March 30, 2023

Celebrating Excellence & Integrity


‘Our cases on shares dispute

Did former chairman of Skye Bank Plc board of directors, Dr Olatunde Ayeni, sell his shares in Ocean Marine Solutions Ltd (OMS) to the chairman Dr Idahosa Okunbo?

This is the subject of a dispute between the business partners.

The OMS said Dr Ayeni had sold his shares and was no longer on its board, but the former bank chief said he never did so.

Dr Ayeni, through his lawyer Femi Falana (SAN), had petitioned the Economic and Financial Crimes Commission (EFCC), alleging that he was made to step aside and that the company’s funds were mismanaged.

But the board of OMS denied the allegations, saying Dr Ayeni was no longer a director or shareholder and that its funds “are intact”.

The Office of the Vice President had referred to the matter the EFCC following a petition.

The EFCC’s response seemed to corroborate the position of the OMS board regarding Dr Ayeni.

The commission, on June 25, 2019, wrote to the OMS board: “…Investigation was extended to the Corporate Affairs Commission where it was discovered that Dr Tunde Ayeni had on August 8, 2018, actually sold his 35 million ordinary shares in Ocean Marine Solutions Limited and 37.2 million ordinary shares in PPP Fluid Mechanics Limited to Wells Property Development Company Limited, a subsidiary of Ocean Marine Solutions Limited.

“Investigation carried out so far revealed that Dr Ayeni is no longer a director and shareholder of Ocean Marine Solutions Limited and PPP Fluid Mechanics Limited as he has since sold his entire shares and resigned his appointment as director and shareholder of the companies.”

*Ayeni’s petition

In the December 7 petition to the E
The petitioner said the company incorporated four other subsidiaries and invested in Ibadan and Yola electricity distribution companies.

In 2016, the Central Bank of Nigeria (CBN) took over Skye Bank (now Polaris Bank), with the new management making allegations against the Ayeni-led board, following which charges were filed against Ayeni at the Federal High Court and the Federal Capital Territory High Court in Abuja.

Dr Ayeni said his partner moved the company’s account to another bank and abandoned repayment of multi-million dollar loan used to fund the acquisition of the DISCOS.

Dr Ayeni said he became distracted from the day to day operations of the company because of an almost daily requirement of his presence at either the EFCC, the offices of his lawyers and the courts.

He said during this period, the company had a payment challenge from the CBN, through which the Nigerian National Petroleum Corporation (NNPC) and its subsidiary paid OMS for services.

Dr Ayeni said Dr Okunbo attributed difficulties in the payment of the invoices to Ayeni’s court case.

To shield the company from the effect of his prosecution, Dr Ayeni said Dr Okunbo persuaded him to step aside from the company.

“Our client agreed to the advice and did not doubt Capt. Hosa Okunbo’s sincerity and intention to act in good faith, based on the trust our client had in him as they had both been working and partnering together since July 2003,” Falana wrote.

Falana said Ayeni never discussed selling his shares.

Falana wrote: “At no point was an actual sale of his interest in OMS Ltd or any of its subsidiaries or affiliates ever discussed, but Capt. Hosa Okunbo is trying to use the gentlemen’s arrangement to forcefully take over his holdings of the Company whose monthly income is about $9 million.”

Dr Ayeni alleged that Okunbo introduced Mr Ned Nwoko to the company and that Nwoko requested that OMS fund the process a Paris Club refunds to the Association of Local Governments of Nigeria (ALGON).

He claimed that Nwoko had charged 20 per cent of the refund as his fees and that he would pay $30million to OMS.

* OMS denies allegations

OMS board, in a resolution signed by a shareholder Mr Garth Dooley and directors Rear Admiral Aikhomu (Rtd), Rear Admiral Aminu Ikiods and Mr Oyelakun Oyekunle, denied Dr Ayeni’s claims.

The resolution reads in part: “The Board of Directors of OMS with a view to setting the records straight and to prevent government agencies, clients of OMS and the general public from been misled by the false stories hereby states as follows:

“That Dr Olatunde John Ayeni is no longer a Director of OMS and any of its associated companies having resigned from OMS since August 2018.

“That Dr. Olatunde John Ayeni is no longer a shareholder of OMS and its associated companies having sold and transferred all his shares and interests to Wells Property Development Company Limited for valuable consideration since 2018.

“That Dr Olatunde John Ayeni has not been involved and connected in the management of OMS since 2018 when he resigned from the Board and sold his shares.

“That Dr Olatunde John Ayeni became aware in September 2020 that the Chairman of OMS Capt. (Dr.) Idahosa Wells Okunbo had health issues and was undergoing treatment in London and has since that time started making false claims that he is still a part of OMS.

“That the Board of OMS has implicit and unshaken confidence in all the steps taken by Capt. (Dr.) Idahosa Wells Okunbo in managing the affairs of the company and the lofty heights to which he has taken the company.

“The Board commends and appreciates Capt. (Dr.) Idahosa Wells Okunbo for his selfless and personal efforts in managing the affairs of the company and the use of his personal resources in meeting the operational financial shortfall in the company.

“The company states unequivocally that its accounts are in the good and correct order and its funds are intact and not missing, misappropriated or otherwise mismanaged.

“The Board has passed a vote of confidence in Capt. (Dr.) Idahosa Okunbo.

“That Dr Olatunde Ayeni is a meddlesome interloper who is seeking to blackmail Capt. (Dr) Idahosa Wells Okunbo at this time of his ill-health for financial benefit.”

The OMS Board added that Dr Ayeni “has no interest whatsoever in OMS and its affairs and is hereby advised to steer clear from OMS and its associated companies.”

