The immediate past Attorney General of the Federation, Mohammed Adoke, in a frantic move to avoid accounting for his unprofessional role in the transfer of $1.1 billion to an illegal company, Malabu Oil and Gas Limited for the sale of oil block OPL 245, has written to Vice President Yemi Osinbajo, deliberately muddling up details of the transaction.
The Economic and Financial Crimes Commission (EFCC) recently re-opened investigations into the scandal and had invited Mr. Adoke for questioning. Mr. Adoke is however yet to honour the agency’s invitation.
But in a desperate appeal for Mr. Osinbajo’s intervention in the matter, Mr. Adoke recycled the same catalogue of lies he had repeatedly circulated since his role in using the Federal Government as a platform for a secret deal with oil giants, Shell and Eni, to transfer the controversial fund to Malabu, an illegal company with fictitious directors and addresses, floated by a former Petroleum Minister and ex-convict, Dan Etete.
In the letter dated December 31, 2015, Mr. Adoke claimed he acted in the best interest of the country and accused those he described as agents of the Sani Abacha family; Lawal Abba, an associate of former Vice President, Atiku Abubakar, and news website, specifically PREMIUM TIMES and Sahara Reporters, of orchestrating smear campaign against him.
PREMIUM TIMES had in the past published a series of extensive investigations revealing that Mr. Adoke acted unprofessionally and had consistently lied to cover up his involvement in the fraudulent transaction.
Contrary to his claim in the letter to Mr. Osinbajo that “the transaction aforementioned was legitimate, transparent and well documented, and above all, self-explanatory,” PREMIUM TIMES extensive investigations into the deal had revealed that it was fraught with corruption and monumental fraud.
While Mr. Adoke tried to deflect attention from his involvement in the scandal by alleging that the Abacha family was sponsoring a smear campaign against him, he deliberately avoided addressing the core issues of the controversial transaction.
Firstly, Mr Adoke avoided addressing the question of the illegal status of Malabu Oil and Gas, the company to which he authorized the transfer of $1.1 billion.
While Mr Adoke continued to insist that the deal was illegal, the Corporate Affairs Commission, an agency on whose board Mr Adoke once sat, had placed a caveat on the company’s file after being briefed by the EFCC that the company was under investigation and that its record had been breached.
Also, before the payment was made, Mr Adoke was informed that he was dealing with fraudsters.
A letter titled “Unauthorised alterations of Malabu Oil and Gas Limited Ownership Structure,” signed by Abdullahi Haruna, a principal solicitor at a law firm, Onekutu, Haruna and Co., was handed over to Mr Adoke in May 2011 when he assumed duties as attorney general, warning him that people he was dealing with had manipulated and falsified company records with the Corporate Affairs Commission.
Mr. Haruna also briefed Mr. Adoke of the history of Malabu and the alleged criminality of Mr. Etete.
“We humbly request that the Honourable Attorney General intervene in these negotiations and prevent the conclusion of the transaction on the basis of fraudulent misrepresentation,” Mr. Adoke was told.
Separate investigations by PREMIUM TIMES and the EFCC revealed that the ownership structure of the company was illegally changed and a fictitious new director, Kweku Amafegha, which was created by Mr. Etete, introduced with six million shares.
By that act, Mr. Etete and other promoters of Malabu violated section 563 of the companies and allied matters act and are liable to at least seven years in prison by virtue of sections 190 and 436 of the criminal code act.
“Section 190 and Section 436 (b) of the Criminal Code Act is applicable to the conduct of the promoter of Malabu, in that a false representation or declaration was made to induce the Corporate Affairs Commission to issue an incorporation certificate,” said Jiti Ogunye, a Lagos based lawyer.
A PREMIUM TIMES investigation also revealed that all the office addresses provided to authorities by Malabu were fake.
