Osman Shahenshah and Shahid Ullah were found guilty of fraud and money laundering offences from which prosecutors said they personally received more than $17 million in a case involving Oriental Energy, founded by Nigerian billionaire oil magnate Muhammadu Indimi.
Prosecutors said Mr Shahenshah, 55, the former chief executive of Afren and Mr Ullah, 58, the oil company’s Texas-based former chief operating officer, laundered $45 million by deceiving the Afren Board into agreeing a $300 million business deal.
Following a shareholder revolt which objected to their £6.6 million and £3.8 million salary packages and faced with the possibility of lower remuneration in future, the two hatched a fraudulent scheme to secretly increase their pay
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Details seen by PREMIUM TIMES from the U.K Serious Fraud Office (SFO) showed that Messrs Shahenshah and Ullah created a side deal with one of Afren’s Nigerian oil partners, Oriental Energy, that would allow them to benefit from payments Afren would make.
The men recommended a transaction to the Afren Board, who then approved payments of hundreds of millions of dollars without knowing that Messrs Shahenshah and Ullah stood to personally benefit. The transaction was claimed to be necessary to maintain the business partnership, but the fact that Messrs Shahenshah and Ullah stood to benefit personally remained hidden.
In his comments, Lisa Osofsky, Director of the Serious Fraud Office, said greed motivated the crime.
“Osman Shahenshah and Shahid Ullah failed in their duties as company directors, abused their positions and lied to their board,” he said.
“Instead of acting in their company’s best interests, they used Afren like a personal bank account to fund an illicit deal, with no regard for the consequences.
“Fraud corrodes confidence, undermines trust and damages the reputation of the UK at home and abroad. It is our mission to bring those committing this crime to justice.”
Details showed that the criminal investigation into the former CEO and COO of the collapsed oil and gas exploration company began in June 2015 following a self-report by the company, with the defendants charged with four offences in September last year.
The SFO said Messrs Shahenshah and Ullah recommended that the Afren Board agree to a $300 million payment to Oriental Energy Resources Ltd, the company’s oil field partner in Nigeria. But SFO said that unknown to the Afren board, Messrs Shahenshah and Ullah had struck a side deal with Oriental which led to 15 per cent of the $300 million was then paid out to a Caribbean shell company controlled by the defendants. The men then used the $45 million to purchase luxury properties in Mustique and the British Virgin Islands.
The UK prosecutors said a smaller portion of the $45 million laundered was split between Oriental employees and a close network of Afren staff dubbed ‘The A Team’.
Oriental’s Position
In 2014, Afren dismissed the two officials after an independent review by law firm Willkie Farr & Gallagher LP (WFG) alleged that the duo received more than $17 million in unauthorised payments from Oriental, its Nigerian joint-venture partner and 60 percent equity owner operator of the Ebok assets, offshore Nigeria.
In the law firm review, WFG alleged that Ntiti is owned and controlled by Messrs Shahenshah and Ullah, and that they had used the vehicle to pay special bonuses to themselves and other Afren employees.
But Oriental in its reaction dismissed allegations of unauthorised payments made to its employees.
Earlier in 2012, the company said, Oriental and Afren initially entered into the Oriental Ebok Forward Sale of Crude Oil Agreement. Through the deal, Oriental said it agreed to sell approximately one million barrels of its future oil production to Afren thereby permitting Afren to book those reserves in 2012. The reason the $100 million payment to Oriental was included in Afren’s balance sheet for 31 December 2012 under the line “Prepayment and Advances to Partners” is because it was a prepayment for Oriental’s future oil production, it said.
The company argued that in October 2013, it entered into an agreement with NTITI, the Oil Field Development Optimization Services Agreement, represented by senior executives of the Ebok Joint Operating Team (“JOT”).
The statement by Amina Indimi, the company’s media contact, added that there was an agreement to pay 15 per cent of the cash flows from its joint venture with Afren into a special purpose vehicle called Ntiti BVI, which was intended to reward and retain key employees connected to the project.
“Under the Optimisation Agreement Oriental agreed to pay up to 15% of its annual net Ebok Profit Oil proceeds to NTITI for the purpose of providing incentive compensation and retention of key employees who had proven themselves to be essential members of the Ebok JOT, a group reporting to the Ebok Operating Committee and comprised of employees seconded by both Oriental and Afren, as provided by the JOA,” the company said in a press statement.
