world regarded as the greatest ever, had once said: “be greedy, when others are fearful and fearful when others are greedy”. It appears in hindsight, that he may had been quoted out of context. In Nigeria, things work differently.

Oando dropped its much-awaited result on the 23rd of October 2015. It did not ‘disappoint’. The company had recorded a colossal loss of N184 billion in 2014, the largest ever by a quoted company in Nigeria. Oando had recorded many firsts in the history of corporate Nigeria but no one imagined the size and the implication of this one. It perhaps explained the reason for the delays. They say when it rains it pours.

The company had taken what accountants call an impairment on all its legacy holdings. Total write offs in its upstream assets were about N73 billion. To make matters worse, the auditors would also report a major breach. According to them, Oando had “paid dividend from unaudited reserves as at June 2014. However, as at year-end there were insufficient reserves to absorb the dividend paid”. In simple terms, it paid dividends in July 2014, in advance of profits, which it thought would remain in its accounts by year end. After all, since oil prices still looked good, some ‘excited’ analyst may have projected a bumper profit by year end. It was like eating your cake before you had it. But by December, there was actually no cake to be eaten. The profits Oando accumulated in its reserves all these years were wiped out in one fell swoop. COP was not what it seemed.

Auditors, in their disclosure, would again question the going concern status of Oando – a concern usually expressed when a company’s current liabilities exceed its current assets. They worried that it may not remain a business. But this was an Oando led by JAT and Mofe. They had not fought all these battles to let their hard-earned company go up in smoke. They soon went to work.

In December 2015, they announced that they had bought out the minority shareholders in OER, the company listed in the Toronto Stock Exchange and which owned COP. It would prove to be the move of a grand master. They held on, even as the share price slide to under N4 by the turn of the new year, with more losses in its wake.

2016 held some promise and JAT would later tell shareholders in the AGM of 2016 that “we faced each challenge with renewed vigor and recorded significant milestones…” Our three key business drivers remain: Growth, Deleverage and Profitability”. The strategy in effect was to sell some of their assets and restructure their debts. The latter was more precarious. It had to be done because if the banks call in their facility, it could spell huge trouble. Banks also knew this was not the route they wanted to take, so they waited on JAT. They were all in this together and agreed to a restructuring of Oando’s debts, which was announced in June 2016. Ten Nigerian banks would come together and restructure N95 billion in loans owed by Oando.

Only JAT and Mofe could pull this off. This feat, which nearly went unnoticed almost swallowed a telecoms company this year, were it not for the intervention of regulators. The deal permitted Oando to freeze payment on the loan principal for three years, allowing them to only service the interest. This was huge as it meant that at least, the company could remain solvent.

JAT had survived once again, but battles still lay ahead. In July 2016, Oando would announce a mega $210 million deal with HVI, a joint venture owned by Helios Investment Partners and Vitol, a world leader in oil marketing. The JV would own 49% in a significant part of Oando’s downstream business under a new entity called OVH Energy (“OVH”).

By September 2016, Nigeria’s economy took a turn for the worse. The economy was deep in recession and oil prices had nosedived. The government was scrambling for revenues and searched in all places. They pulled funds from banks into a new pool called the Treasury Single Account (TSA). Politicians bandied thoughts of new taxes on the rich and an increase in tariffs. Trials of corruption cases began in the pages of newspapers. The government had its sights set on everything: they even took over the security of oil installations from the previously contracted Niger Delta Militants. And so, it was no surprise that they would go after the ports, a major cash cow. The ports were targeted and thus for the first time in many years, the monopoly of Intels, owned 70% by Volpi, was challenged.

The pressure was seemingly on and revenues were shrinking for most businesses in the country. Even Nigeria’s richest man saw his position on Forbes list plummet against his fellow billionaires around the world. The rich cried.

As you would expect, business owners started looking inwards and around to see which assets they could latch on to. It was the time when owners of businesses long forgotten, rang CEOs for regular updates on the financial status of their investments.

In July 2017, a local news channel broke the news that the SEC had suspended the AGM of Oando which was to take place on September 11, 2017. Oando was livid and the news channel soon withdrew the news from its website, perhaps out of fear of litigation. But Oando would admit soon after that they were under investigation but that the AGM was yet to be suspended. As rumours swelled and more facts emerged Oando would later reveal who had written the petition that instigated the SEC investigation. Volpi and Mangal, two businessmen that JAT had reached out to during the COP transactions had petitioned SEC.

A newspaper article would subsequently allege that they accused the company of falsifying their financial statements and wanted JAT, Mofe and the board to step down. The report also claimed that Mangal claimed he owned 13.9% of Oando Plc, and not the 4% recorded in the shareholder register. Oando of course denied all the allegations of wrong doing. JAT in his defense has stated that the disagreement between himself and Volpi over the $80 million lent to him by Volpi to acquire a stake in OODPL, is currently before an arbitration panel. Debtors at least, had a right to fair hearing, one analyst would remark. Creditors only had to be patient.

