Seven Energy Int’l Ltd’s Minority Shareholder Battles 13 Others Over Restructuring
A Federal High Court sitting in Lagos, Nigeria has ordered that all the court process filed before the court by a minority shareholder of Seven Energy International limited Company be served on the company and 13 other defendants majority of whom are outside the jurisdiction of the court.
The order of the court which was issued by the presiding Judge, Chuka Obiozor on 8 December 2020 is to be served through any reputable courier service.
Saltire Investment Company, the minority shareholder, filed the petition against Seven Energy International Limited and 13 others namely Seven Exploration & Production Limited, Accugas Limited, Savannah Energy, African Infrastructure Investment Managers, Seven Uquo Gas Limited, Mr Micheal Lynch-Bell, Ani Umoren, Bassey Umoh, Chris Thomas, Ian Brown Peterside, Manish Maheshwari, Daniel Svanstrom and Mr Atul Gupta, over oppressive, unfairly, and prejudicial way of running the company.
The minority shareholder is claiming special damages in the sum of $14,740,123.94.
In a petition filed before the court on behalf of Saltire Investments limited by the law firm of SimmonsCooper Partners, the petitioner, who is a minority shareholder holding about 2% of the Seven Energy International Limited, alleged that it is challenging the unfairly prejudicial actions of the respondents which actions are contrary to the shareholding interest of the petitioner and other shareholders of the Seven Energy International Limited.
Despite express disapproval of the transaction by the petitioner and other shareholders of the company at shareholders meeting, the 7th – 14th respondents –Mr Micheal Lynch-Bell, Ani Umoren, Bassey Umoh, Chris Thomas, Ian Brown Peterside, Manish Maheshwari, Daniel Svanstrom– who are the Directors and controlling minds of Seven Energy International Limited were alleged to have sold the assets of Seven Energy International Limited, Seven Exploration & Production Limited, Accugas Limited, and Seven Uquo Gas Limited to Savannah Energy and Africa Infrastructure Investment Managers.
The petitioner also alleged that the 14th respondent, Mr Atul Gupta, who is the former chairman and Director of Seven Energy International Limited, was alleged to have proceeded to wrongfully procure illegal and unauthorized board resolution, as they wrongfully concluded purported negotiation on transaction which centers around the transfer of all the primary assets and cash generating businesses of the company to Savanna Energy and African Infrastructure Investment managers without authorization and with even clear order of the court to cease further steps pending the determination of the suit.
Also sometime in 2016 under the pretext that it was facing operational funding and liquidity challenges, the company through its controlling minds of 7th – 14th respondents, commenced unathorised negotiation with relevant stakeholders and investor on possible restructuring options available.
However, the company’s balance sheet as at September 2019 revealed that rather than protect the interest of the shareholders especially the already unfairly treated and the prejudiced minority shareholders such as the petitioner, the administration of the company has been steered towards a huge loss with the company incurring a huge deficit to the tune of $2,092,399,624, representing a significant increase in the total liability of the company and thereby imperiling the petitioner’s shareholding value as a minority shareholder in the company.
Savanna Energy’s balance sheet also revealed that the company is not a capable counter-party to buy or restructure Seven Energy International Limited.
When the unauthorized restructuring discussion commenced with Savannah Energy Company in 2017, it had less than 10 employees with no revenue, production or reserves and only $8,400,000 in cash with outstanding exploration commitment on its assets exploration permits in Niger.
On the contrary, Seven Energy International Limited owns $2,400,000,000 in assets, 2Trillion Cubic Feet of gross gas, 80,000 barrell of oil equivalent per day production and supplies to over 20 Million Nigerians with reliable gas.
Despite this glaring and abject lack of capacity of the Savannah Energy to buy or restructure Seven Energy International Limited the 7th-14th respondents willfully proceeded with the unauthorized transaction and thereby imperiled and greatly prejudiced the petitioner’s minority shareholding interest in an unfair manner.
Consequently, the petitioner brings this petition on the basis of the prejudicial, oppressive, unfair, unlawful, and unauthorized manner the transaction was carried out with the attendant losses to the company prime assets, cash generating businesses, and subsidiaries which has adversely eroded the minority shareholders rights and interests of the petitioner in the company.
The petitioner is thus urging the court to declare that by the facts contained in the petition and the relevant sections of Company and Allied Matters, the 7th to 14th respondents acted oppressively, unfairly, prejudicially, and without authorization when the said respondents unilaterally and arbitrarily, decided to negotiate and conclude the negotiation for the unauthorized restructuring of the company.
The Petitioner is also seeking the following orders of the court, to set aside all contract, agreement and extinguishing all rights and obligations arising from the oppressive and unlawful restructuring of the companies.
It seeks an order of perpetual injunction restraining all the respondents, their agents and any person acting under authority of the respondents from taken further steps or action in furtherance of the unlawful restructuring of the companies.
An order of the honourable court granting special damages against the Seven Energy International Limited Company and the 7th-14 respondents in the sum of$14,740,123.94 to the petitioner for the fundamental and substantial erosion of the equity and value of the petitioner’s shares.
Meanwhile, the presiding Judge, Chuka Obiozor has adjourned till 27 of January 2021 for hearing.