…Says Afren, Lekoil failed to obtain consent before transfer of shares
By Innocent Anaba
Optimum Petroleum Development Company Limited, OPDCL, has cleared the air on its dispute with Afren Investment Oil and Gas Nigeria Limited, and Lekoil 310 Limited, saying that the companies failed to obtain its consent and the consent of the Minister of Petroleum before the purported transfer of shares to Lekoil and 22.86 percent participating interest in OPL 310.
In a rejoinder to media report, Optimum noted that on March 28, 2019, a Federal High Court sitting in Lagos, presided over by Justice M. Hassan, delivered judgment in favour of the company and the petroleum minister in suit No. FHC/L/CS/482/18.
Chairman of Optimum, Alhaji Ibrahim Bunu, in a statement, said that the court in its judgment dismissed the suit as lacking in merit when it found that Lekoil had not acquired the shares of Afren and by that, interest in Oil Prospecting Licence, OPL 310 as its purported acquisition was inchoate and invalid.
It added that by the judgment, the consent of the Petroleum Minister and the consent of Optimum to the transfer of shares of Afren to Lekoil and indirectly the 22.86 percent interest in OPL 310 could not be obtained in default.
Besides, it stated that by the judgment of the Federal High Court, Afren and Lekoil failed to obtain the consent of Optimum and the Petroleum Minister before the purported transfer of the shares of Afren to Lekoil.
“Lekoil and Afren appealed this judgment to the Court of Appeal sitting in Lagos, but later withdrew the appeal by a notice of withdrawal of appeal filed on May 16, 2019, at the Court of Appeal, thereby, confirming the judgment as final, valid, subsisting, and binding.
“Optimum notes with great concern some recent publications purportedly issued by Afren titled: “Notice of caution to all persons dealing or considering dealing with the 22.86 percent participating interest held by Afren Investment Oil and Gas Nigeria Limited in OPL 310 pursuant to consent by the Minister of Petroleum Resources in accordance with Nigerian Petroleum Law,” which were published in the media recent.
“Aside from the fact that no name or position in Afren was indicated as the author of the said publications on behalf of Afren, the said publications concealed or otherwise misrepresented material facts concerning the proceedings before the court and the subsistence of an ex parte order of injunction granted by the court on March 30, 2023, in another suit initiated by the same plaintiffs after the said final judgment of the same court on March 28, 2019, to wit: suit No. FHC/L/CS/563/2023 – Afren & Lekoil v. Optimum,” the statement added.
Optimum said it was constrained to release the rejoinder to set the records straight and protect the integrity of the court and the proceedings before the court and for the benefit of the investing public, third parties, and the world at large.
Optimum noted that the said publications concealed the fact that after the company was served with the said ex parte order of injunction on April 6, 2023, Optimum filed and served a motion on notice to discharge the said ex parte order of injunction on April 17, 2023, and the said motion on notice was not heard or argued in court within 14 days of filing it.
“Therefore, in line with the provisions of order 26 rule 10(1)(a) and (3) of the Federal High Court (Civil Procedure) Rules 2019, the said Ex parte Order of injunction automatically expired or lapsed by operation of law within 14 days of the filing of the Motion on Notice to Discharge the Ex parte Order, that is, 2nd May 2023,” it argued.
The company added that the Order 26 Rule 10(1)(a) and (3) of the Federal High Court (Civil Procedure) Rules 2019 provided that an ex parte order shall not last for more than 14 days after the person affected by the order has applied for it to be discharged.
In addition, it said the situation can only take place where a motion to discharge the Ex parte Order is not heard or argued within 14 days of its being filed, the Ex parte order shall lapse.
Optimum contended that this position of the law has been settled in a plethora of cases by the Supreme Court such as the case of Brittania-U (Nigeria) Ltd v. Seplat Petroleum Development Company Ltd (2016) 4 NWLR (Pt. 1503) 541.
“In this regard therefore, the said publications in the Newspapers on 8th, 10th, 29th May, and 4th June 2023 respectively are false, malicious, offensive, a clear misrepresentation of facts, and an affront to the integrity of the Court when they state that the Ex parte Order of Injunction made on 30th March 2023 by the Court is still subsisting and effective as at the date the publications were made.
“Optimum reserves its right to seek appropriate legal remedies and urges the investing public and third parties to disregard those false, offensive, malicious, and/or other similar publications.
“Optimum uses this opportunity to assure the investing public, third parties, and the world at large that Optimum is vigorously contesting and challenging Suit No. FHC/L/CS/563/2023 which raises issues that are the same or similar to issues that were determined by the final, valid, and subsisting judgment of the Court in Suit No. FHC/L/CS/482/18.
“The only significant difference is that Suit No. FHC/L/CS/482/18 was before a different Judge.
“Be that as it may, in deference to the integrity of the court, Optimum will refrain from delving into issues or taking steps concerning issues that are presently subjudice in Suit No. FHC/L/CS/563/2023,” it noted.