Investors were not aware that apart from extending the $50 million loan to OODP to help pay for 25% of COP, Volpi had also lent JAT $80 million. You would think this all meant he perhaps owned Oando Plc. But this is not how things work in the corporate world. Oando reportedly claimed that the move by Mangal and Volpi was a ploy to takeover Oando Plc and remove him from office at a company he ostensibly founded years ago. He also claims Ansbury Plc, had a representative on Oando’s board who approved the company’s 2015 financial statement, which Volpi alleges were ‘cooked’.

JAT and Mofe were used to many challenges, ranging from funding, listing, oil prices, being called “too young” and being laughed at. But never before had they faced a board room squabble – the type that could threaten ownership and control of their beloved creation. The AGM taking place was the true test and SEC, they believed held the aces.

SEC would later allow Oando to proceed with its AGM, stating that the petitions by the aggrieved parties did not warrant the suspension of the company’s AGM. SEC further advised the petitioners to seek a court order restraining Oando from holding its AGM. They didn’t stop there. The regulator also advised Ansbury Plc, Volpi’s vehicle to write to Oando seeking representation on its board. SEC claims it can still reverse any decision taken at the AGM, if further information that can instigate such is brought forward.

This was by analysts’ accounts a master stroke and a result of the complex shareholding structure that Oando had created years ago. It was as if they knew that one day the chicken would come home to roost, but ensured that when that happened they wouldn’t be home.

JAT and Mofe’s complex shareholding structure was such that Volpi’s company, Ansbury had no direct shareholding in Oando Plc as allegedly claimed by the petitioner in the newspaper report.

Alleged shareholding structure

Oando Shareholding Structure

Shareholding structure as explained by Oando Plc:

Oando Shareholding Structure as confirmed by Oando.

All they owned were shares in OODP registered in the British Virgin Islands, which in turn owned shares in OODP registered in Nigeria, which in turn owned shares in Oando Plc. Volpi, analysts explained, will thus need to kick JAT out in the British Virgin Islands before he gets to Nigeria. Some analysts even opine, that this was perhaps why SEC could not act. No Nigerian entity was in trouble here. Retail investors and local shareholders, were not the petitioners so SEC had to wash its hands clean and refer the matter to the courts.

The courts some said, would first entertain arguments surrounding jurisdiction as both companies are not registered Nigerian entities. Some also claim a good lawyer could perhaps swing the case in Volpi’s way if he argued differently. Another card which they may have played was putting pressure on Oando’s investment abroad. But JAT and Mofe had delisted OER from the Toronto Stock Exchange either by providence or by being smart, it was the move of a grand master.

OER whom everyone thought was owned by Oando Plc, was always owned by OODP. The “Oando” in the “ER”…well…

Mangal also had an issue it seems. By not disclosing that he owned a further 13.9% of Oando, lawyers claim he may have contravened certain Companies and Allied Matters Act (CAMA) provisions. In Nigeria, shareholders who own more than 5% of shares in a publicly listed company had to disclose it. Oando claims he did not. To be fair, Mangal and Volpi were yet to make official statements thus arousing major suspense for all stakeholders.

And so, as the AGM loomed, the 11th management of Oando worked all weekend to ensure that it not only took place, but successfully so. The PR machine was in full gear. Reports suggest that social media influencers were mobilized to action. The media stayed coy.

Success by most counts was to get the audited accounts approved with JAT and his board securing their positions as directors of Oando Plc

They left nothing to chances. Sources suggest that they had lawyers stationed in nearly every high court, in case someone filed an injunction against the AGM. The AGM would hold amidst some protest but just as they wanted, everything went as planned. The accounts were approved and JAT and Mofe would retain their positions at Group Chief Executive and Deputy Group Chief Executive.

JAT and Mofe may not be feared businessmen or ‘street’ as some would opine, but one thing is clear: they have demonstrated over time that they are “Corporate Kings” and master “manipulators” of the laws that govern shareholding structures. Their notoriety may attract many critics or even fans, but corporate Nigeria is bearing witness to two guys who are not yet ready to bow out.


Materials for this story was obtained from annual reports, press releases, information memorandum, NSE filings, company websites and other publicly available information. This is a Nairametrics creation.

 

Reprint, curation, adaptation or re-posting this story without the consent or approval of Nairametrics will be viewed as plagiarism.

2 COMMENTS

  1. I am so much in love with your writing style. it is as intriguing as it is engaging and revealing.
    You are doing a great service to all who aspire to play in the murky waters of Nigeria’s political economy.
    Thanks a bunch

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