But Mr. Adoke, in his letter to the Vice President, did not explain why, as the most senior legal officer of the last government, he approved the payment of such a huge sum of money to a company enmeshed in corruption of which he received advance warnings.
Further, Mr Adoke also need to explain why he negotiated with Mr. Etete when he (Etete) was never listed as a director of the company.
Another important fact of the transaction Mr. Adoke avoided talking about was the haste at which the transaction was concluded with Mr Etete.
PREMIUM TIMES investigation at the time revealed that Mr Adoke, in cohort with a former Minister of State for Finance, Yerima Ngama, on August 16, 2011, hurriedly and secretly authorised the transfer of the money to Malabu from a Nigerian government account with JP Morgan International Bank, a day before the assumption of duties of the immediate past Minister of Finance, Ngozi Okonjo-Iweala.
Malabu subsequently transferred the money to other phony companies with falsified addresses in what the EFCC described at the time as a “cloudy scene associated with fraudulent dealings”.
Below is a copy of Mr. Adoke’s letter to Vice President Osinbajo.
31st December 2015
Professor Yemi Osinbajo, SAN, GCON
Federal Republic of Nigeria,
RE: RESOLUTION OF THE DISPUTE BETWEEN SHELL ULTRA DEEP NIGERIA LIMITED, THE FEDERAL GOVERNMENT OF NIGERIA (FGN) AND MALABU OIL & GAS LIMITED IN RESPECT OF OPL 245 NOW SUBJECT OF INVESTIGATION BY THE ECONOMIC AND FINANCIAL CRIMES COMMISSION (EFCC)
May I respectfully draw Your Excellency’s esteemed attention to the above subject matter which is now a subject of investigation by the Economic and Financial Crimes Commission (EFCC) and to present the true facts in so far as they concern the official and professional role played by the office of the Honourable Attorney General of the Federation and Minister of Justice (HAGF) during my tenure. This has become necessary in order to set the records straight in view of the spurious allegations, mischievous and misleading publications on the subject matter in the media (particularly the online media).
- Your Excellency may please note that except for those whose sole intentions are to denigrate and impugn my integrityfor resisting attempts to use the Office of the HAGF to further narrow selfish business interests, the transaction aforementioned was legitimate, transparent and well documented, and above all, self explanatory. I trust therefore that this brief will afford you the opportunity to dispassionately examine the records and come to a fair and just assessment of the matter.
- A few weeks ago, I was informed through the office of the Director of Public Prosecutions of the Federation (DPPF) that the Federal Ministry of Justice was in receipt of a letter from the EFCC inviting me to its office for an interview on the Malabu Oil Transaction with Shell/ENI. I was however unable to immediately honour that invitation as I was writing my end of semester examinations at the University of Leiden, in the Netherlands where I am currently studying for an Advanced LL.M Degree in Public International Law. I therefore requested that the invitation be deferred to 28th December 2015 pending the completion of my examination.
- However, on deep reflection, I found the invitation rather curious, unconventional and mischievous especially as I acted purely in an official capacity and the EFCC could easily have had recourse to the sitting HAGF for clarifications since the records were in the Federal Ministry of Justice as government is a continuum. I therefore phoned the HAGF and notified him of the development and offered a detail explanation of what had transpired. I also impressed on him the need to protect the office from unwarranted attacks and machinations of those out to destroy it in view of its unique constitutional role in governance. I followed up by sending him a written brief with a copy of the attached Comprehensive Position Paper to enable him familiarise himself with the transaction in the event that official files in the Federal Ministry of Justice could not, for one reason or the other, be easily traced.
- It was after this development that I was made to understand that there were plans by some individuals who had become aware that I would be honouring the invitation of the EFCC on 28thDecember2015 to humiliate me. I was also informed that these individuals had enlisted a notorious online media (Sahara Reporters) to smear my name with allegations of corruption and bribery and that some agents of the Abacha family and one Lawal Abba acting for Alhaji Atiku Abubakar, a former Vice President were behind the scheme. According to the information, their motive was predicated on the following:
(a) the claim that they were shareholders in Malabu Oil & Gas Limited and had been short-changed by the main shareholder of the company, and
(b) that I had refused to use my official position as Attorney General of the Federation to help them get their dues from the main shareholder.
