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Deconstructing Seplat’s ‘Hostile Takeover’ Spin




At the last count, the upstream oil exploration and exploitation company, Seplat Petroleum Development Company Plc, has made several puzzling moves to evade repayment of an outstanding $85.8 million loan facility it owes Access Bank Plc. It is highly unconscionable to borrow depositors’ money from a bank, to ostensibly enhance business growth but only to conceive strategies to evade repayment on the terms agreed.

While filibustering maybe a useful strategy used to delay, divert and stifle a process from being brought to conclusion in the political arena – in the world of corporate governance and accountability, this nimble species of obfuscation is hardly expedient.

Seplat has boldly denied responsibility for a loan facility its sister entity – Cardinal Drilling Services Ltd. – acquired. Secondly, it has sought judicial protection/fight-back. Thirdly, it has gone after Access Bank’s counsel/receiver/manager. Fourthly, it has apparently deployed the media to muddy the water wherein subtle allegations of corporate bullying and even hostile takeover narratives are spun. Quirky allegations of arbitrariness or irrationality by Access Bank also clearly belong to the underemployed spin doctors of the debtor.

Significantly, these gaming have not shifted the substantive matter: repayment of the outstanding $85.8 million loan facility, Orjiako through his company CDS sourced from defunct Diamond Bank Plc, now acquired by Access Bank. Repayment of this outstanding loan could have leveraged the image of Seplat and even positioned them for further facilities from Access Bank.

It could be recalled that after its formal merger with mid-tier rival Diamond Bank Plc., in April 2019, following due regulatory approval, Access Bank Plc. acquired all the assets and liabilities of the defunct banking entity. This positioned Access Bank to pursue recovery of all outstanding debts including the $85.8 million owed it by Cardinal Drilling Ltd., a subsidiary entity of Seplat Petroleum Development Company Plc. which chairman is billionaire business mogul, Dr. ABC Orjiakor.

This legitimate move by Access Bank to recover the outstanding $85.8 million owed by Cardinal Drilling Services Ltd. (Seplat’s sister company), in effect, has spawned all shades of seemingly adroit maneuvering by the upstream exploration and production entity which has distanced itself from its sister entity, Cardinal Drilling Ltd and ultimately is denying responsibility for the loan.

Since Access Bank had engaged the services of Ogunba law firm, Kunle Ogunba & Associates as the counsel/receiver/manager to recover the loan obtained by Cardinal Drilling Services Limited, from Diamond Bank (now Access Bank) on behalf of Seplat Petroleum Development Company, the upstream petroleum behemoth has seemingly made adroit moves to thwart the loan recovery. This is at the heart of the festering dispute.

First, Seplat specifically denied it benefitted from the loan obtained by Cardinal Drilling Ltd. Secondly, the petroleum company targeted Kunle Ogunba (SAN), Access Bank’s counsel/receiver/manager and petitioned the Legal Practitioners Privileges Committee (LPPC) and the Legal Practitioners Disciplinary Committee of the Nigerian Bar Association (NBA) to sanction a Senior Advocate of Nigeria, Mr. Kunle Ogunba, for alleged gross misconduct and unethical practices contrary to the Rules of Professional Conduct for Legal Practitioners 2007.

In the petition to the LPPC, which was equally copied to the Nigerian Bar Association (NBA) President, the company accused Ogunba of violating Rules 1, 15, 24, 30 and 32 of the Rules of Professional Conduct 2007 and urged sanctions against the senior advocate in line with paragraph 55 of the Rules of Professional Conduct.

For good measure, Seplat also accused Ogunba of obtaining ex parte orders which facilitated the seizure of No. 16A Temple Road, Ikoyi Lagos, housing Seplat’s corporate headquarters, with “patently false” claims, adding that he deliberately misled the court and failed to adduce any documents to support the claims. But significantly, this move is not the beef of the disputations.

But significantly, documents obtained from the court revealed the processes filed by Access Bank showed the plaintiff provided proof that Seplat benefitted from the loan. It was shown that after Cardinal Drilling obtained the loan and disbursed it, the company passed the obligation on to Seplat. According to the documents, Seplat used its subsidiary firm, Cardinal Drilling to obtain the loan from Access Bank, adding it utilised the loan obtained by Cardinal Drilling from the bank.

For instance, Access Bank disclosed that when Cardinal Drilling got a tranche of $30million, in less than 24 hours, it transferred the money to Seplat, stating that each time Cardinal Drilling was trying to repay the loan, Seplat would have to transfer funds to it for onward transfer to the bank.

