The directive by the Securities and Exchange Commission (SEC) that the co-founders of Oando Plc, Group Chief Executive Officer, Mr. Wale Tinubu, his deputy, Mr. Omamofe Boyo, and other board members should resign and an extraordinary general meeting be convened to appoint new directors, on or before July 1, this year, appears to play right into the hands of Mr. Gabriele Volpi, the Chairman and main shareholder of Intels Nigeria Limited, who has been having a running battle with Tinubu and Boyo over the control of the oil and gas company.
This comes exactly two weeks after the Nigerian Ports Authority (NPA) terminated its boats pilotage monitoring and supervision agreement with Intels for failure to pay $145 million in revenues the the FG’s Treasury Single Account ( TSA).
Alhaji Dahiru Mangal and Ansbury Investments Inc., had written two separate petitions against Wale Tinubu and Mofe Boyo. Specifically, Ansbury, a firm set up by the 78-year-old Volpi, a multi-billionaire, who holds dual Italian and Nigerian citizenship, with extensive interests in oil and gas, ports logistic services and real estate spanning 40 years in Nigeria, had petitioned SEC, where it sought removal of the two executives over their inability to repay $680 million, which he loaned them for the acquisition of ConocoPhillips oil and gas assets.
After failing to repay him the loan as at when due, Volpi
dragged the duo of Tinubu and Boyo to arbitration in London and won
The Oando founders, however, went on appeal, which is yet to be decided. Oando’s inability to repay the loan as and when due, was largely because of the collapse of oil prices in the international markets.
In 2012, Volpi had through his company, Ansbury, invested about $700 million in Ocean and Oil Development Partners Limited (OODP BVI), a special purpose vehicle registered in the British Virgin Islands, by acquiring a 61.9 per cent stake in the firm, while a company owned by Tinubu, Withmore Limited, held 38.10 per cent of the stake in OODP BVI.
It was reported then that Tinubu had approached Volpi to invest in the British Virgin Islands-registered firm when Oando Plc was seeking to acquire ConocoPhillips’ upstream oil and gas assets in Nigeria for $1.5 billion, a deal eventually consummated in 2014.
OODP BVI, in turn, owns 99.99 per cent of the shares of Ocean and Oil Development Partners Nigeria Limited (OODP Nigeria), which holds 55.96 per cent of the shares in Oando Plc, the oil and gas company listed on Nigerian and Johannesburg Stock Exchanges. The action of SEC in demanding the resignation of Tinubu and Boyo paves the way for Volpi to use his majority shares in OODP to choose the CEO, Deputy CEO and CFO in Oando Plc and establish full control. THISDAY checks reveal that Volpi has began consultations in this regard over the weekend and is looking to get Dahiru Mangal to join him in this pursuit despite Mangal making peace with Tinubu and Boyo and appointing 3 directors into Oando Plc. Mangal nominee directors will be the only surviving directors in the post SEC clampdown. But they would have no quorum to convene the board and take decisions, except new directors are appointed by shareholders led by Volpi controlled OODP in the SEC-ordered Extra-ordinary General Meeting.
Meanwhile, more facts have emerged as to the alleged infractions
and false disclosures by Oando Plc which led the Securities and Exchange
Commission (SEC) to order the oil firm’s Group Chief Executive Officer, Mr.
Wale Tinubu, the deputy, Mr. Omamofe Boyo and other board members to resign.
Tinubu and Boyo have challenged most of SEC’s findings and are citing lack of
fair hearing in the entire process.
According to SEC, Oando and its Directors are to pay a total fine of N417.692 million for the various forms infractions the oil and gas company violated.
SEC disclosed this in a six-page letter dated May 31, 2019, that was addressed to the Chairman, Oando Plc, that was obtained by THISDAY last night.
But Oando, in a five-page letter dated June 1, 2019, and
addressed to the Acting Director-General, SEC, Mary Uduk, demanded the withdrawal
by SEC of the penalties listed in the letter within three days, insisting that
the findings were largely unfounded and remained unsubstantiated in the absence
of any representation from the oil and gas company before the regulator arrived
at its sanctions.
The oil and gas company also demanded that it should be given the findings of the forensic audit as well as an opportunity to defend itself.
However, a breakdown of the fine the Commission asked Oando to pay showed that while SEC directed the company to pay the sum of N8.450 million for publishing untrue statement in its 2012 financial statements, in violation of Rule3(4) of the SEC Rules and Regulations, made pursuant to the Investment and Securities Act (ISA) 2007; the company was also expected to pay N7.850 million to the Commission for publishing untrue statements in its 2013 financial statements in violation of Rule 3(4) of the SEC Rules and Regulations, made pursuant to the ISA 2007; and another N42.750 million to the Commission, for non-disclosure of related party transactions in its 2012 financial statements in violation of Rule 39 (1&7) of the SEC Rules and Regulations, 2013, made pursuant to ISA 2007.
In addition, Oando was also asked to pay another N30.625 million as penalty to SEC for non-disclosure of related party transactions in its 2014 financial statements, in violation of Rule 39(1&7) of SEC Rules and Regulations, 2013, made pursuant to the ISA 2007.
Furthermore, Ademola Akinrele SAN, Ammuma Alli, a former permanent secretary in the Federal Ministry of Petroleum Resources, Engr. Yusuf Njie, Ike Osakwe, Oghogho Akpata and Tanimu Yakubu, Chief Sena Anthony and Oba Adedotun Gbadebo, all Directors of Oando, were directed to immediately refund to Oando Plc, the total sum of N145,767,316, being remuneration and other benefits paid to them above the provision of the Board Charter over a period of five years. It must be pointed out that no wrongdoing was established against the directors most of whom have sent in the refund cheques.
A further breakdown showed that Akinrele was directed to refund N24,351,158; Alli -N11,950,00; Njie -N3,115,000; Osakwe – N24,351,158; Akpata – N28,975,000; Yakubu -N24,000,000; Anthony -N11,250,000 and Oba Gbadebo -N20,000,000.
The letter also stated that for certification of untrue
statements of material facts in the 2013, 2014, and 2015 financial statements
of Oando Plc in violation of Section 60(2(b)(ii)of the ISA 2007, Mr. Jubril
Adewale Tinubu, who is the Group Chief Executive Officer and Mr. Olufemi
Adeyemo, the Chief Financial Officer were ordered to pay the sum of N91.125
million each to the commission.
“All monetary penalties referred above should be paid to the commission immediately,” it added.
“Mr. Jubril Adewale Tinubu and Mr. Godwin Omamofe Boyo are hereby barred from being directors of public companies for a period of five years for improper conducts in managing the affairs of Oando Plc to wit: market abuse, related party transactions not conducted at arm’s length, misstatements in the financial statements of Oando Plc.
“In view of the gravity of the corporate governance lapses and internal control failures observed in the company, every person who sat on the Board of the company when the failures occurred: Oba Gbadebo; Mr. Mobolaji Osunsanya, Mr. Olufemi Adeyemo; Mr. Oghogho Akpata, Chief Sena Anthony and Mrs. Ammuna Lawan Alli, should resign his/her position from the Board of Directors of Oando Plc, failing which such person would be barred from serving as a director in any public company for a period of five years.
“Oando Plc should convene an Extra-Ordinary General Meeting on or before July 1, 2019, to appoint new directors and articulate remedial measures for the observed corporate governance lapses,” it directed.