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By Dan Aibangbe
In the Nigerian political landscape, it appears we are in the season of claims and counter-claims of mandate. Many claims are founded on realities, while others are dellusional. But a claim is a claim and each needs to be disected on the basis of facts, protocols and other evidence available in records, practices and norms. It is against this background that I wish to spend this article to dissect the issues being circulated by one of the contending parties in the on-going saga at Seplat Energy Plc.
At first observation, the ownership skirmishes at Seplat closely resemble the case of the two Hebrew women who approached the judgement throne of King Solomon, disputing ownership of a baby. The background to that story was that two nursing mothers slept close to each other and one among them mistakenly crushed her baby to death in the middle of the night. She took advantage of the darkness and the relative young stages of development to swap the dead baby for the living. At dawn, ownership of the living baby became a ferocious dispute that was brought before King Solomon for adjudication. The wisdom of Solomon was established in the manner in which he brought truth to bear on the case. The sage simply instructed his soldiers to share the living baby between the two contenders. The real mother who could not bare the pain surrendered it rather than have it split up! So, King Solomon thus discerned the true mother from the usurper!
Seplat Energy was established on December 22, 2009, through a thoroughly scripted shareholder agreement between the three founding companies – Shebah Petroleum Development Company Limited; Platform Petroleum Limited and Etablissement Maurel and Prom. At that time, the Agreement stated the completion shareholding ratios of 33%; 22% and 45%, respectively. At that same time, Dr A.B.C. Orjiako and Macaulay Ofurhie were the directors representing Shebah’s interests, while Mr. Austin Avuru represented the Interests of Platform Ltd and Mr. Jean-Francois Henin represented the interest of Maurel & Prom. Based on this backgroung information, how on earth could a single individual claim ownership of a company established by a consortium of companies? How reasonable is it for him to be claiming ownership of a company to which he is not the sole owner?
As at today, the individual interests of the group of founders have been diluted to some extent through the process of listing on the dual exchanges of the Nigerian Stock Exchange, NGX and London Stock Exchange, LSE. The erstwhile Seplat Energy Company Limited has metamorphosed into Selpat Energy PLC. For the initiated, these two entities are not necessarily the same (both in ownership and form). In fact, beyond ownership, a lot of regulatory controls and interests are invloved in ensuring the powers and controls are seriously regulated to secure the interests of the stakeholders, the investing public and the Listing Exchanges. For those who do know, it is impossible to claim the ownership mandates of a listed company. Changes in ownership are mostly founded on monetary compensations for ceded shares. Your ownership can only reduce to the extent to wish you have sold your shares or received other benefits through newly injected investments or conversion of debt instruments into shares.
At present, the top-10 shareholders in Seplat Energy Plc are Maurel & Prom (20.46%); Petrolin Group (13.77%); Sustainable Capital (9%); Austin Avuru (8.15%); Allan Gray Investment Management (7.51%); A.B.C. Orjiako (4.74%); Mercuria Capital Patners (4.08%); Redwheel (2.72); Stanbic IBTC Pensions Managers (1.90) and Seplat Staff LTIP (1.67%). Among these top-10 stakeholders, 76% of the ownership of Seplat is currently held. The big question now is who took Mr. Orjiako’s shares? The next big questions is, did sell his shares or they were taken over unilaterally?
As we can see, Seplat is expected to be a very solid company, going by the extent of shareholding held by institutional investors. In fact this class of shareholders hold more than half of the total shares, which is a good indicator for stability and prosperity of a publicly quoted company. The company is technically a separate legal entity from it’s owners (directors or shareholders). Therefore, how could one shareholder consumate his personal ownership of Seplat shares from the initial holdings Shebah represented by himself and Macaulay Ofurhie? What is the actual percentage of shares Mr. Orjiako and others actually hold, for example, in the current Seplat?
In recent times, report has been circulating about foreign direct investors exiting the Nigerian jurisdiction in droves in preference for other economies. About $21 bilion was reported to have been lost in the last calendar year. The question begging for answers is, what are the primary causes of this phenomenon despite Nigeria being an attractive environment for profiteering? Beyond the well-known unbearable level of insecurity, regulatory compliance and corporate governance issues appear to be another major issue. The government seems to be fully aware of this negative trend and has been working to reverse the trend, especially in the aspects of ease of doing business.
However, issues such as currently bedevilling Seplat Energy PLC require swift resolution to reassure international observers and interested stakeholders, if Nigeria is ever to be taken seriously. A word, they say, is enough.
•Aibangbe is a Media & Public Relations Consultant.
