By Eric Elezuo
These are not the happiest of times for Jubril Adewale Tinubu, fondly called Wale Tinubu, who is the Group Managing Director and Chief Executive Officer of Oando Plc, one of Africa’s integrated energy providers operating in the upstream, downstream and gas sectors.
Tinubu is spending sleepless nights trying to ward off the stiff opposition and barrage of negative stories that in recent times have enveloped the company he founded as Ocean and Oil Limited many years ago with two of his friends, Mofe Boye and Jite Okoloko.
His clout and connections in the top financial capitals: London, Paris, New York and Johannesburg, play grounds where he had won many fierce corporate battles, have not been of much use as the noose seem to be tightening and shutting off the much needed air from Oando Plc.
Some have said there is a group orchestrating this whole drama with the aim of taking over the corporate behemoth from Tinubu and his team. They wondered why despite the so-called poor returns and balance sheet of Oando Plc, these people are still bent on taking control.
Others have however countered that Oando is a victim of its own success and ambition. They said as a matter of fact what the company is going through may actually be what the military call friendly fire; that is its crises is internal.
Eyebrows were raised in the second quarter of the year when it recorded an 8.8 per cent loss in share value, the 12th straight loss in a few months. Business watchers and stakeholders began to steer clear of Oando Plc.
Indeed, there has been a selloff pattern of Oando shares in as many months, prompting the company to shed an amazing 63.85 per cent of its market value; a situation that seems to draw the ire of its investors and shareholders.
As if this was not trouble enough, a scandalous allegation by a foreign investor, Mr. Gabriel Volpi soon erupted-and is shaking the company to its very foundation.
According to Volpi, a shareholder of Intels Nigeria Limited, operator of the oil and gas logistics terminals in Onne, Rivers State and Warri, Delta State, his company should be running Oando because Tinubu had sold him majority shares years back.
He is alleging mismanagement, cooked books and huge debts. Even taking a swipe at Tinubu’s flashy high-flying lifestyle of luxury yachts and exotic holidays in the South of France.
Volpi is claiming that 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 in 2012, 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.
That was not all, Volpi said that he lent $80 million to Withmore to enable Tinubu, to acquire the 38.10 per cent stake in OODP BVI.
Tinubu had allegedly 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.
According to Volpi, OODP BVI (where he holds majority stake) 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 the Nigerian and Johannesburg Stock Exchanges.
Quoting a THISDAY report, the grievances of Ansbury, which is now claiming to own 100 per cent of the shares of OODP BVI and 99.99 per cent of OODP Nigeria, is Withmore’s inability to repay the $80 million loan, effectively whittling down Tinubu and Boyo’s interest in Oando Plc to 1.2 per cent.
Ansbury’s strike at Oando is not limited to recuperating its money, but a plan to remove the Group CEO, and sack the entire board and management as well as reject any proposal seeking approval for the remuneration of the CEO and other directors of Oando.
It went a step further to submit a petition to Securities and Exchange Commission (SEC) in Lagos and Abuja drawing the attention of the regulator to the alleged state of affairs in Oando and sought its intervention.
In Ansbury’s petition titled “Serious Concern to Corporate Governance Existence, Gross Abuse of Corporate Governance and Financial Management in Oando Plc – Request for Urgent Regulatory Intervention” to SEC, they outlined the following:
- Serious financial abuse and gross abuse of corporate governance tenets in the running of the company.
- Operational management closed with a consistent loss of over N7.68 billion, significantly worse than 2015
- Current liabilities as at December 31, 2016, far exceeds the current assets by N263.7 billion, confirming serious financial imbalance from the previous financial year
It added: “The already severe debt situation of the group highlighted by the management under notes will deteriorate even further if certain potential liabilities became due, such as: (i) the increase in the liabilities deriving from a price adjustment inherent in the sale of downstream business (already valued at N50 billion and in accordance with the counterpart); (ii) pending legal suits against the group (equal to N608.2 billion), have a high possibility to succeed against the company as projected by the management. The total value of suits pending is higher than the current sales of the entire group.
