Lekoil Cayman Limited has announced the results of the Company’s Extraordinary Meeting (“EGM”) held on 7 April 2022, despite Federal High Court injunction that it should put on hold activities relating to the EGM, especially anything that would affect ownership, equity or share capital structure of Lekoil Nigeria Limited.
The company in a press statement on Friday, said: “LEKOIL (AIM: LEK), an oil and gas exploration and production company with a focus on Nigeria and West Africa announces the results of the Company’s Extraordinary Meeting (“EGM”) held on 7 April 2022.”
“Following a vote by shareholders with a combined share capital of 437,462,857 ordinary shares representing 58% of the issued share capital of the Company, results on each of the resolutions put to the EGM as set out below.
“Resolutions 1 and 2 were ordinary resolutions requiring a simple majority of votes cast to pass. Both resolutions put to the meeting were duly passed.”
“Approve the Option Agreement entered into with Savannah Energy Investments, 356,596,324 amounting to 82 percent against 80,866,533 amounting to 18 percent”
“Authorise the Directors to issue fully paid ordinary shares up to an aggregate number of 151,755,547 for 307,648,559, which means 70 percent as against 129,814,298 which is about 30 percent”
Anthony Hawkins, the Company’s Interim Executive Chairman commented:
“The Company would like to thank its shareholders for approving both resolutions at the EGM. In particular, the vote in favour of entry into the Option Agreement was overwhelmingly endorsed by our shareholders (other than those associated with Lekoil Nigeria) and is a clear validation of the transactions with Savannah Energy. The voting also puts into context the recent actions of Mr. Akinyanmi and Lekoil Nigeria as they attempt to stifle the smooth running of the Company. The Company will continue with the work necessary to have the Company’s shares unsuspended and continue with the steps necessary to recover its investments in the Lekoil Group.”
In response to this development, Lekoil Nigeria Limited,stated that the action of Lekoil Cayman amounted to flouting an injunction of the Federal High Court in respect of activities relating to the EGM held on Thursday.
“Lekoil Cayman Limited and Savannah Energy Investments Limited, a subsidiary of Savannah Energy PLC, have flagrantly flouted an injunction by a Federal Court of Nigeria.”
It stated that Lekoil Nigeria Limited, joined by a number of third parties including Lekoil Oil & Gas Investments Limited, Mayfair Assets & Trust Limited, Lekoil 276 Limited and Lekoil Exploration & Production Nigeria Limited, was granted an injunction in the Federal High Court of Nigeria against Lekoil Limited and Savannah Energy Investments Limited, restraining them from taking any steps in furtherance of the transfer of any interests in oil and gas assets of Lekoil Nigeria Limited and the transfer or creation of any interest in Lekoil Nigeria Limited, that will alter the ownership, equity or share capital structure of Lekoil Nigeria Limited.
“Lekoil Nigeria sought the injunction further to the announcement of February 28, 2022 by Lekoil Cayman Limited that it had entered into an agreement with Savannah Energy Investments Limited, a subsidiary of Savannah Energy PLC.”
“Prior to the injunction, Lekoil Cayman and Savannah Energy had scheduled an Extraordinary General Meeting (EGM) to hold on Thursday, April 7, 2022. Rather than respect the rule of law, both companies continued and acted in defiance of the Nigerian court injunction by going ahead with the EGM as scheduled.”
“Indeed, Lekoil Cayman proceeded with the EGM where the following resolutions were arrived at:
- Approval of the Option Agreement entered into with Savannah Energy Investments
- Authorisation of the Directors to issue fully paid ordinary shares up to an aggregate number of 151,755,547
In reaction to the development, Anthony Hawkins, Lekoil Cayman’s Interim Executive Chairman remarked:
“The Company would like to thank its shareholders for approving both resolutions at the EGM. In particular, the vote in favour of entry into the Option Agreement was overwhelmingly endorsed by our shareholders (other than those associated with Lekoil Nigeria) and is a clear validation of the transactions with Savannah Energy. The voting also puts into context the recent actions of Mr. Akinyanmi and Lekoil Nigeria as they attempt to stifle the smooth running of the Company. The Company will continue with the work necessary to have the Company’s shares unsuspended and continue with the steps necessary to recover its investments in the Lekoil Group.”
“Concerned stakeholders, worried by this sheer recklessness have expressed shock at the poor corporate governance shown by the two companies, especially that Savannah Energy, a European owned firm, has been cleverly scheming to seize a Nigerian asset through the back door by offering to buy it on a platter.”
“It may be recalled that in one of its previous attempts to save the share value from avoidable dilution, Lekoil Nigeria had approached her subsidiary, Lekoil Cayman, with an offer of “an initial purchase price of US$1.5m, representing 50% more than that which the Board of Directors of the Company has agreed to sell the Mayfair Loan to Savannah Energy Investments Limited (“Savannah”) pursuant to the Option Agreement and “a deferred payment of US$110 million, being more than twice the deferred consideration proposed to be paid by Savannah pursuant to the Option Agreement.”
Lekoil Nigeria had also gone further to urge the Board of Directors of the Company to act in the best interest of shareholders by calling off the extraordinary general meeting slated for Thursday, 7 April, 2022 especially because upon her offer to acquire the Mayfair Loan, there would no longer be any commercial reason for Lekoil Cayman to consummate the Option Agreement with Savannah.
Lekoil Nigeria maintains her resolve to restore shareholders’ confidence in the company and assures of an even much brighter future.
Olusola Bello
