Major shareholders move to sack Oando’s board, management

Major shareholders of Oando Plc, a major oil and gas company in Nigeria, are making moves to oust the company’s board as well as the management led by Mr Wale Tinubu.

The major shareholders, Ansbury Investment Incorporated and Alhaji Dairu Manga, made their intention known in separate petitions to the Securities and Exchange Commission (SEC).

Oando, in a statement issued last week, confirmed the petitions and said the SEC was already investigating the matter.

Both Ansbury and Manga allege gross abuse of corporate governance and financial mismanagement, their reasons for calling for the removal of the management team and sack of all board members.

Mangu, who is said to own about 17.9 per cent share of the company, expressed his displeasure about the management of the company, especially the handling of the ConocoPhillips transaction.

Ansbury, on the other hand, had raised serious concerns about the capacity of the management team to effectively run the company.

Ansbury claimed ownership of 61.9 per cent of the British Virgin Island-based company, Ocean and Oil Development Partners Ltd (OODP BVI) while the remaining 38.10 per cent is owned by Withmore. The two companies control 99.99 per cent of Ocean and Oil Development Partners Nigeria Ltd (OODP Nigeria). OODP Nigeria controls 55.96 per cent of Oando Plc. So, indirectly Ansbury Investment Incorporated owns 55.96 per cent of Oando jointly with Withmore Nigeria.

According to Ansbury in its petition, “Strong uncertainty regarding the going concern of the group (Oando) had already arisen in 2015 and strengthened in 2016 as pointed out by the auditors in their report.”

Ansbury added that “In the previous financial statement, the management had proceeded to liquidate part of the assets of the company and many are going to be liquidated, and in particular, under the notes to the account, management intends to sell its participation in OER (the last asset attributable to the company) in the name of restructuring or reestablishing the group’s going concern.”

Ansbury then called on SEC “to urgently look into all the issues and prevail on the board of Oando to convene an Extraordinary General Meeting (EGM) in order to change the current management and board of the company.”

It also asked the regulatory body to allow Ansbury, in its capacity as an indirect majority shareholder of the company to intervene in the management of the company through its team and consultants, alleging that it had been sidelined on the board and in the management through the deliberate frustration of efforts to constitute a board for OODP Nigeria, the vehicle that could earn it its place on the board of Oando.

SEC acknowledged the petition and commenced investigations into the allegations.

But while investigation was ongoing, Ansbury sent another letter to SEC penultimate week asking it to postpone Oando’s Annual General Meeting slated for September 11 in Uyo pending the resolution of the company’s shareholding matter.

Ansbury claimed in the letter that it “holds 61.90 per cent of the shareholding in OODP BVI, which in turn holds 99.99 per cent of the shares in OODP Nigeria, which in turn holds approximately 56 per cent of Oando shares. Notwithstanding this, Ansbury has no visibility of, or input in the management of Oando, or in fact OODP Nigeria.”

The company expressed concern that Withmore “will improperly vote OODP Nigeria’s Oando shares without Ansbury’s input.”

Following this letter, SEC set up an 11-man committee to look into the claims of Ansbury.

The committee was chaired by Mr Charles Udorah, a private legal practitioner and a former Commissioner, Legal and Enforcement of SEC.

Nigerian Tribune gathered that after listening to all the parties on August 30, 2017, the committee noted that it might be difficult to postpone the AGM because of the nearness of the date. It added that minority shareholders are entitled to attend and vote at meetings and based on the statutory provision on quorum of meetings of AGM, the minority shareholders can successfully form a quorum and hold a valid meeting without the majority shareholders.

It also stated that Ansbury’s request to postpone the meeting would constitute SEC into a court of law, thus asking the company to seek redress in a court of law, adding that suspending the AGM is not likely to resolve or aid the resolution of the issues raised in the resolution.

The committee, however, assured Ansbury that SEC was working on its petition “and will continue to investigate the issues raised by Ansbury to a logical conclusion.”

In a statement issued by Oando, the oil company acknowledged that “two petitions were filed with the Securities and Exchange Commission (SEC) alleging gross abuse of corporate governance and financial mismanagement. The SEC has since commenced an enquiry in response to the petitions.”

Oando added that the petitions had “no merit as the issues raised have received board, shareholder and, where required, SEC approval. Other matters highlighted by the petitioners could have been directed to the company and would have received the necessary clarification.”

It noted that Ansbury Inc “is not a shareholder of the company, but a shareholder in a company domiciled in a jurisdiction outside Nigeria which in turn holds shares in a Nigerian investment company that is a shareholder in Oando; and Alhaji Dahiru Mangal is an individual who requested clarification from the SEC on issues which he could easily have obtained from the company and indicated in his petition to the SEC that he holds a 17.9 per cent interest in Oando. However, based on the company’s register of members maintained by, First Registrars & Investor Services Limited , he owns approximately 4 per cent of Oando Plc’s shares in his personal capacity. He is yet to disclose beneficial ownership of 13.9% in accordance with Section 95 of the Companies and Allied Matters Act, Cap. C20 LFN 2004 (‘CAMA’); failure to do so is a violation of CAMA and this has been flagged by the company in writing to Alhaji Mangal and the SEC since Wednesday, 24th May, 2017.”