It was also alleged that despite the severe financial situation of the company, the Tinubu-led management has kept on increasing the remuneration of directors.
As a solution, Ansbury urged SEC to convene an extraordinary general meeting (EGM) urgently to sack the entire board and management so as to save the company from imminent collapse.
In a separate petition dated August 17, 2017, and signed on behalf of Ansbury by Andrea Carollo, the firm urged SEC to postpone Oando’s AGM, pending the resolution of the shareholding matter.
Responding, SEC constituted a 10-man task force, which had Mr. Charles Udorah as its chairman, and invited the representatives of Ansbury to give reasons why SEC should intervene and stop the AGM.
After much deliberation, the task force suggested that Ansbury should write a letter to Oando in response to the notice of the meeting stating that there is no valid representation for OODP Nigeria.
Secondly, that Ansbury should file an action in court for an order postponing the AGM, or in the alternative, for an order of injunction restraining Oando Plc from entertaining any representation from OODP Nigeria during the AGM.
It also advised Ansbury to prepare a detailed written submission stating the grounds upon which SEC should postpone the AGM.
“Ansbury’s request to postpone the meeting will effectively constitute SEC into a court of law. The proper thing for Ansbury to do is to seek legal redress in a court of law. Further, Ansbury has other causes of action against Withmore.
“Suspending the AGM is not likely to resolve or aid the resolution of the issues raised in the resolution. Where the AGM holds, will not affect SEC’s powers to subsequently deal with the issues raised in the petition as it deems fit,” the task force concluded.
The steps however, were not pleasing to Ansbury wondering “why SEC would allow such market infractions to go on unheeded when Tinubu only controls 1.2 per cent of the shares of Oando due to Withmore’s indebtedness to Ansbury.
“This has a major negative impact on the credibility of the functioning of the financial markets in Nigeria. A foreign investor invested nearly $1 billion in Oando and this is the situation.
“Who else will invest in Nigeria from abroad if there is no support from the market regulator and the authorities?” They queried.
What is now playing out according to some people is that Volpi may actually be acting out a script crafted by a bigger elephant. They are alleging that the real person behind the Volpi attack is former Vice President, Alhaji Atiku Abubakar whom many allege owns Intels. Intels wwas founded by Atiku and the Italiam, Volpi in the 1980s-and is reported to be his biggest cash cow.
The conspiracy theorists are stating that during the 2015 elections, Oando was used by Tinubu to finance Atiku’s opponents and now he wants to crush that funding channel.
Volpi almost got his way on the day of the company’s 47th Annual General Meeting (AGM) when some protesters stormed the venue and insisting on forcefully removing Tinubu but were contained by tight security personnel. Apparently foreseeing the crisis, Oando had moved the AGM to Calabar, Cross River State.
In a statement, Oando explained that the protest took place outside the venue by non-shareholders as all shareholders were allowed access to the venue to raise their legitimate concerns to management and the board.
According to the statement, the protest lost steam after 10 minutes, following interventions from key representatives of the shareholders associations, who addressed the protesters asking that they raise their concerns the legitimate way by writing to the company.
Oando explained that the shareholder representatives further requested a quick resolution to the issues with the petitioners to enable Oando’ management focus on building the brand.
Responding to the incident, Tinubu stated “As a reputable company, our approach is not to respond to every allegation in the media; allegations need to be delivered to the company in a particular format before we can respond. The petitioners requested a postponement of our AGM, but we provided the SEC with all the information required and we were cleared to hold the AGM.”
On the issuance of dividend, Tinubu said: “We reacted to the 2014 fall in oil price by providing a detailed restructuring plan which saw us reduce our overall debt by over 40 per cent. Following the completion of our strategic deleveraging initiatives, we have evolved into a leaner, but more focused organisation with two core dollar earning entities.”
The company also dismissed the allegations of financial mismanagement and doctoring of Oando’s books, stating that a representative of Ansbury, Mr. Francesco Cuzzocrea, had sat on the Oando board from July 25, 2013, to February 19, 2016, and had approved the company’s account for 2015 and never raised any objections.
He added that Ansbury’s $80 million loan, by the loan agreement, was not due for repayment. He blamed Ansbury’s claims to financial strain.