More, even the company’s statement of account exhibited in court showed movement of funds and whose accounts were debited and credited. The bank has details of Seplat transferring funds into Cardinal Drilling’s account, which in turn would transfer same to Diamond Bank (Access Bank) as loan repayment. Cut to the bone, Seplat is the real debtor, which was why the bank and its lawyers joined Seplat in the debt recovery suit and obtained and executed the order against it, which is now a subject of appeal.

It could also be recalled that Justice Aikawa, despite objections by Seplat’s lawyers, held: “In my view, all these issues touch the substance of the case and should therefore be reserved for substantive trial. An attempt to delve into any of them at this stage has the potential and danger of determining substantive issues at this interlocutory stage, a tendency which has been frowned upon by the appellate courts. There is no evidence of suppression of any material facts by the plaintiff in this application.”

Clearly, beyond Seplat’s insistence that being joined as a debtor by Access Bank lacks merit and its resort to NBA’s LPPC and LPDC, seeking to unhorse Ogunba and undermine the effort of Access Bank in seeking to recover legacy debts following its acquisition of Diamond Bank, the substantive matter, according to the consensus of legal pundits, remains intact.

Unfortunately, the emerging perception now is that rather than Orjiako’s Cardinal repaying the loan or awaiting the outcome of its appeal on the matter, it is pushing to tarnish the image of Ogunba and intimidate him by generating petitions against him in a scheme to discourage him as Access Bank-appointed receiver-manager.

Also apparent is the fact that the petitioner has also embarked on media warfare to paint Ogunba in a bad light and pressure the LPPC and the NBA to sanction him. Many view this moves as fundamentally diversionary. More, allegations of corporate bullying and efforts at hostile takeover of Seplat are filtering in from the media. These are of course contrived narratives which deliberately ignore the core issues.
Why not just commence defrayment of the outstanding loan to an entity of which the parent company Dr. Orjiakor chairs? What will all the rigmarole serve? The core of this whole is pay back your loan. What’s so difficult to understand here?

Deploying corporate filibustering or subterfuge to frustrate the debt recovery as Seplat is gaming will negatively impact the critical banking sector and defeat the essence of granting such facilities to aid business growth. For Access Bank, the lender in this instance, it is a costly project. The cost covers time for debt recovery and the need to make greater loan provisioning, which reduces profitability and capital resources for lending.

It could also be regretfully recalled that defunct Diamond Bank Plc., an iconic bank comparable to Eastern Nigeria’s African Continental Bank (ACB), went under because of the recalcitrance of borrowers like Orjiako’s Cardinal. Defunct Diamond Bank considerably aided many businesses from the South-East. This particular debt was part of the huge debt overhang that aided the sinking of Diamond Bank. Today, for that region, it is a collective loss.

But a fact that many don’t know is that Access Bank Plc that acquired Diamond Bank is not about allow recalcitrant debtors flee from their obligations. It is a strict, law abiding, disciplined organisation and top industry player and have deployed all requisite legal means to recover what is due to it. In this case, the controlling shareholder of Cardinal Drilling Ltd must pay up.

It’s then little wonder that following the upturning of the order of the Federal High Court by the appellate court, Access Bank has filed a notice of appeal at the Supreme Court to challenge the Appeal Court, a move that enjoys the consensus of many legal pundits who see it as the way to go.

Cut to the bone, the new sponsored media narratives of corporate bullying and laughable hostile takeover are essentially boorish spins that will lead nowhere. The bottom line is that corporate responsibility must be respected and facilities obtained for business expansion and growth must be repaid. The danger here is that if this drama drags further, Orjiako might actually start believing himself.


By: Louis Achi


Court jails Senator Nwaoboshi for seven years over money laundering



The Lagos Division of the Court of Appeal today July 1, 2022, convicted and sentenced Senator Peter Nwaoboshi, senator representing Delta North Senatorial District at the National Assembly, to seven years imprisonment.

The court ordered that his two companies, Golden Touch Construction Project Ltd and Suiming Electrical Ltd, be wound up in line with the provisions of Section 22 of the Money Laundering Prohibition Act 2021.

The Appellate Court’s ruling followed the success of the appeal by challenging the judgment of Justice Chukwujekwu Aneke of the Federal High Court which on June 18, 2021 2018 discharged and acquitted the defendants of a two count charge of fraud and money laundering.

