… Court to rule on an application to set aside the suspension of CEO on March 30
Seplat Energy Plc (Seplat Energy or the Company) announced the termination with immediate effect of the Consultancy Agreement between the Company’s wholly-owned subsidiary and its co-founder, Dr. A.B.C Orjiako, acting through Amaze Limited.
Under the Consultancy Agreement, Dr. Orjiako was obliged to provide defined assistance with certain external stakeholder engagements following his retirement from the Board after the 2022 Annual General Meeting in May 2022.
In a letter titled Termination of Consultancy Agreement letter sent to the Nigeria Exchange by Seplat Energy, it stated that the termination follows the suspension of the Consultancy Agreement on 13 February 2023, as unanimously approved by the Board of Directors, following repeated warnings about breaches of a material nature, such as unilaterally making significant commitments on Seplat’s letterhead without prior Board authority or knowledge.
This course of action was necessary to protect the Company and its Shareholders, Directors, and Officers from potential and increasing liability arising from the conduct of the Consultants, Dr. Orjiako and Amaze Limited.
The Company has commenced legal action against Dr Orjiako and Amaze Limited at the Federal High Court in Abuja, to seek appropriate legal remedies.
Seplat Energy reiterates its commitment to high standards of corporate governance across all areas of its business. The matter is now subjudice and awaiting resolution by the Court.
This announcement is made pursuant to Rule 17.10 of the Rulebook of the Nigerian Exchange Limited, 2015 (Issuer’s Rule).
This announcement has been authorised for publication by Mr. Basil Omiyi, Independent Chairman, on behalf of the entire Board of Seplat Energy PLC.
It would be recalled that the indigenous energy company, Seplat Energy Plc, revealed that it had commenced legal proceedings against its co-founder, Dr Ambrose Orjiako and a consultancy firm, Amaze Limited.
In a statement signed by the Board chairman, Basil Omiyi, on Thursday, the company said that the consultancy agreement with the firm has also been terminated.
The company accused the co-founder through Amaze Limited of “unilaterally making significant commitments on Seplat’s letterhead without prior Board authority or knowledge.”
It was also revealed that repeated warnings had been disregarded resulting in a suspension of the agreement in February 2023.
Part of the statement read, “Seplat Energy Plc announces the termination with immediate effect of the Consultancy Agreement between the Company’s wholly-owned subsidiary and its co-founder, Dr. A.B.C Orjiako, acting through Amaze Limited.
“The termination follows the suspension of the Consultancy Agreement on 13 February 2023, as unanimously approved by the Board of Directors, following repeated warnings about breaches of a material nature, such as unilaterally making significant commitments on Seplat’s letterhead without prior Board authority or knowledge.”
According to the statement, the consultancy agreement involved Dr. Orjiako providing “defined assistance with certain external stakeholder engagements.”
Meanwhile, Justice Chukwuejekwu Aneke of the Federal High Court, in Lagos has fixed March 30, 2023, to rule on several applications challenging the suspension of the Chief Executive Officer (CEO) of Seplat Energy Plc, Mr. Roger Brown, from parading himself as the CEO of the company.
Justice Aneke adjourned the matter for ruling after hearing applications seeking to vacate the ex-parte order and to strike out the suit by counsel to the Respondents.
The court had on March 8, restrained Brown from parading himself as the CEO of the company pending the determination of a suit instituted against him and others by some aggrieved stakeholders of the company over allegations of racism, favouring of expatriate workers, discrimination against Nigerians, and breach of good governance.
Justice Aneke made order while ruling on a Motion Ex parte, filed by J C Njikonye, on behalf of some aggrieved stakeholders of Seplat – Moses Igbrude, Sarat Kudaisi, Kenneth Nnabike, Ajani Abidoye, and Robert Ibekwe, Petitioners, against the Respondents, Seplat Energy PLC, Mr. Roger Thompson Brown, and Mr. Basil Omiyi, in Suit No. FHC/L/402/2023.
Similarly, Justice Aneke in a separate ex parte application, granted the petitioners leave to serve the petition, any order of court and all other processes to be issued subsequently in the matter on Brown and Omiyi by pasting in the premises if Seplat Energy located at Ikoyi, Lagos.
When the matter was called on Thursday for hearing of pending applications, Jeph Njikonye announced appearance for the aggrieved shareholders, Bode Olanipekun announced appearance for the first Respondent (Seplat Energy), Mathew Burkaa, announced appearance for 2nd Respondent (Roger Brown, while Uzoma Azikiwe, appeared for the 3rd Respondent (Basil Omiyi, Board Chairman, Seplat).
Addressing the court, counsel to the aggrieved shareholders, Njikonye informed the court that there were several applications before the court, submitting that his application for interlocutory injunction for joinder should be heard first before applications seeking to discharge the ex parte order made by the court.
He argued that by the nature of the suit and by virtue of Order 29 Rule 1A of the Federal High Court (Civil Procedure) Rules, the application for joinder takes preeminence above other applications.
However, counsel to the first Respondent, Olanipekun opposed the application arguing that the ex parte order granted by the court affected many other people who are not parties before the court.
He argued that those who were not parties came to challenge the order, adding that the application for joinder was not ripe for hearing.
Counsel to other Respondents aligned with submissions of Olanipekun, and urged the court to hear the application for setting aside the ex parte order made on 8th March 2023.
Justice Aneke in a brief ruling held that the application for interlocutory injunction was not ripe for hearing and called Counsel to the Respondents to move their applications.
The aggrieved shareholders had in their Motion on Notice prayed the court for a declaration that the affairs of Seplat had been conducted in a manner that was illegal, oppressive and unfairly prejudicial to the petitioners and other members of Seplat and in total disregard to the interest of the petitioners, other employees, and Seplat as a whole.
They equally sought a declaration that by condoning the unlawful, discriminatory and abusive conducts of Brown, the Board Chairman, Basil Omiyi, and the Non-executive Directors have “failed in the discharge of their duties and are unfit to continue to function in the Board of Directors of the 1st Respondent (Seplat).”
Consequently, the Petitioners seek “An order of mandatory injunction restraining the 2nd Respondent (Brown) from parading himself as, or continuing to operate as the CEO of the 1st Respondent (Seplat) or working for Seplat in any other capacity.”