The ongoing legal battle for the soul of Seplat Energy Plc, an indigenous oil and gas company, has now shifted to the Abuja Division of the Court of Appeal, where the company is praying the court to set aside the decisions of Justice Inyang Ekwo of the Federal High Court Abuja, which granted an ex-parte interim order against the company and some of its officers in response to a motion for interlocutory injunction filed by disgruntled shareholders.
As a result of the ruling made on May 11, 2023, by Justice Ekwo, Seplat’s CEO, Mr. Roger Brown, and Board Chairman, Mr. Basil Omiyi, were suspended pending the resolution of the motion. The judge went even further to order the Securities and Exchange Commission (SEC) to immediately appoint suitable persons to run the affairs of the company.
Also suspended by the court were Seplat’s Independent Non-Executive Directors (INEDs): Ms. Emma Fitzgerald, Dr. Charles Okeahialam, Professor Fabian Ajogwu, Mr. Rabiu Bello, and Mrs. Bashirat Odenewu, as well as the company’s Secretary, Mrs. Edith Onwuchekwa, and Chief Operating Officer, Mr. Samuel Ezeugwuorie, who were listed as second to 10th defendants.
The orders followed a motion ex-parte dated May 8 and marked FHC/ABJ.CS/626/2023 moved by counsel to the plaintiffs, Dr. Abiodun Layonu SAN.
But Seplat, in a notice of appeal filed by its lawyer, Mr. Matthew Burka, SAN, is praying the Abuja Division of the Court of Appeal to set aside the decision of Justice Ekwo and any other consequential orders as the court may deem fit in the circumstance of the case.
The appellant stated that it was within the knowledge of the trial judge of the lower court before whom suit No-FHC/ABJ/PET/8/2023 is pending and by motion on notice filed on April 27, 2023, and the subsequent motion filed on May 10, 2023, in suit number FHC/ABJ/CS/626/2023 the facts of suit number FHC/ABJ/PET/8/2023 had been brought to the attention of the court.
The appellant noted that in a motion on notice dated May 10, 2023, it challenged the jurisdiction of the court, and that the lower court had a duty to first determine the motion challenging the jurisdiction of the court in one way or the other.
It stated that the lower court erred in law and occasioned grave injustice against it when it made an order on May 11, 2023, that affects the appellant adversely despite the pendency of the appellant’s motion filed on May 10, 2023, challenging the jurisdiction of the court.
Seplat added that as of the date the said order was made, the appellant had not been served with the processes and indeed informed the court of that fact of lack of service, and submitted that the lower court had no jurisdiction to make orders against parties that were yet to be served with court processes.
But beyond the appeal Seplat Energy filed, it also petitioned the Chief Judge of the Federal High Court where it accused Justice Ekwo of bias and asked the Chief Judge to transfer all cases involving the company either as a plaintiff or defendant to another judge.
In the petition signed by its Chairman, Board of Directors, Omiyi, the petitioner stated that it is unrealistic for Seplat and its officers including but not limited to the Senior Independent Non-Executive Directors of the Company to obtain a fair and unbiased hearing before Justice Ekwo.
Omiyi added that the order of Justice Ekwo made on May 9, 2023, was a clear testimony that if the house of the petitioners/applicants was to be in order, the judge would most certainly have granted the far-reaching ex-parte orders without hearing from Seplat, its directors and officers, thereby rendering nugatory the judgment of His Learned brother judge made on April 12, 2023.
He added: ‘’Given the above, we hold the view that the Judge had manifested obvious bias against Seplat, its directors and officers. Therefore, we do not believe, and justifiably too, that we will obtain a fair hearing before the Hon. Justice Ekwo or that the judge will attend to the proceedings of the May 9 and all other pending petitions before the judge in which Seplat Energy and its directors and officers are either plaintiffs or defendants with an open mind expected of an unbiased judge.
“My Lord should remember that the administration of justice is rooted in the confidence and trust of the litigants that the Judge before whom the litigants appear will hold the scale of justice evenly among them. Once there is erosion or likelihood of erosion of the confidence in the judge, the appropriate course of action is for the matter to be reassigned/transferred to another judge.”
Some analysts believe that going by the order of Justice Ekwo, he would hardly divorce himself from bias in the case. They wonder if a court through an ex-parte motion, and without directing that the respondent be put on notice, suspend or sack the management of a company based on a frivolous suit? Who are the shareholders that are the plaintiffs in the suit anyway? What is their equity in the company?
“How can a judge in his right senses suspend the management of the a company through an ex-parte? Where is the right of fair hearing?” asked a lawyer.
THISDAY gathered that the plaintiffs cumulatively have about 161 shares (about 0.00027%) out of over 500 million issued shares of the company. For instance, while Gbaka Ebere has 100 units of shares, Margaret Funmilayo has 31 units and Clement Akaeme has 30 units. Are the units of shares in any way enough to upset the apple cart?
Observers believe that the crisis rocking Seplat Energy was orchestrated by its former Chairman, Dr. ABC Orjiako. As part of efforts to compensate him after his tenure as chairman, the company signed a consultancy agreement, with his company Amaze Limited where they outsourced some jobs to him. But following some breaches, the contract was terminated. Since then, there has not been peace in Seplat. So many efforts have been put in place to bring down the company at all cost. Part of the plot was to remove the CEO, Brown and Board Chairman, Omiyi from office by any means possible.
Confirming this, the oil company in a statement it released in March, announced that the consultancy agreement it had with Amaze Limited had been terminated. It added that it unanimously decided to terminate the consultancy agreement on February 13, 2023, after several warnings of infractions including “unilaterally making significant commitments on Seplat’s letterhead without prior board authority or knowledge.”
The oil exploration company noted that Amaze Limited was required to offer specified support with some external stakeholder engagements after Orjiako exited its board last year according to details of the pact.
“This course of action was necessary to protect the company and its shareholders, directors, and officers from potential and increasing liability arising from the conduct of the consultants, Dr. Orjiako and Amaze Limited,” the document said.
Recently, the federal government through the Nigeria Immigration Service withdrew the criminal charge it filed against the company. The charges were instigated by those fighting the company, and are bent to bring its operations down. It was when this failed that they came up with an ex-parte motion.
Also, a Federal High Court in Lagos recently vacated the ex-parte orders against it, its CEO, Brown, and Board Chairman, Omiyi. The court also vacated the order that restrained Brown from participating in the running of the company, filed by five persons who claimed to be minority shareholders of Seplat.
All these are in the public domain, and Justice Ekwo cannot claim to be unaware of them. This is why many shareholders are disgusted with his last week’s orders which they say could discourage Foreign Direct Investment (FDI) into Nigeria.
“We are in deep trouble in Nigeria. I have never heard that a court sacked the management of a company before. This is the first time I would hear such. Are company management staff politicians? It would be very sad if the courts join those discouraging investments in Nigeria. The action of Justice Ekwo is enough to do that,” said a shareholder who pleaded anonymity.
Credit: This Day