EFCC had arraigned the three defendants over the acquisition of a property named Guinea House, Marine Road, in Apapa, Lagos, for N805 million.

Part of the money paid to the vendor, precisely a sum of N322 million transferred by Suiming Electrical Ltd on behalf of Nwaoboshi and Golden Touch Construction Project Ltd, was alleged to be part of the proceeds of fraud.

But in his judgment, Justice Aneke held that the prosecution failed to call vital witnesses and tender concrete evidence to prove the elements of the offences for which it charged the defendants.

Justice Aneke said the evidence of PW2 “proved that the third defendant obtained a loan of N1.2 billion from Zenith Bank for purchase of additional equipment and as the provision of working capital.

“It also proved that the loan of N1.2 billion together with interest of N24 million was properly granted to the third. Nothing else was proved by the complainant or prosecutor in this case,” the judge said.

He claimed a fatal blow was dealt the case of the prosecution by its failure to call officials of Sterling Bank “to testify and probably tender exhibits F and F10”.

Consequently, he discharged and acquitted the defendants.

However, ruling on the EFCC’s appeal today, the Court of Appeal held that the trial judge erred in dismissing the charges against the respondents. It said the prosecution had proved the ingredients of the offence and consequently found the defendants guilty as charged.


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INTERVIEW: Why Lagos govt is establishing new universities – Governor Sanwo-Olu’s adviser, Tokunbo Wahab.



In this interview, the special adviser on education to Governor Babajide Sanwo-Olu, TOKUNBO WAHAB, speaks on why the state government is establishing two new universities

At a time when Nigerians are calling for improving existing public universities, the Lagos State government wants to establish two new ones. Is that a wise decision?

Basically, it’s about changing the landscape backed by available data and doing the needful for the state’s residents and Nigerians in general. Mr Babajide Sanwo-Olu’s T.H.E.M.E.S Agenda is very clear and explicit. It stands for Traffic Management and Transportation, Health and Environment, Education and Technology, Making Lagos a 21ST Century Economy, Entertainment and Tourism, and Governance and Security. We have education and technology as the pillars.

When we came in, in 2019, we checked the key performance indicator (KPI) and the data showed that two of our tertiary institutions – Adeniran Ogunsanya College of Education (AOCOED), Ijanikin, and Michael Otedola College of Primary Education (MOCPED), Epe, were not performing at the optimum. They both had a combined enrollment of just about 5,000 as of December 2021. Yet, they were receiving roughly N5.5 billion annually as subvention.

We found out that to train an NCE student per year costs about N600,000. But what is the worth of the NCE certificate itself? We have recruited teachers back to back within the last three years of this administration and I can tell you that our criteria even say you must have a bachelor’s of education (B.Ed) and not just NCE.

So you juxtapose this with the situation where the best students always want to go to universities, while the rest struggle to choose between polytechnics and colleges of education. Yet, the poor ones who opt for NCEs would be handed the children of the best to train in future when they manage to become teachers.

Also, statistics from the Joint Admissions and Matriculation Board (JAMB) revealed that in 2020, out of 574,782 candidates that applied to sit the Unified Tertiary Matriculation Examination (UTME) from the six states in the South West, Lagos State alone accounted for almost half of the figure at 240,829. But Lagos State has a single state-owned university while Ondo has three and Ogun, two. Not until recently when Osun and Oyo states went their separate ways on the Ladoke Akintola University of Technology (LAUTECH), Ogbomoso, the two also had more than one state-owned university. The implication is that our students from Lagos continue to struggle to gain admission to universities because other states usually introduce classification based on indigeneship.

Meanwhile, our only hitherto state-owned university, Lagos State University (LASU), Ojo, couldn’t admit more than 5,000 at a go, yet the applications are very high in number. So, with this number, it is apparent that we have a ticking time bomb at hand which we felt we must address frontally.
We also have the issue of discrimination against HND holders, and as a state, there is little we could do because addressing such a policy issue lies almost entirely with the federal government. Except if you go for conversion, with a HND certificate you may not move beyond level 15 in the civil service.

So, sincerely yours, we need to call a spade a spade; NCE, OND and HND are simply no longer relevant. The discrimination against them in the labour market is too much. And if I should ask, why do you think the British, which bequeathed this system of education to us, scrapped its polytechnics more than 30 years ago? It is because they saw the future ahead of time. And it is even worse for NCE. We are recruiting people for our secondary schools in Lagos and we are asking them for Bachelor’s degrees in education. You must have a B.Ed or diploma in education. So it is unfortunate but that is the reality of our time. The 21st century has gone beyond NCE holders. In fact, there is a report that says by 2020, 20 per cent of the jobs that will be available will be for degree holders.

