Airtel Share Crisis: Billionaire Oba Otudeko, Tinubu Battle Deepens

The $28,728,125 suit jointly instituted by a Nigerian business mogul, Oba Otudeko and his company, Broad Communication Limited against Airtel Networks Limited (formerly Econet Wireless Nigeria limited) and nine others has taken a new dimension.

In a new application filed before the Federal High Court, Lagos, the plaintiffs urged the court to direct one of the defendants, O&O Network Limited to deposit the sum of N22.5 billion being the sum of a purported transfer of 16,002,404 shares of Airtel into an interest yielding account in the name of the Chief Registrar of the Federal High Court to be domiciled at Zenith Bank or First Bank, pending the determination of the instant suit by the court.

Joined as co-defendants in the suit filed are: Jubril Adewale Tinubu, a promoter of Airtel with 9,906250 shares being 9.9% voting capital; O&0 Networks Limited; Delta Ministry of Finance Incorporated; Delta State Government; Corporate Affairs Commission; Econet Wireless Limited; Econet Development Corporation; Ecobank Nigeria Limited and Ecobank Transnational Incorporated.

The plaintiffs alleged that by order of the court issued on February 5, 2015, the court mandated parties to maintain status quo in respect of shares held in Airtel Network Limited. However, notwithstanding the orders made by the court, O&O Network entered into arrangement for the sale and transfer of shares in Airtel Network Limited to Bharti Airtel Nigeria BV for the sum of N22.5Billion.

The transfer of the shares to Bharti Airtel Nigeria BV was alleged to be in violation of the order of the court.

According to an amended statement of claim filed on behalf of Oba Otudeko and Broad Communications Limited by Chief Wole Olanipekun, SAN, the plaintiffs alleged that sometime in 2011, Ecobank Transnational Incorporated acquired the defunct Oceanic Bank Plc with all its liabilities and assets which at the time of acquisition included the 3rd defendant – O&0 Network Limited.

It was also alleged that prior to the acquisition of Oceanic Bank, the plaintiffs became aware that the fourth defendant, Delta State Ministry of Finance Incorporated and the fifth defendant Delta State Government purportedly transfered their beneficial ownership in the shares of the O&0 Network Limited  back to Second defendant Jubril Adewale Tinubu who subsequently purported to have transfered the shares to Oceanic Bank Plc as part of a process of securitization and foreclosure arising from loans advanced to him by Oceanic Bank.

The plaintiffs stated further that in the course of promoting Airtel, it was a fundamental term that in order to facilitate financing arrangements, Nigerian individual shareholders would take their shares in their own names or by the agency of their respective nominee vehicles.

By this agreement, Oba Otudeko was to hold directly or indirectly 15 per cent of the ordinary shares and Jubril Adewale Tinubu was to hold directly or indirectly about 10 per cent of the ordinary shares of the company.

Further to the above arrangement and as preliminary step toward the acquisition of 40 per cent equity stake in Airtel, Otudeko and Tinubu, through a Special Purpose Corporate Vehicle called First Independent Network Limited, FINL, executed a settlement agreement dated June 11, 2001 with Econet International Limited.

It was also selected fundamental term of the agreement that Nigerians would hold 40 per cent of the ordinary shares and that Econet Wireless International EWI, being the original technical partner would hold 40 per cent, while 20 per cent was reserved for Transtel, a South African Company, Otudeko took 13,035,936 shares in the name of Broad Communication and 187,500 shares in his own name while Tinubu took 9,906,250 shares in the name of Ocean & Oil Services and later transferred same to O&0 Network.

The shareholders agreement confers on the shareholders a ‘right of first refusal’ in relation to the disposal of shares or interest therein by any  conceivable means and outline procedures to be followed for giving notice of intention to dispose and further mechanism for dealing with such shares.

However, the plaintiffs alleged further that sometime in 2005, without any formal or informal notice, they became aware that in 2001 and 2003, Tinubu, acting as the alter ego of O&0 Network, reached secret agreements to transfer all the company’s share in Airtel to Delta State ministry of Finance Incorporated and Delta State Government for a premium.

The 9,906,250 ordinary shares of the O&0 Network sold, in breach of the plaintiffs pre-emptive right was valued at $4.50, thereby amounting to $44,578,125.

The transaction was deliberately concealed from the plaintiffs and other shareholders with Tinubu continuing to claim that he represented himself rather than the Delta State Ministry of Finance Incorporated and Delta State Government on the board of Directors of Airtel.

The plaintiffs averred that Tinubu and one David Edevbie, the then Commissioner for Finance and Economic Planning in Delta State made statements to the Economic and Financial Crimes Commission EFCC in or about August-November 2004 admitting that the respective transactions entered into between them had the sole objective of dealing in the shares of Airtel contrary to the agreement and the understandings binding parties and other shareholders in the Airtel company.

Meanwhile, the presiding Judge, Justice Mojisola Olatoregun has adjourned for hearing of the suit.