The Campaign Against Impunity (CAI), a non-governmental organisation, has called on regulators in the country’s oil and gas, and maritime sectors to intervene in the alleged liquidation of Sea Trucks Group (STG), an indigenous company, by some expatriates.
CAI has written to major actors and regulators in the sectors such as Nigerian National Petroleum Corporation (NNPC), the National Petroleum Investment Management Services (NAPIMS), Nigerian Content and Development Monitoring Board (NCDMB), and the Nigerian Maritime Administration and Safety Agency (NIMASA).
“In the letters, we have urged these stakeholders to engage with the facts of the crisis involving STG and its liquidator, while acting in manners that uphold the rule of law and forestalls any arbitrary decision that could jeopardise the interests of STG, which appears the victim whose hands is being forced in this high-stakes tussle,” the group wrote in a statement on Wednesday, signed by its coordinator, Shina Loremikan. “This is, however, without prejudice to fairness to all parties involved in the dispute.
“While many in the industry are aware of this case, there appear little concerted efforts at intervening to safeguard a Nigerian company from a battle of attrition that violates justice and fair play.”
CAI said the fact of the case showed there were contention over a bond obtained by STG on the advice of its expatriate staff, who were also required to service the bond but failed to do so seemingly forcing the bond-holders to claim the assets of STG, in lieu of their fund.
“Yet, in a series of corporate intrigues, the earlier staff members of STG who were managing the bond on behalf of the company, turned around to become representatives of the bond-holders seeking to take STG into liquidation, in what appears a classic case of insider abuse, manipulation and conflict of interest.
“Some of the nagging issues from the situation include the fact that while STG still appeared capable of meeting its bond obligations, despite having missed some of the payments, however those representing the bond-holders did not seem interested in rescheduling the payments but were rather in a hurry to liquidate the company and strip its assets – prominently in terms of taking over the JASCON vessels that STG was plying its trade with.
“But, then how do you force a company that had not displayed signs of unrecoverable distress or shown itself as incapable of meeting its obligations into liquidation? Even then the liquidator had actually gone ahead to struggle for possession of and change the ownership of some of the JASCON vessels to that of a new company, Telford, despite subsisting court judgments urging the parties involved in the dispute to maintain status quo, with no asset stripping occurring, till there is a more substantive determination of the case.” .
The CAI said two Nigerian courts have ruled for the cessation of the liquidation.
“In a suit filed by West African Ventures (WAV), a sister company to STG, against the liquidators on May 11, 2018, WAV applied for an order of interim injunction restraining the liquidators from taking any steps or undertaking any business in Nigeria. The case, with suit number FHC/L/CS/656/18, was presided over by M. B. Idris, a justice of the Federal High Court in Lagos. And after the consideration of the application, the court ordered an order of interim injunction restraining STG/Telford from taking any steps or undertaking any business in Nigeria.
“Similarly, in another case, with suit number FHC/L/CS/1114/2017, filed on August 1, 2017, Hon. Justice (Prof.) Chuka Austine Obiozor ordered the parties to maintain status quo pending further order on the matter.
“Yet, despite repeatedly reaching out to STG-In-Liquidation/Telford, they have deliberately refused to answer the very basic and pertinent question in this dispute: What is the value of the outstanding sum on the bonds, in relation to the overall value of Mr. Roomans’ companies and assets, for which they are now claiming ownership?
“Also, from the facts of the issue, we have had to genuinely wonder that: Is the case of STG-In-Liquidation/Telford that of genuine liquidation or simply an attempt to take over a Nigerian company and its assets without recourse to a proper valuation of the assets involved, which should be balanced against the sum outstanding on the bond?
“We would have thought that under the laws of natural justice, a proper liquidation process of a business concern could only be embarked upon when the debts/balance on the bond taken is greater than the assets of the defaulting company. Rather strangely, this does not appear to be the case at hand, as the assets far outstrip the balance on the bond taken.
The CAI therefore called on the Nigerian federal government and the industry regulators – NAPIMS, NCDMB and NOTAP – for “quick interventions into this matter as a way of protecting the sanctity of Nigerian businesses from the foregoing form of activities, in which court decisions and judgments are flagrantly flouted with impunity.
“The regulators need to presently discountenance the different claims of the liquidators and front company, Telford Offshore – for seeking an illegal possession of assets, and doing direct business in the country – till there is proper judicial resolution of this case,” it added.
It said if government does not act swiftly the liquidation may erode investor’s trust and affect the Nigerian economy adversely.
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