So, consequently, we had to draft the law, approach the House of Assembly, and thankfully, Mr Governor insisted that we must convince everyone and I am glad the Rt. Honourable Speaker agreed with us and bought into the vision. So we are happy that today, we have dotted all the “Is” and crossed all the “Ts”. We now have two additional universities in Lagos State.

So by phasing out the state’s polytechnic and colleges of education, what happens to the middle-level manpower that will be required in the new Lagos?

We are not oblivious of the fact that we would need skilled workers as middle-level manpower. But the reality is that we have found ourselves in a system that is too crazy about certificates. We cannot continue to keep schools that will eventually have no enrollment. So what we have done is to return to the past when we used to have strong technical colleges where the future of skilled workers can be prepared. We are currently ramping up our investment in technical colleges. In the first quarter, we are going to have about 50 comprehensive technical colleges.

In the past, if you had a flair for handwork, they would train and certify you. But these days, all our artisans are now foreigners. Today, if a child doesn’t have the capacity to go to the university, the parents will still force the child to sit UTME, they will bribe to write WASSCE and push them there, and they will begin to struggle from first year. But with the technical colleges, we are trying to find a way to bring the old culture back, which we think will reduce the pressure on the university system because they could set up their businesses from there.

Beyond physical infrastructure, there are other academic criteria to be met before institutions can be upgraded to the status of a university. Do these schools have the required number of PhD holders?

Our academic brief has the details on that. For instance, between AOCOED and MOCPED, we have about 53 PhD holders when we merge them together, while LASPOTECH has about 60 PhD holders with about 30 others still pursuing their PhD in various fields. That is why we said there would be a transition period. For those that are not qualified yet, we will give them a definite window period to complete their PhD programmes. Meanwhile, they will still be lecturing in the subsisting structure of OND and HND programmes until the last set of students on the programmes graduates.
The major stumbling blocks to similar upgrades of institutions in the past have usually been the fate of the workers. How much assurance of cooperation do you have with the workers?

For us, since we now have the recognition, the implementation now goes to the issue of recalibrating the workers, re-classifying them, which is key. We have been engaging them for a while now, and we have assured them that the bigger picture should be the most important to us all.
Some of them who are chief lecturers don’t even have students to challenge and task them. But since the position of chief lectureship doesn’t exist in a university structure, they will have to be reclassified and adjusted to suit a system that will accommodate them in a new nomenclature. That’s what we are trying to do.

Now, the engagement is still ongoing and I can assure you that everyone understands what it takes to adapt to life situations. Everybody just has fears – fears of what would happen to my job, can I survive in a new structure? And surprisingly, a chief lecturer earns more than a professor in a university. I found that out in the course of this transmutation exercise. So we have said to them that once they are reclassified, nobody will take their money but they must be ready to be adaptable to this wheel of progress.

So for us, we have said no one will be jobless, except it is expedient that there is nothing we can do about it. And that may happen when we have to merge the two colleges- AOCOED and MOCPED, and we eventually have excess faculty, then others should agree to go somewhere else. But we want to make it as seamless as possible, and as painless as possible.

What happens to the students currently running the ND, HND and NCE programmes?

Now, for the students, if you come in for a university degree, they will give you lectures under the university platform. For the hitherto existing programmes, they will continue to run until they finish. And for the NCE in particular, the two affected institutions were already running degree programmes in partnership with various universities including University of Ibadan, Ekiti State University, among others. So they already have the structures in place. What is left is just for them to own the programmes instead of running them in affiliation with other universities. So what we have done is that rather than cutting corners, they are now empowered to stand straight and acquire the required human resources and relevant tools.

You just mentioned acquiring tools and human resources, where will the huge resources needed come from?

I am very glad and proud to say that to avoid any itch, the government insisted on a reasonable take-off grant and there is a budgetary allocation for them in the 2022 budget. The take-off grant is very substantial but I would not be specific here.

Let me also say confidently that this governor in the past two years has ramped up the infrastructure deficit and tried to bridge the gap even in LASU. You can go and find out. Contractors have been mobilised to sites to give all these institutions a befitting world-class look.
In LASU for instance, the faculty of education is one of the biggest of the faculties, and so the new faculty of education being built will be one of the best in the country. And then, at the end of 2021, contractors were also mobilised to build a world-class tech hub there. It will be multifaceted and multi-disciplinary so that you can have space there.