- Your Excellency, as preposterous as these assertions were, I was forced to give credence to them when on 27th December 2015, Sahara Reporters and Premium Times published that I was scheduled to appear for interrogation at the EFCC on 28th December 2015 and will thereafter be detained and charged to court. It was also falsely published that I was involved in the Halliburton bribery scandal, when the said scandal predated my tenure. It will be recalled that it was during my tenure that the Office of the Attorney General of the Federation in collaboration with the office of the National Security Adviser (NSA) under the leadership of General Aliyu Gusau and the EFCC proceeded against the Companies that were involved in the bribery scandal and got them to pay reparations for ‘reputational damage’ to the country totaling almost $180 Million even when by the penal sanctions contained in our laws, the companies could only have paid pittance. The records are there to show what was achieved and that the monies were paid into the Federal Government accounts with the Central Bank of Nigeria (CBN).
- It is apparent from these publications that the intention is not necessarily the clarifications sought by the EFCC but a carefully orchestrated plan for my assured unjustified persecution, humiliation and disgrace by a known group with interest in the Malabu matter that are aggrieved over my official role in the resolution of the case. The said group has now joined forces with those desperate to malign me by using the present investigation by the EFCC to humiliate my person. My refusal to take a particular position they had sought and impressed upon me after the resolution of the matter was concluded is the root of all this blackmail.
- Your Excellency, I make bold to state that any responsible Attorney General of the Federation would have done what I did to safeguard the interest of the country and avoid a liability that potentially stood against the country. It is in this regard that I respectfully urge Your Excellency to carefully consider and ascertain from the documentation supplied, the following facts:
(i) that Oil Prospecting License (OPL) 245 was granted to Malabu Oil & Gas Limited by the administration of General Sani Abacha, GCFR in 1998;
(ii) that OPL 245 was subsequently revoked by the administration of President Olusegun Obasanjo, GCFR in 2001and re- allocated to Shell Nigeria Ultra Deep Limited (SNUD) in 2002 under a Production Sharing Contract (PSC) arrangement;
(iii) that at the time of revocation and re-award, Malabu and SNUD had a binding Joint Operating Agreement to exploit the block with SNUD as technical partner to the Venture;
(iv) that aggrieved over the revocation, Malabu petitioned the House of Representatives Committee on Petroleum. After a public hearing, the House condemned the revocation and re- allocation to SNUD and recommended that the block be restored to Malabu;
(v) that Malabu also sued the FGN and SNUD at the FHC in Suit No FHC/ABJ/CS/420/2003 claiming several declaratory reliefs including an order setting aside the re-allocation to SNUD and a restoration of the block to Malabu. The suit was struck out but on appeal, the parties entered into a settlement dated 30th November 2006 which were executed by my predecessor in office, Chief Bayo Ojo, SAN, CON;
(vi) that the Terms of Settlement were filed in court as consent judgment and a key term in the settlement was the restoration of the Oil block 245 to Malabu by the FGN;
(vii) that pursuant to the Terms of Settlement, President Olusegun Obasanjo in 2006 rescinded his earlier revocation and restored the Oil block 245 to Malabu;
(viii) that at this time SNUD had already expended huge resources of over $500 million to de-risk the Oil block under the existing arrangement with the FGN and had found oil in commercial quantities. This was inspite of the pending litigation instituted by Malabu;
(ix) that Shell was equally aggrieved over the unilateral revocation of the block by the FGN and commenced Arbitration proceedings at the International Center for Settlement of Investment Disputes (ICSID) claiming over $2 billion from the FGN for breach of contract, loss of investment and special damages;
(x) that It was under the above circumstances that I, as AGF encouraged a definitive resolution between the parties who themselves had expressed an intention to settle but were untrusting of each other given their antecedents;
(xi) that title on OPL 245at the date of settlement in 2006 and the Resolution Agreement in 2011 vested exclusively in Malabu subject only to the terms and conditions in the allocation;
(xii) that the interest of the FGN at the time of resolution in 2011 was to ensure the payment of the signature bonus on the block and that the block was developed to enable the country earn revenue through royalty and taxes;
(xiii) that consistent with Nigerian law governing oil and gas and the allocation of oil blocks, the signature bonus due and payable to the FGN amounting to $210 million was duly paid and acknowledged. The taxes and royalties associated with oil produced from the block are also now being paid. This is contrary to the lies and misinformation being peddled that Nigeria was short changed in the transaction.
