A Federal High Court in Lagos has restrained three oil companies – Shell, Total E & P, and Agip – from divesting their 45 per cent interest in Oil Mining Lease (OML) 25 to any person, authority or agency.
Justice Mohammed Idris made the order after hearing arguments by Tayo Oyetibo, counsel to Crestar Integrated Natural Resources, which filed a suit against the defendants.
The court restrained the defendants/respondents, whether by themselves, their management, servants, agents, assigns, privies, proxies, fronts, staffers or any other person whomsoever called, acting under their authority from proceeding or continuing to negotiate or engage in any transaction or contract calculated or purported to transfer, sell, farm out or otherwise charge, encumber, dealing, dispose of or divest the defendants/respondents 45 per cent participating interest in OML 25 to any person, authority or agency pending the determination of the motion on notice.
It also restrained the defendants, their agents, assigns or others acting under their authority from declaring any other bidder apart from the applicant as the preferred bidder for the assignment of the defendants’ 45 per cent undivided participating interest in OML 25 pending the determination of the motion on notice.
An affidavit in support of the application for motion on notice deposed to by Crestar Managing Director, Adeniyi Olaniyan, said OML 25 is jointly owned by the Nigerian National Petroleum Corporation (NNPC) with 55 per cent interest and the three defendants with 45 per cent.
Crestar alleged that it paid $453,320,000 to an escrow account with JP Morgan in London, which was nominated by the defendants, consequent upon which a Sale and Purchase Agreement (SPA) was executed by Crestar and the defendants.
Crestar alleged that under the Joint Operating Agreement (JOA) by which the defendants and the NNPC were operating OML 25, the NNPC had 30 days from the date it was notified of the intention of the defendants to assign their interests to Crestar, within which to exercise its pre-emption rights.
It claimed that the defendants’ notice to the NNPC was dated July 3, 2014 and delivered to the NNPC, which replied in a letter dated October 27, 2014 to exercise its pre-emption rights to buy the defendants’ interests in OML 25.
Crestar claimed that by another letter dated December 3, 2014, the NNPC was said to have withdrawn its letter of October 27, 2014, thereby paving the way for the defendants to assign their interests to Crestar.
It alleged that the NNPC wrote yet another letter dated December 5, 2014 purporting to withdraw its letter of December 3, 2014, in which it had withdrawn the exercise of its rights pre-emption.
Crestar said it was aggrieved by the defendants’ letter dated January 20, 2015 by which they purported to terminate the SPA, alleging bad faith by the defendants.