“We have been open about our loans and repayments and out statements were approved by Ansbury’s representative on the board, Francesco Cuzzocrea.
“So all this is an attempt to rubbish and blackmail Oando to buyout Ansbury’s shareholders because they are under financial pressure.
“But this company (Oando) has assets worth $3.5 billion and our ConocoPhillips fields are now producing about 40,000 barrels of crude oil per day. So it will be ridiculous for Ansbury’s shareholders to expect us to strip our assets just because they want out.
“Besides, the dispute among the OODP BVI shareholders is currently in arbitration, so we would rather see that run its course than engage in a war with Ansbury.
“We are also aware of the attempt to push Wale Tinubu, Mofe Boye and other directors out, but this will not succeed. And we intend to go ahead with the AGM as planned,” the Oando official said.
However, the leader of the protesters, Clement Ebitimi, said: “We are shareholders and stakeholders of Oando Plc. We have read several newspaper reports on allegations of gross mismanagement by the present management of Oando Plc.
“For the past three months, there have been reports of huge financial mismanagement, very high debt and cooked books by Oando.“As it stands, Oando is in a very bad shape, although the company’s report points to the contrary. Despite these official denials, shareholders have lost a fortune with the shares of the company plummeting to the bottom.”
HOW OANDO BEGAN
What we call Oando Plc actually begun in 1956 with the formation of Esso Africa, a petroleum marketing company with head office in USA.
About 20 years later in 1976, the Nigerian government obtained a controlling stake in the company and rebranded it Unipetrol Nigeria and it became a Public Limited company.
Soon after, 60% equity was sold to the Nigerian public in an Initial Public Offering. By February 1992, Unipetrol was listed on the Nigerian Stock Exchange.
In 1999, Unipetrol acquired a 40% stake in Gaslink Nigeria Limited, a gas utility company. The acquisition was motivated by a desire to utilize its exclusive gas sale and purchase agreement with the Nigerian gas company.
In 2001, the company increased its stake to 51 per cent. So far, Gaslink has developed 250 km of gas pipeline infrastructure.
In 2000, Ocean and Oil, a private investment company led by Nigerian entrepreneurs Adewale Tinubu and Omamofe Boyo acquired a 30% controlling interest in Unipetrol Plc. In 2001, Ocean and Oil increased its stake in Unipetrol to 42% via an irredeemable convertible loan stock issue.
This was a very bitter take-over that rocked the corporate world because “The Oando Boys” as Tinubu and his friends were called, upstaged Chief Adekunle Ojora, who was at the time Agip Chairman.
Stories abound that the acquisition was so hostile that many top Directors were kicked out of their properties by the rampaging new owners-Oando.
Those in the sector alleged that Tinubu and his team have been carrying out years of financial gymnastics in Mergers and Acquisitions it has been involved in. Noting that, there are so many shell companies and confusing arrangements in these deals that are mind-blowing
For example they stated that Oando Plc now run by Wale Tinubu and Mofe Boyo (Jite Okoloko had since left to run Notore, formerly NAFCON, the fertilizer & Chemical giants) sold 60 per cent of the economic rights and 51 per cent of the voting rights in the West African downstream business to a consortium comprising Helios Investment Partners and The Vitol Group.
When its subsidiary, Oando Energy paid $1.6billion cash to acquire Conocophillips, it announced that there was a readjustment of its share structure. This was in 2014.
Curiously that same 2014, it declared a loss of N184 billion and also declared losses in 2015 and 2016.
Its 2014 financials were so shocking that it elicited reaction from the Nigeria Stock Exchange (NSE). It stated ““The exchange is greatly concerned about the delayed filings and the significant losses which were posted for the 2014 fiscal year and the first three quarters of 2015,’
Analysts believe that Oando may have been suffering the backlash of a troubled global oil market and the resultant economic crisis that hit Nigeria. “That is a simplistic way of looking at the company” an oil industry expert told us. “You need to dig deeper because this company has so many parts”
Indeed, we will keep digging as the battle for the soul Oando Plc rages on…