By Goddy Egene
Despite the brief protest carried out yesterday by a group of shareholders under the aegis of Oando Shareholders Solidarity Group at the venue of the 40th Annual General Meeting (AGM) of Oando Plc, held in Uyo, Akwa Ibom State, the company went ahead with its AGM, where other shareholders of Oando passed a vote of confidence on Tinubu and his management team.
All of the company’s resolutions were also passed as contained in the meeting’s agenda.
The shareholders who were not part of the protest, however, advised the feuding investors in Oando’s holding company to reconcile in order to forestall further erosion of the company’s value.
The leader of the protesters, Mr. Francis Michael said: “We are here to protest and press for the need to change the management of the company over gross mismanagement and abuse of corporate governance.”
According to him, they had read several reports on the gross mismanagement of Oando Plc by the present management of the company.
“For the past three months, there have been reports of huge financial mismanagement, very high debts and cooked books by Oando Plc.
“As it stands, Oando is in a very bad shape although the company’s report points to the contrary. We and our relatives have lost so much as a result of the mismanagement.
“The value of our shares today stands at less than 10 per cent of what it used to be. It has plunged from a high of N95, less than seven years ago, to as low as a little above N6 per share.
“In the face of this, the management and board are feeding fat on the company, earning huge salaries and rewarding themselves handsomely,” Michael said.
He added that there was strong uncertainty regarding Oando as a going concern, a situation, which he said was clear from the 2015 and 2016 reports as pointed out by its auditors.
“We therefore call on the present CEO of Oando Mr. Wale Tinubu to step down and allow a competent hand to manage the affairs of the company to save millions of Nigerians from further loss of their hard earned money.
“We are also calling on the Securities and Exchange Commission (SEC) and the Nigerian Stock Exchange (NSE) to commence the immediate investigation of the company to determine the true state of the financial position and corporate practice.
“We also demand the rejection of the proposal concerning the remuneration of the CEO and directors of Oando Plc and the rejection of the 2016 annual report and accounts and the need to convene an Extraordinary General Meeting within the shortest possible time to address the issue of mismanagement and abuse of corporate governance in the company,” he said.
The shareholders of Oando have been at one another’s throats, following accusations and denials of indebtedness and mismanagement of the company.
Leading the charge are the Chairman of MaxAir, Alhaji Dahiru Mangal, on the one hand, and Mr. Gabriele Volpi, who through his company, Ansbury Investment Inc., invested over $700 million in Ocean and Oil Development Partners Limited (OODP BVI), a special purpose vehicle registered in the British Virgin Islands.
Through its investment, Ansbury acquired a 61.9 per cent stake in OODP BVI, while a company owned by Tinubu, Withmore Limited, holds 38.10 per cent of the stake in OODP BVI.
Volpi further alleged that he also lent $80 million to Withmore to enable Tinubu, whom he said he trusted at the time, to acquire the 38.10 per cent stake in OODP BVI.
Tinubu had approached Volpi to invest in the British Virgin Islands-registered firm when Oando was seeking to acquire ConocoPhillips’ upstream oil and gas assets in Nigeria for $1.5 billion, a deal eventually consummated in 2014.
OODP BVI, in turn owns 99.99 per cent of the shares of Ocean and Oil Development Partners Nigeria Limited (OODP Nigeria), which holds 55.96 per cent of the shares in Oando, the oil and gas company listed on the Nigerian and Johannesburg Stock Exchanges.
Ansbury is now claiming to own 100 per cent of the shares of OODP BVI and 99.99 per cent of OODP Nigeria over Withmore’s inability to repay the $80 million loan, effectively whittling down Tinubu and the Deputy Managing Director of Oando, Mr. Omamofe Boyo’s interests in Oando Plc to 1.2 per cent.
