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Deconstructing Seplat’s ‘Hostile Takeover’ Spin

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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

Society

Reactions as Korra Obidi travels to Hawaii for vacation after fans donated $50,000 for legal fee

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Nigerians across social media have begun to slam popular Nigerian-American singer and dancer, Korra Obidi, as she flew immediately to Hawaii in the United States after completing her GoFundMe $50,000 target.

Obidi created GoFundMe on Friday to seek a good lawyer, adding that she wants to overturn the right of her ex-husband, Justin Dean, over their kids.

According to her, she would need money to get a good lawyer, which is why she created the GoFundMe account to meet the target of $100,000.

The account generated over $50,000 raised from over 950 donors worldwide.

“As a mother, it’s time to fight for myself and my kids,” Obidi said. She also shared her GoFundMe account details, seeking the assistance of fans and friends.

However, on Sunday, the dancer, after raising the money, said during a live session on Facebook that she had plans for a vacation in Hawaii.

Her decision has been greeted by outrage from her fans, with many alleging that the main intent of the GoFundMe was never to file a suit against the husband but to lavish on her extravagant lifestyle.

Wanda Johnson, a Facebook user, said, “She got y’all’s money, now she’s at the airport. Some of you are so weak to believe her foolishness. She is always begging, scamming, and manipulating.”

“You are gradually becoming a professional beggar on social media,” one Chigoziri Ohochukwu on Facebook opined.

“Mad that she can’t post pictures because without posting pictures she can’t make money. She needs to post pictures of her kids to make money. But she would rather go to Hawaii than see.Her children sickening and people gave her $.Or whatever was on that go find me.People needs to report the go fund me everybody needs to report to get their money back,” a user who identifies as Jennifer Lynn Russell claimed.

Nene Peters stated, “WTF you was just on here crying about you need a lawyer now, you traveling. I’m done with you wow.”

“Two days ago she was crying for donation now she is traveling,” said Hermi Matilya

Meanwhile, Bridget O’Connell said, “Yeah I’m not gonna lie Traveling to Hawaii is crazy after receiving all that money for Lawyer girl! You shoulda did that in silence.”

Also, Mary Monique Napont said, “It’s none of your business lady. She is an influencer, performer, student, and most importantly a great mother. Leave her be. You are a part of the problem. She’s not hurting you in any way. If you don’t like her, don’t follow her. It’s that simple.”

Recall that the divorce and custody battle between Obidi and Dean has been on the public scene lately. Recent developments have granted Justin the right to restrict their two children from featuring on Obidi’s online content.

She posted a plea online, accusing Dean of abuse and “gaslighting” during their marriage, claiming he is now subjecting their daughters to similar treatment.

 

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Police declare Lagos socialite wanted for murder, cyber-stalking

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The Nigeria Police Force, on Sunday, declared a Lagos socialite and blogger, Dorcas Adeyinka, wanted for alleged cyber-stalking, abduction and murder, among others.

The police urged members of the public to “arrest and hand over the suspect to the nearest police station or the office of the IGP Monitoring Unit, Force Headquarters, Abuja.”

The police further described Adeyinka as a married female Yoruba blogger from Ekiti State and Ibadan, Oyo State capital.

She is said to be approximately 1.64m tall with an oval face, tribal marks, pointed nose, wide mouth, full and white dentition, and light-skinned with black eyes.

The police added that she lives in the United Kingdom, and frequently visits Ikeja, Ogudu and Fagba in Lagos State, as well as Otta and Sango in Ogun State.

Meanwhile, PUNCH Online had earlier reported that a Chief Magistrate Court in Wuse Zone 6, Abuja, summoned two social media users for defaming Adeyinka by allegedly sharing her nude photo online.

In the court summons dated Thursday, May 9, 2024, which was obtained by our correspondent, Chief Magistrate Emmanuel Iyanna ordered the two defendants – Tolulope Adeoye aka Abike Jagaban, and Tolulope Odegbami aka Olowosibi – to appear in persons before the court on June 4, 2024, to answer the charges levelled against them by the complainant.

The summons followed a criminal complaint filed by the complainant’s lawyers led by Pelumi Olajengbesi of an Abuja-based law firm, Law Corridor.

The socialite accused the defendants of sharing her nude photo on social media and ridiculing her.

The application partly read, “On March 5, 2022, Abike Jagaban shared the complainant’s nude pictures on YouTube, directing her followers to different online platforms where the complainant’s pictures were/are shared and ridiculed the complainant in the process.

“The video was captioned, ‘Abike Jagaban on Dorcas Adeyinka, aka TMS Blog.’ These actions have exposed the complainant to contempt, hatred and detestation as some people can be seen making disparaging remarks against the person of the complainant in the comment section of the above-referenced post. Abike Jagaban has also bullied the complainant in another video titled, ‘How Abike Jagaban bullied Dorcas Adeyinka,” among others.”

The complainant told the court that the alleged actions of the defendants constituted criminal defamation and contravened Section 391 of the Penal Code.