(xiv) that at all times material to the resolution of the disputes between Malabu/Shell/FGN one Mohammed Sani who now claims to be Mohammed Abacha was not a party to the transaction and did not disclose any personal or family interest in OPL 245 to the administration of Gen Abdulsalami Abubakar GCFR or to the administration of President Olusegun Obasanjo GCFR;
(xv) that Mohammed Abacha did not participate in the negotiations leading to the resolution or settlement agreements;
(xvi) that Mr. Abacha surfaced only after the tripartite resolution of the matter between Shell/Malabo and the FGN to request that the Office of the Attorney General of the Federation should prevail on the main shareholder of Malabu to respect their interests in Malabu by paying them part of the proceeds;
(xvii) that rather than use the courts to resolve their internal company issues in Malabu, they have resorted to the use of the apparatus of state to settle scores with imaginary perceived enemies;
- Your Excellency would upon an objective determination of the distilled issues come to the irrebuttable conclusion that at all times material to the resolution of the dispute, conscious efforts were made by the Office of the Attorney General of the Federation and Minister of Justice to safeguard national interest. Furthermore, in the negotiations, the office of the Attorney General ensured that all relevant MDAs including the Department of Petroleum Resources (DPR), the Federal Inland Revenue Service (FIRS) and Nigerian National Petroleum Corporation (NNPC) were represented and participated to ensure compliance with extant laws and processes.
- It is therefore incorrect and contrary to as widely claimed in some quarters that the money that was paid to Malabu, which was only warehoused in an escrow account, was meant for the Nigerian Government and that the country was thereby shortchanged. Malabu as title-holder of the oil block merely dispensed of her interest in it as allowed by law. This indeed is the case with similar oil blocks allocated to several notable Nigerians who also disposed of their interests to oil multinationals and are enjoying the proceeds without any eyebrow or allegations of corruption.
- Your Excellency, I have explained in detail the history of the transaction trusting that you are in a better position as a one-time Attorney General of Lagos State and the current Vice President to objectively appraise the situation and brief the President truthfully so as to discourage the lies being peddled by mischief makers. This will not only bring my persecution to an end, but also protect the institution that the exalted office of the Attorney General of the Federation represents as well as guarantee its independence and prevent its destruction on the altar of political expediency.
- I am not unmindful of the need for public officers to be held accountable for their service. In this respect, if Shell and or ENI have infracted on the laws of their home countries either by non-disclosures and or tax evasion, our duty is to assist their home governments if requested to ascertain the truth but not to undeservedly criminalize our public office holders to satisfy the narrow and selfish interest of shareholders fighting over assets of their company.
- While thanking Your Excellency for your patience and valuable time, I want to assure you that I discharged my duties as the Chief Law Officer of the Federation with conviction, integrity and candor striving at all times to protect national interest. While I acknowledge that I am human and not infallible, I remain very proud of my record of service as Attorney General of the Federation.
- Please accept, Your Excellency, the assurances of my highest regards and personal esteem.
MR. MOHAMMED BELLO ADOKE, SAN, CFR