The shareholders of Ansbury had also accused Tinubu and his deputy of financial mismanagement and cooking the books of the quoted company, a position that was buttressed in two petitions written to SEC seeking to stop Oando’s AGM and the removal of Tinubu and Boyo, among other directors of the company.
However, SEC ruled that the AGM could go ahead as planned, but added that nothing stops it from reversing the resolutions passed at the AGM should its ongoing investigation show that Oando has indeed been mismanaged or its books falsified.
Tinubu, however, had maintained that contrary to Ansbury’s claim, the equity holding in OODP BVI has Withmore holding 60 per cent of the equity and Ansbury with 40 per cent, a fact which he says was reflected in Oando Plc’s annual accounts.
He also stated that under the terms of the loan agreement, the $80 million, with a five year-tenure, was not due for repayment, prompting the shareholders to proceed to arbitration for a resolution of the dispute.
Tinubu had further dismissed allegations of financial impropriety, stating that a representative of Ansbury was a director of Oando for three years and approved its accounts, at least up till 2015.
But in their independent report, Oando’s external auditors, Ernst &Young, had raised a material uncertainty related to the viability of the company.
“We draw the attention to Note 45 in the financial statements, which indicates that the company reported a comprehensive loss for the year ended December 31, 2016 of N33.9 billion (2015: loss of N56.6 billion), and as at that date, its current liabilities exceeded current assets by N263.8 billion (2015: N260.4 billion).
“As stated in the note, these conditions, along with other matters, indicate that a material uncertainty exists that may cast significant doubt on the company (and Group’s) ability to continue as a going concern,” the auditors said.
Yet, some of the minority shareholders, who spoke yesterday during the AGM called for a reconciliation of the feuding investors who hold the controlling interest in Oando to forestall further erosion of the company’s value.
They also called for more disclosure and strict adherence to corporate governance tenets.
Mr. Nonah Awoh, a shareholder, particularly noted that disclosure of information regarding third party-related activities and the shareholding structure, among others, would allay suspicion and the present lack of trust and confidence in the board and management by some shareholders.
“Going forward, there should be disclosure on what you are doing. That way, those who want to sympathise with you will sympathise with you.
“It is important that you also disclose those who are on the main board and those that sit on board of the other subsidiaries. It is also pertinent to know how long a director sits on the board. Is it for eternity or not?” Awoh asked.
Another shareholder, Dr. Faruk Umar, President of the Association for the Advancement of the Rights of Nigerian Shareholders (AARNS), said: “We must have unity of purpose. If you have invested in Oando, you won’t want this company to go down.
“We are appealing to all parities, after this AGM, they should reconcile. This company must survive. We have put in our money. And this company should not be allowed to lose more value,” he pleaded.
Also speaking, the National Coordinator of the Progressive Shareholders Association of Nigeria (PSAN), Mr. Boniface Okezie, said: “Today is a sad day because if you look at the agenda, there is no dividend payout.
“But I want to appeal at the same time that we should be patient and pray that the company’s fortunes improve so that we can start receiving dividends.
“The management should be focused and take advantage of the recovery in oil prices and perform better,” he stated.
Okezie also appealed to the Chairman of Oando and Alake of Egbaland, Oba Michael Gbadebo, who is a traditional ruler to use his good offices to reconcile the shareholders.
In his report to the shareholders, Gbadebo said the company had aligned its operations with a long-term strategic view by divesting from their energy services business and partially from its downstream business, as well as optimising its balance sheet through the restructured N108 billion-syndicated medium-term loan.
“We will focus on further reduction of our debts to create a platform for long term profitability while driving growth via our dollar-denominated upstream and downstream trading businesses,” the chairman assured the shareholders of the company.
Also speaking, Tinubu stated that the protest was uncalled for, stressing that SEC had approved that the AGM should hold after examining the petition written by Ansbury.
He assured the shareholders that the company’s story had been that of resilience, innovation and growth “and I am assuring you that we are fully committed to repositioning your company towards sustained growth moving forward”.