By Yemi Oyeyemi, Abuja
Like a never ending story, the legal tussle on the ownership of the Oil Prospecting License (OPL) 245 otherwise known as Malabu Oil is raging i n the courts between the Sani Abacha family, the federal government and various Multinational Oil Companies.
Further hearing has been deferred till July 5, this year by a federal high court in Abuja, even as government pursues another case against its former chief law officer and minister of justice, Mohammed Adoke, in another court.
Following the inability of the plaintiffs to serve court processes on one of the major defendants in the suit, Shell Oil Company, Justice John Tsoho, postponed hearing.
Plaintiff counsel, Mr. Joseph Achimugu apologized to the court that proceedings would not be able to go on as scheduled because of his inability to serve some processes on the defendant before Thursday.
He however informed the court that the defending counsel, Professor Kanyinsola Ajayi SAN, had graciously accepted the service of the processes in the open court but needed time to respond. He therefore pleaded with the court for an adjournment to enable the defendant file his response.
Ajayi did not object to the request for an adjournment but however added that all counsel who had been served had filed their preliminary objection.
Justice Tsoho consequently fix July 5, 2017 for hearing of the preliminary objections.
It will be recalled that some stakeholders in Malabu Oil had dragged the Federal Government, Shell, Agip and seven others to court over the alleged illegal transfer of their stakes in the Oil Prospecting License (OPS) 245 otherwise known as Malabu Oil to unauthorized persons.
The stakeholders, who include Malabu oil, Alhaji Mohammed Sani Ahmed and Pecos Energy Ltd, as 1st to 3rd plaintiffs respectively in the suit are challenging what it claimed to be illegal divestment of their shares in the OPS 245.
Others sued alongside the Federal Government and the two giant oil firms are Mr Kweku Amafegha, Munamuna Seidougha, Amaran Joseph, CAC, AGF, Petroleum Minister, and Department of Petroleum Resources.
In the suit marked FHC/Abj/ CS/506/2017 and filed at the Federal High Court Abuja, the plaintiffs are seeking “A declaration that the 2nd and 3rd plaintiffs jointly hold seventy percent (70%) shareholding in the equity of the 1st plaintiff.
Only few days ago, critical stakeholders in Malabu Oil and Gas, including Mohammed Sanni Abacha in a bid to reclaim ownership of the OPL 245 filed a suit against the government at the Federal High Court.
They had alleged that FG re-allocated the oil block to Shell and Agip without the consent of Malabu oil where they owned the largest shares.
The plaintiffs are further seeking, “A declaration that the 2nd and 3rd plaintiffs have never divested themselves of their respective shares in the equity of the 1st plaintiff and continue to be shareholders and Directors of the 1st plaintiff.
Other prayers the plaintiffs are asking from the court include”A declaration that all the resolutions passed by the purported directors of the 1st plaintiff and all alterations made to the 1st plaintiff’s document in its original file at the 4th defendant’s office which affected and changed the shareholding structure of the 1st plaintiff from 1998 to 2010 being unauthorized, are illegal, null, void and of no effect.
“A declaration that forms CAC 2 and 7 (Statement of Shares Capital and Return of Allotment of Shares) dated 9th June, 2010 prepared and filed by one Ayo Ademola purporting to transfer the 2nd plaintiff’s 10,000,000 shares in the equity of the 1st plaintiff to one Seidougha Munamuna (2nd defendant), the 6,000,000 shares of one Kweku Amafagha (1st defendant) to Amaran Joseph (3rd defendant) and Hindu’s 4,000,000 shares to the same Amaran Joseph is illegal, null and void same having been prepared and filled are without the consent, knowledge and authority of the 2nd and 3rd plaintiffs.
“A declaration that the resolution dated 9th June, 2010 purporting to validate the three (3) Shares Transfer Agreements of the same date, 9th June, 2010 purportedly transferring the shares of the 2nd plaintiff to Seidougha Munamuna (2nd defendant), the shares of Kweku Amafagha (1st defendant) and Hassan Hindu to Joseph Amaran (3rd defendant) are all null and void not having been authorized by the 2nd and 3rd plaintiffs.