When the governor came in 2019, he increased the tertiary institutions’ subventions across the board and even gave them bailouts. One or two of them, with due respect, are owing pension funds. So we need to know who diverted the funds. You can’t ask for a bailout without telling us who touched the funds. We can’t do things the same way and expect a different result.

But we can confirm to you that students are still cramped together in certain classes in LASU, especially with the introduction of stream one and two sets. How do you now justify the creation of additional universities?
Now, realistically, when you have infrastructure deficits, you don’t bridge it overnight. We have a very deliberate attempt to bridge it. We have done and are still doing that for LASU. So many structures are currently and simultaneously being put up, including those that had been abandoned for more than 13 years, such as the library building, among others. Because we understand that the government is a continuum, we have taken it upon ourselves not to leave any project abandoned. The three universities and other tertiary institutions are currently enjoying massive investments in infrastructure but we agree that we cannot do everything at once. And for your information, doing all these has in no way affected the sub-sectors of education, be it primary, secondary or other levels of tertiary education, such as the school of nursing and school of health technology. The governor has even taken up some responsibilities that ordinarily should be handled by the state’s universal basic education board (SUBEB).

What the governor has just done is to be deliberate in his approach. Yes, we agree there is a deficit but within two and a half years of this administration, more than 1,000 schools have been uplifted and he is not even stopping at that. But the result will not come overnight, realistically. And I will tell you why. We have over 18,000 private schools in Lagos State, why are they thriving? Because they have seen a gap, a niche, a market and that market is because most of us, elite, with due respect, through the years, deliberately killed public schools. I am a product of a public school, you are a product of public school. Go to your hall of residence in OAU, compare it to when you were in school. Even then, it was not as good, but today it is just totally bad. I went to UNIBEN and when we got to its law faculty where we were trained, people were weeping. What happened? Government took its eye off the ball. What happened to the federal government colleges? Go back there today, you will be shocked.

Now if you would agree that the existing universities are in bad shape, why should we continue to build new ones instead of fixing the old ones? Do you agree with ASUU’s request that new state-owned tertiary institutions should not benefit from TETFund grants in their first 10 years of existence?

For me, if I had my way, I would say don’t just start giving them grants in their first years of establishment. Maybe 10 years may be too wide for the window, maybe for the first two and a half years to be sure that they can even sustain such institutions. Take, for instance, we are setting up two universities as a state, and I can give you the details and our sustainability plan. We know the enrolment number, the existing schools’ internally generated revenues, how much we give them as subvention. So I believe it is in order to stop new public universities from accessing TETFund grants until we are sure of their sound footing.

Meanwhile, I am of the opinion that the existing policy that only professors should be vice-chancellors should be tinkered with. I believe professors should face academics and they can come in to function as deputy vice-chancellors in charge of academic matters. This is what we see in other parts of the world.

How affordable will the new universities be for the children of the common man on the streets of Lagos?

I can assure you that the fees will be as affordable as possible. And I am saying this because I know that, all over the world, university education is not cheap. But we are subsidising because we understand that the economy is poor and the social structure is really not there to help the people. For instance, LASU charges N57,000 for freshers. So, before the first set of students will come in, the schools will do the numbers to determine it.

Let me also give you an insight; do you know how much these schools currently charge for their sandwich degree programmes which are run in affiliation with other institutions? Their students pay up to N350,000. But we can’t charge up to that because we want education to be accessible, yet we want to give quality to our citizens as Lagosians. That is the ultimate wish of the governor, for Lagosians to have the best.


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Gbenga Sokefun Resurfaces



Gbenga Sokefun, the elder brother of popular photographer cum singer, Toyin Bello, otherwise known as TY Bello seems to be taking an interest in returning to the social scene again.

The Executive Director of Fortune Engineering was sighted at the official opening of the new Lagos Polo Club house that took place last week having fun and catching up with friends and acquaintances.

The event was an avenue for the lawyer turned business executive to network as it was a gathering of big wigs in the corporate and business world.

Sokefun withdrew into his shell after his first marriage to Ronke, a former big shot at Oando Plc and now the Chairman of the Board of Nigeria Deposit Insurance Company packed up. At that time, he faced a lot of issues including financial challenges but gradually bounced back.

He took another shot at the marriage institution again after meeting and getting married to Mosun. He has been keeping a quiet life, but he is now back in the limelight.

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