* Nwoko denies Ayeni’s allegations

In a January 5 letter to the Inspector General of Police, Mohammed Adamu, Nwoko denied any dealings with Dr Ayeni or OMS “in whatever capacity.”

“At no point in time have I had any dealings with Ayeni or Ocean Marine Solutions in whatever capacity as it relates to the above transaction.

“I have never received any sum from Ayeni which he purported in his petition and he has never played any role whatsoever as it relates to this transaction.

“All transactions on the subject matter were done directly with Capt. (Dr.) Idahosa Wells Okunbo in his personal capacity to the exclusion of any other party including Ocean Marine Solutions Limited.

“To suggest otherwise as contained in the said petition is merely a malicious statement devoid of truth,” Nwoko stated.

* Ayeni: I never sold my shares

Dr Ayeni denied selling his shares to Okubo’s Wells Property, adding that documents to that effect were not genuine.

He told The Nation: “It’s not true that I and my wife wrote to say we want to sell our shares. Two of my signatures on the documents being peddled around are not the same.

“The signatures are different. Check at the CAC and check the remittal number. It will tell you it is invalid.”

On how the dispute began, he said: “He (Okunbo) approached me. As at that time NNPC owed us about $26million. He approached me to say the reason for the non-payment is the issue I’m dragging with the EFCC, and that the former EFCC Acting Chairman Ibrahim Magu wanted to shut down all accounts I was connected with, that I should hand over to him.

“This was my partner for about 16 years as at that time. I did not have any doubt. It was supposed to be in writing, but I did not bother because there was no lack of trust. If I had any inclination, maybe I would have insisted.

“Before then, we had given him $6million to fund the transaction Ned Nwoko was doing. Ned was supposed to pay us back $30milion. He came back and said Ned could only pay $4.5million.

“He sold the aircraft and told us we should lend him the money – $5.5million. He hadn’t paid back. He borrowed $2million to go and sponsor George Weah, he hadn’t paid it back.

“He borrowed $1million for his business, he hadn’t paid it back. If you put all this together, that $8.5million that he owes. It is not possible for me to sell my shares for N2billion.

“When I transferred the shares to him for N2billion, he said to avoid EFCC investigation, the monthly allowance we pay each director, I should bring an account in which I was not a director. I gave him an account in which my staff members are directors.

“If it is true that he bought my shares, why can’t they continue to pay me directly? Secondly, you claimed you bought my shares, but you’re still paying me directors’ allowance from OMS.

“You claim you bought me out, so why should you be using money from the company to pay me? I can bet there was no board meeting in which the purported resolution was signed.

* Documents Ayeni faulted

In a “Special Resolution of Prime Union Investment Limited” dated August 14, 2018, which has Dr Ayeni board chairman/shareholder and Mrs Abiola Ayeni as shareholder/director, the company, after an extraordinary meeting, resolved to sell its shares in OMS.

The resolution reads: “That Dr Ayenl Olatunde J. and Mrs Ayenl Khlola .A. who constitute all the shareholders of the company have agreed to nominate and do hereby nominate Dr Ayenl Olatunde l. to act for/on behalf of all the Shareholders in respect of the sale of the company’s shares (30,000,000 Ordinary Shares) in Ocean Marine Solutions Limited.

“That all the shareholders confirm that Dr Ayenl Olatunde J. has the prior consent and authority to represent the company and to undertake the sale of the company’s shares in Ocean Marine Solutions Limited.

“That all the shareholders consent to the sale the company’s shares in Ocean Marine Solutions Limited to Wells Property Development Company Limited for a consideration of N2,000,000,000 only.

“That all the shareholders shall execute a Share Purchase Agreement and such other necessary documentation required to completely to transfers all their shares held in Ocean Marine Solutions Limited devoid of any liability or encumbrance to Wells Property Development Company Limited.”

A special resolution document by shareholders of OMS, including Ayeni, Okunbo and Dooley, on August 15, 2018, indicates that Ayeni agreed to sell his shares to Wells Property Development Company.

The resolution reads in part: “That Dr Olatunde John Ayeni has agreed to sell his 5,000,000 ordinary shares of N1 each in Ocean Marine Solutions Limited to Wells Property Development Company Limited…

“That following the full and final payment by Wells Property Development Company Limited for the shares, that both Dr. Olatunde John Ayeni and Prime Union Investment Limited hereby transfer the total 35,000,000 Ordinary shares to Wells Property Development Company Limited devoid of any encumbrance…”

In a memo dated September 5, 2018, Okunbo informed Kunle Oyelakun, managing director of OMS, that the allowances and benefits attached to the shares sold off by Ayeni should subsequently be paid to his company, Wells Property.

“I write to inform you that Dr. Olatunde John Ayeni has sold all his shares (including shares held by Prime Union Investment Ltd) in OMS and associated companies to my company, Wells Property Development Company Limited for N2billion.

“Consequently, the allowances and benefits attached to the said shares previously enjoyed and paid to Tunde should now be paid to Wells Property Development Company Limited…”

According to “notice of change of directors” filed by OMS at the CAC on March 19, 2019, the directors of OMS are Captain Okunbo, Rear Admiral Joseph Omozuya Aikhomu (rtd), Rear Admiral Aminu Oyone Ikioda (Rtd) and Mr Oyelakun Oyekunle.

In a special resolution dated March 7, 2019, attached to the form, the board said they accepted the resignations of Garth Dooley and Wilson Omogbale Aikhomu as directors of the company.

Dr Ayeni was not listed as a director or shareholder.

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