Meanwhile, in suit number CR/93/2024 with motion number MN/140/2024, Magistrate Iyanna ordered the complainant to serve the defendants with the criminal summons and all other subsequent processes of the court via their social media handles or pages @Tolulope Omolara Ghaba (Facebook) and @Princess Tolulope Ajike Olowosibi (Facebook).

The magistrate adjourned the matter till June 4, 2024, and ordered that the two defendants be present in court on the said date.

 

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Even if arrest warrant was illegally obtained, Bello should’ve appeared in court – Judge

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By Taiye Agbaje

 

Abuja, May 10, 2024 (NAN) A Federal High Court, Abuja on Friday granted the application by the Economic and Financial Crimes Commission (EFCC) for the former Governor of Kogi, Alhaji Yahaya Bello, to appear in court for his trial.

 

Justice Emeka Nwite, in a ruling, held that the former governor ought to appeared before the court before making any application.

 

He insisted that even if the arrest warrant was illegally obtained, the defendant (Bello) should have still shown up in court.

 

It would be tracked that the judge had, on April 23, fixed today for the ruling on the former governor’s application to set aside the arrest warrant against him.

 

The EFCC’s lawyer, Rotimi Oyedepo, SAN, had, on April 17, moved the ex-parte application for the arrest warrant.

 

But Bello’s counsel, Adeola Adedipe, SAN, on April 23, prayed the court to set aside the arrest warrant against their client

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He canvassed that the arrest warrant had become unnecessary since their lead counsel, Abdulwahab Mohammed, SAN, had accepted the service of the charge on behalf of the ex-governor.

 

He argued that the arrest warrant order, having been made before the charge ought to be set aside suo motu (on its own accord, without any request by the parties involved).

 

The senior lawyer argued that contrary to the submission of the lawyer who appeared for EFCC, Kemi Pinheiro, SAN, that the ex-governor must be in court first before any application could be entertained being a criminal case.

 

He said that the anti-graft agency also made an application on April 18 after the warrant arrest was issued to EFCC on April 17 and that the court granted it.

 

The lawyer submitted that the arrest warrant was issued in favour of the EFCC by the court in violation of fair hearing to their client.

 

He noted that the complainant made an application for substituted service on 18th day of April after the arrest warrant had been issued on 17th day of April and today, my noble lord granted it.

 

“The court must satisfy itself that the defendant (Bello) will not be prejudiced in fairness if the warrant of arrest continues to hang on his neck, having been made before service of the charge contrary to Section 394 of ACJA,” Adeola argued.

 

He argued that justice should be a three-way traffic; that is, justice to the prosecution, the defendant and the public.

 

He said for Bello to appear in court, he must have the notion that he would get justice.

 

Adedipe also argued that the EFCC was an unconstitutional body because its establishment was not ratified by the 36 states of the federation.

 

He said that for the EFCC to become a constitutional body, the 36 states of the federation must ratify the law establishing it as against the current position, that the EFCC Establishment Act was unilaterally ratified by the Federal Government.

 

He, therefore, asked the judge to vacate the arrest warrant against the former governor.

 

But Pinheiro vehemently opposed the application.

 

The senior lawyer argued that for the arrest warrant to be vacated, the former governor must be arraigned and take his plea in compliance with Section 396 (2) of the Administration of Criminal Justice Act (ACJA), 2015.

 

Delivering the ruling on Friday, the judge agreed with the argument of the EFCC.

 

He said that the order of court subsisted until it is set aside, even if there is irregularity.

 

The judge said Yahaya Bello’s staying away amounted to disregard to the sanctity of the court.

 

“Therefore, the application by the counsel for the defendant cannot be moved unless the defendant is present in court.

 

“Bello should come to court in his own not through EFCC for arraignment on the next adjourn date,” the judge declared.

 

Meanwhile, shortly after the ruling, Mohammed, who appeared for the former governor, informed the court of a motion on notice filed on May 9.

 

He said the motion prayed the court to stay further hearing of the alleged money laundering suit filed against Bello until the Court of Appeal decides a pending case relating to same matter.

 

The senior lawyer said the anti-graft agency had, by a motion ex-parte, got an order of the Appeal Court stopping the contempt proceedings filed by the ex-governor against the agency at the High Court sitting in Lokoja.

 

He said the appellate court had already fixed May 20 to hear the case.

 

He said it would be important the Federal High Court, Abuja awaits the outcome before going further with the trial.

 

But the EFCC’s lawyer, Oyedepo, disagreed with Mohammed’s submission.

 

In a short ruling, Justice Nwite refused Mohammed’s application.

 

The judge said that the matter had generated controversy all over the world and was unnecessary.

 

Reacting, Mohammed responded that the former governor was not afraid to come to court but was only afraid of his life.

 

Justice Nwite, however, said that Bello should not be misguided but should be advised to come and answer to the alleged charge.

 

“It is just a charge. It has not been proven. Counsel, it is your duty to bring him and you prepare yourselves.

 

“We thank lordship. We will take your admonition to him because that is just his fear,” Mohammed said.

 

He assured that efforts would be made to contact the former govenor to appear in court in the next adjourned date.

 

Justice Nwite consequently adjourned the matter until June 13 for arraignment.(NAN)(www.nannews.ng)

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