By Teddy Nwanunobi
The resolution of the corporate crisis that has engulfed London-listed oil firm, Lekoil (Cayman) Limited, may take longer than anticipated as Lekoil Nigeria begins legal action to address concerns on various degrees of breach of processes by Lekoil Cayman.
Lekoil Nigeria’s CEO, Lekan Akinyanmi, through his attorney, Proskauer Rose LLP, has finally sued Lekoil Cayman, for unlawful and hostile takeover of the company, fueling speculation that even more interesting times are still ahead.
“Lekoil Cayman may have flouted the rules of shares conversion by shrouding the sales process in secrecy”
The chronicles of the boardroom politics and unprofessional takeover of Lekoil Cayman by Metallon largely account for the raging storm.
From the totality of its actions, analysts have posited that the corporate coup that ousted Akinyanmi was a hatchet job that was carried out, while ignoring the shareholders’ agreement, which essentially protects the company and its shareholders.
Metallon bought the Lekoil Cayman shares on margin, and having faced a margin call, was forced to sell.
This probably explains Lekoil Cayman’s seeming desperation to drag Lekoil Nigeria into the predicament its indiscretion has led it.
Metallon, the majority shareholder of Lekoil Cayman, sold off its stake in London-listed Lekoil Ltd, driving down the value of the company’s shares’ 41 per cent at £0.90 pence a few weeks ago.
What remains unknown is to whom those shares were sold.
Lekoil Cayman may have flouted the rules of shares conversion by shrouding the sales process in secrecy.
Observers are equally concerned that, since August 30, when the news of the sale broke, the Board of Directors of Lekoil Cayman has yet to be dissolved, fueling speculation that the (around 23 million) shares may have been sold under the table.
A group of concerned Lekoil shareholders has already protested the transaction, as the Alternative Investment Market (AIM) rules stipulate that such volume of shares should be offered to the investing public.
The group is demanding full disclosure from Lekoil (Cayman) Ltd, as well as certain documents germane to the transaction, including: copy of the TR1 filed by the purchaser of the Metallon Corporation shares, explanation as to the position of Metallon Corporation appointees, Thomas Richardson and Alphonso Tindall, copy of the Conditional Fee Agreement, and detailed use of proceeds of the £200,000 amongst others.
The continued silence around the buyer of those shares sold by Metallon flouts AIM Rule 11 which, by interpretation, essentially requires an AIM Company to issue notification of new developments that are not public knowledge, but likely to affect the price of its AIM securities if made public, in the areas concerning its financial position, activities, business performance and expectations of performance.
This may explain why Lekoil Nigeria is filing a formal petition to the AIM, a sub-market of the London Stock Exchange (LSE), especially as Lekoil (Cayman) Ltd is seeking to raise a convertible facility agreement (CFA) worth £200,000 from Hadron Master Fund and TDR enterprises to fund its legal battle against Lekoil Nigeria.
Lekoil (Cayman) Ltd had fired its former CEO, Lekan Akinyanmi, on alleged breach of corporate governance arising from a loan dispute, and has also said it intends to pursue the former CEO to recover the loan. The company is demanding that $800,000 is immediately payable, with $400,000 falling due on September 9, 2021.
Although Akinyanmi has challenged his ouster as unfair, and has sued the company, Lekoil (Cayman) Limited is yet to publicly acknowledge this counterclaim, an action viewed as suspicious by observers.
In its announcement of September 2, 2021, Lekoil (Cayman) Limited indicated that it had entered into a Conditional Fee Arrangement (CFA), with an unspecified law firm to seek to protect the assets of the company (and presumably, recover the loan that was granted by the company to the former CEO).
No details of the terms of the CFA were disclosed.
However, keen observers indicate that the announcement stands in clear breach of AIM Rule 10, which reads:
“An AIM company must take reasonable care to ensure that any information it notifies is not misleading, false or deceptive, and does not omit anything likely to affect the import of such information”.
Analysts are also convinced that, had the Lekoil (Cayman) Ltd Board of Directors heeded some key indicators of the current state of things, it would not be grappling for survival now.
In an RNS announcement on June 17, 2021, Lekoil (Cayman) Ltd had informed the market that it would be publishing its Annual Results for the year ended December 31, 2020 not later than September 30, 2021, but failed.
The resignation of the company’s former Finance Director, Mr. Edward During, citing amongst other things, his disagreement with the need for an extension of the deadline for filing of accounts, the representations made to AIM Regulation to procure the extension, and the total disregard of his opinion, with respect to the preparations of the statutory accounts, were indicative of a doomsday foretelling that may have been carelessly ignored.
This negates the company’s claim that the preparation of the consolidated accounts was impacted by COVID-19, and had been ready for publication since June 2021.
Lekoil Cayman has admitted that it has limited control over the day-to-day operations of Lekoil Nigeria and its subsidiaries, but vows to take legal advice to recover as much value from its assets as possible.
“The Company has received notification from Lekoil Nigeria that it intends to abide by the Shareholders Agreement but that governance decisions, including decisions related to budgets, financial, operational and business plans, shall be made by Lekoil Nigeria,” it said.
While the corporate maneuverings, the saga of arguments and counterarguments, as well as the legal face-offs persist, analysts are seriously concerned about the declining value of investors’ shares.