By Dr Uche Diala
While reading the Press release by the NNPCL signed by Olufemi Soneye, the company’s Chief Corporate Communications Officer on 22nd August 2024 tittled ‘OVH Acquisition: The Facts, by NNPC Ltd’, something jumped out at me that needs clarification.
ALSO READ: OVH Acquisition: The Facts, by NNPC Ltd
Here are item nos 4 and 5 extracted from the press release:
“4. Upon acquisition of OVH by NNPC Ltd (in 2022), both NNPC Retail Ltd. and OVH effectively became subsidiaries of NNPC Ltd. However, based on professional advice and sound commercial considerations, NNPC Ltd. opted to merge NNPC Retail Limited into OVH, and thereafter retain NNPC Retail Limited as the company name post-merger.”
“5. The first step of merging NNPC Retail Ltd. into OVH has been completed and the post-merger renaming as NNPC Retail Ltd. is ongoing.”
However, the assertions; “… and thereafter retain NNPC Retail Limited as the company name post-merger” and “… the post-merger renaming as NNPC Retail Ltd. is ongoing” are clearly contradicted by information contained in court documents from rulings on a petition jointly filed by NNPC Retail, OVH and Nueoil in relation to the merger.
Premium Times reported that NNPC Retail Limited, Nueoil Energy Limited, and OVH Energy Marketing Limited had in June 2024 jointly filed a petition; Suit No: FHC/L/CS/921/2024 at the Federal High Court in Lagos in which they asked the court to grant eight orders.
Presiding Judge Justice Aneke granted all the 8 prayers of the petitioners, ordering that the merger be effective from January 1st 2024.
The 8 orders were subsequently gazetted in the Federal Republic of Nigeria Official Gazette, No. 122, Volume 111 of 18th July 2024, inclusive of an order that NNPC Retail and Nueoil “be dissolved without being wound up” and that “the resultant company from the scheme shall be” OVH Energy Marketing Limited.
In the exact wordings of the gazetted orders (pay attention to Order ‘e’):
“a) That an order is hereby made that all assets (including all tax attributes, unutilised capital allowances, tax losses, withholding tax credits and other refunds available, but excluding the 2nd petitioner’s shares in the 3rd petitioner), liabilities and business undertakings, including real property and intellectual property rights of the 1st and 2nd petitioners be transferred to the 3rd petitioner subject to the terms and conditions set out in the scheme without any further act or deed.”
“b) That an order is hereby made that the entire share capital of the 1st and 2nd petitioners be cancelled.”
“c) That an order is hereby made that all legal proceedings, claims and litigations pending or contemplated by or against the 1st and 2nd petitioners be continued by or against the 3rd petitioner after the scheme becomes effective.”
“d) That an order is hereby made that the 1st and 2nd petitioners be dissolved without being wound up.”
“e) That an order is hereby made that the resultant company from the scheme shall be the 3rd petitioner.”
The “3rd petitioner” as clearly stated in the court ruling published on Daily Trust Newspaper of July 18th 2024 is “OVH Energy Marketing Limited”.
NNPC Retail Limited is the 1st Petitioner while the 2nd Petitioner is Nueoil Energy Limited.
This means that the resultant company name is OVH Energy Marketing Limited and not NNPC Retail Limited.
This is clearly in conflict with the information in the press release by NNPCL that “NNPC Retail Limited” would be retained or is retained “as the company name post-merger”.
The NNPCL needs to clarify this discrepancy for Nigerians.
©️ Uche Diala