Also the plaintiffs want a declaration that the purported surrender of Malabu oil’s title, right and interest in Oil Prospecting License 245 (OPL 245) to the Federal Government of Nigeria under the Malabu Settlement Agreement dated 29th April, 2011 whereby the oil company allegedly relinquished all claims to OPL 245 and agreed to all future actions which the Federal Government of Nigeria may take with respect to OPL 245 is null and void, the said surrender having been carried out on behalf of the 1st plaintiff by persons who had no authority to so act.
Furthermore, the plaintiffs are praying for a declaration that the subsequent purported allocation of Malabu oil’s titles, rights and interest in OPL 245 to a consortium of Shell Nigeria Exploration and Production Company Limited (5th defendant, Nigerian Agip Exploration Limited (6th defendant) under a resolution Agreement dated 30th April, 2011 is null and void, same having been predicated on the unauthorized surrender of the 1st plaintiff’s interest in same.
They are therefore asking the court for an order setting aside all other subsequent purported resolution agreements made between Federal Government of Nigeria, Shell Nigeria Ultra-Deep Limited, Shell Nigeria Exploration and Production Company Limited (5th defendant), Nigeria Agip Exploration Limited (6th defendant) and Nigerian National Petroleum Corporation, predicated on the Malabu Settlement Agreements transferring the 1st plaintiff’s interest in OPL 245 to Shell Nigeria Exploration and Production Company Limited (5th defendant), Nigeria Agip Exploration Limited (6th defendant).
The plaintiff are also asking the court for an order setting aside the letter dated 11th May, 2011 with reference no: HMPR/07/01 addressed to the Managing Director of the 6th defendant titled RE:OPL245 Resolution Agreement/Letter of Award signed by the then Hon. Minister of Petroleum Resources, Diezani Allison Madueke to grant approval for the said award of OPL 245 jointly to Shell Nigeria Exploration and Production Company Limited (5th defendant), Nigerian Agip Exploration Limited (6th defendant).
The plaintiffs also want a declaration that Malabu oil is the holder and continues to hold all the titles, rights and interests in OPL 245.
In the plaintiff’s joint statement of claim, it was stated among others that the issued share capital upon incorporation of Malabu oil was N20million divided into 20million ordinary shares with a nominal value of N1:00 each and the equity of the oil company shared amongst its initial subscribers and their respective holding is as follows:
Mohammed Sani – 10m shares (50%); Kweku Amafegha – 6m shares (30%) and Hassan Hindu – 4m shares (20%)
The plaintiffs also averred that the Articles of Association of the oil company prescribes that shares are transferable by written instruments signed by the transferor to the transferee and the transferor remains the shareholder until the transfer is entered in the 1st plaintiff’s register of members; neither the 2nd plaintiff, nor the 3rd plaintiff has ever signed any instrument, document or allowed any documents to be signed on their behalf purporting to transfer their original shares in the equity of the plaintiff.
More so, the plaintiffs in their particulars of fraud stated, “that the 1st to 3rd defendants and their cronies fraudulently altered the shareholding structure in the equity of the1st plaintiff in the years 1998, 2000, 2006 and 2010 without the authorization, consent and knowledge of the 2nd and 3rd defendants.
They further claimed that the sum of $1,092,000,000.00 was paid into a Federal Republic of Nigeria Domiciliary escrow Account No. 41454193 domiciled in JP Morgan Chase Co. London to be passed to Malabu Oil and Gas as consideration for the surrender of its asset (OPL 245) was frittered away by Amafagha, Seidougha and Chief Dan Etete and that Malabu oil did not benefit a dime from the transaction.
It was also averred that the AGF and Minister of Petroleum resources connived with some officials of the Federal Government without regard to due process, caused and facilitated the execution of the illegal surrender and purported reallocation of OPL 245 to Shell and Agip and the subsequent transfer of the compensation from the FGN account to the 1st -3rd defendants.