Court asked to void Shell, Agip hold in OPL 245 oil bloc

The controversy over the ownership of Oil Operating Licence OPL 245 deepened on Monday as Malabu oil, Alhaji Mohammed Sani Ahmed and Pecos Energy Ltd asked the Federal High Court in Abuja to void the Shell Nigeria Exploration and Production Company Limited and Nigerian Agip Exploration Limited claims to the oil bloc.

In a suit filed on Monday by Malabu Oil, Ahmed and Pecos Energy, the plaintiffs said that the purported surrender of Malabu Oil’s title, right and interest in Oil Prospecting Licence 245 (OPL 245) to the Federal Government of Nigeria under the Malabu Settlement Agreement dated 29th April, 2011 was illegal, null and void.

That Malabu Oil did not relinquish all claims to OPL 245 and agreed to all future actions which the Federal Government of Nigeria may take with respect to OPL 245 including a purported surrender, the said agreement having been carried out on behalf of Malabu oil by persons who had no authority to so act.

Defendants in the suit marked FHC/Abj/ CS/506/2017 are Mr. Kweku Amafegha, Munamuna Seidougha, Amaran Joseph, CAC, Shell, Agip, FGN, AGF, Petroleum Minister, and Department of Petrol Resources, who are 1st to 10th defendants respectively.

The plaintiffs in the suit want: “A declaration that the 2nd and 3rd plaintiffs jointly hold seventy percent (70%) shareholding in the equity of the 1st plaintiff.

“A declaration that the 2nd and 3rd plaintiffs have never divested themselves of their respective shoes in the equity of the 1st plaintiff and continue to be shareholders and Directors of the 1st plaintiff.

“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 unauthorised, 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 authorised by the 2nd and 3rd plaintiffs.

“A declaration that the purported surrender of the 1st plaintiff’s title, right and interest in Oil Prospecting Licence 245 (OPL 245) to the Federal Government of Nigeria under the Malabu Settlement Agreement dated 29th April, 2011 whereby the 1st plaintiff 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.

“A declaration that the subsequent purported allocation of the 1st plaintiff’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 unauthorised surrender of the 1st plaintiff’s interest in same.

“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).

“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:OPL 245 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).

“A declaration that the 1st plaintiff 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 1st defendant is an initial subscriber and Director of the 1st plaintiff alongside the 2nd plaintiff.

“That the 2nd and 3rd defendants are purported to be Directors and allotees of the ordinary shares of the 1st plaitiff.

“The plaintiffs aver that the issued share capital upon incorporation of the 1st plaintiff was N20million divided into 20million ordinary shares with a nominal value of N1:00 each and the equity of the 1st plaintiff 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 aver that the Articles of Association of the 1st plaintiff 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 cronnies 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.

“That the introduction of the 2nd and 3rd defendants as shareholders and, Alhaji Mohammed Sani Ahmed, and Aliyu Mohammed Jabu as Directors of the 1st plaintiff was done without authority of the 2nd and 3rd plaintiffs.

“That the alleged meetings and consequential resolutions made by the 1st to 3rd defendants were done without the consent and knowledge of the 2nd and 3rd plaintiffs who hold 70% of the total shares in the equity of the 1st plaintiff.

“The sum of $1,092,000,000.00 (one billion and ninety two million Dollars) was paid into a Federal Republic of Nigeria Domiciliary escrow Account No. 41454193 domiciled in JP Morgan Chase Co. London to be passed to the 1st plaintiff as consideration for the surrender of its asset (OPL 245) was fritered away by the 2nd and 3rd defendants and Chief Dan Etete and the 1st plaintiff did not benefit a dime from the transaction.

“The 2nd, 3rd, 7th, 8th and 9th defendants and their minions connived with some officials of the 7th defendant without regard to due process, caused and facilitated the execution of the illegal surrender and purported reallocation of OPL 245 to the 5th and 6th defendants and the subsequent transfer of the compensation from the FGN account to the 1st -3rd defendants.

No date has been fixed for hearing of the suit.