“The Optimisation Agreement provided financial compensation to select key employees of both companies upon attainment of annual performance goals set by the Ebok Operating Committee. Oriental had every reason to believe that the Optimisation Agreement had been disclosed, at least in conceptual form, to members of the Afren Board.
“Oriental utterly refutes Afren’s use of the term “ostensibly” in describing the intent of the Optimisation Agreement. It was clear to everyone privy to the Optimisation Agreement that its intent and anticipated effect in rewarding and retaining key employees of the Project was in fact the sole purpose of that Agreement and would be wholly to the benefit of the Ebok Joint Venture participants, Afren and Oriental equally.”
Afren’s troubled history
Afren Plc is an oil company in which a former Nigerian oil minister, Rilwanu Lukman, was a former chairman and founder. Mr Lukman, who served under late President Umaru Yar’adua, died in July 2014.
When he held sway as minister, Mr Lukman was exposed as having a stake in the company while also supervising the oil ministry, in a clear case of conflict of interest. The defunct 234NEXT newspaper ran series of stories on the scandal.
Reports said the company owns subsidiaries in various African countries of which Nigeria is one of them.
The major owners of Afren are various institutional investors and mostly banking and asset management groups, quoted on the London Stock Exchange as AFR. The company, a British firm, operates in Nigeria through its Nigerian subsidiary.
JP Morgan Asset Management Holdings, Blackrock, HSBC and AXA are said to own shares in the company, including other banks.
Alongside Mr Lukman, Constantine Ogunbiyi and Egbert Imomoh are two other individuals believed to have ownership stake in the firm.
The company has since gone into receivership.
On Wednesday, Messrs Shahenshah and Ullah were found not guilty on a separate charge relating to a management buyout of another of Afren’s business partners.
But in a detailed disclosure seen by PREMIUM TIMES, they were both found guilty of one count of fraud by abuse of position, contrary to sections 1 and 4 of the Fraud Act 2006; one count of money laundering, contrary to section 328 of the Proceeds of Crime Act 2002; and one count of money laundering, contrary to section 329 of the Proceeds of Crime Act 2002.
They were acquitted, however, on one count of fraud by abuse of position, contrary to sections 1 and 4 of the Fraud Act 2006 and the SFO said sentencing has been scheduled at Southwark Crown Court for Monday 29 October at 10.00am.
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Oriental Energy
Oriental Energy Resources Limited, according to details on its website, was founded by the Chairman, Mr Indimi, in 1990. In September of that year, the company was awarded OPL 224 by the Federal Government of Nigeria, with a mandate requirement to acquire a minimum of up to 1000 km of seismic data and to drill at least three exploratory wells.
Work began on OPL 224 in 1991 as the company entered into a Technical Services Agreement with DuPont Nigeria Ltd, acquired the committed 2D seismic survey as well as drilled four wells including the Ufon discovery well. This continued until the Nigerian Department of Petroleum Resources gave an approval to convert OPL 224 to OML 115 on 20 May 1999, as a result of the successful work done on the Block.
In early 2000s, the growth of Oriental Energy proceeded quickly. Ebok marginal field (May 2007) and Okwok marginal field (2006) were awarded to Oriental Energy Resources Limited from ExxonMobil’s OML 67, through a Joint Venture Agreement (JVA) between the Nigerian government and ExxonMobil under the Marginal Fields Scheme, as a compensation for the loss of acreage to ExxonMobil Equatorial Guinea.
The company said it had had strategic alliances with Addax Petroleum (Okwok), Nexen E&P Services Nigeria Ltd. (OML 115), and Energy Equity Resources Oil & Gas (OML 115).
In 2008, Oriental Energy announced its Technical Services Agreement with Afren Energy Resources to appraise the Ebok Field and the partnership expanded with Afren signing a JVA with Oriental Energy and Addax for the development of Okwok (2009), as well as Afren signing a JVA with Oriental Energy and EER for the exploration and appraisal of OML 115 (2010). The company says it is currently producing an average of 19, 000 barrels of oil per day from 27 producer wells and has produced over 60 MMbbls from inception to date.
The company’s chairman, Mr Indimi, is in-law to President Muhammadu Buhari. In 2016, Mr Buhari’s daughter, Zahra, got married to Mr Indimi’s son, Ahmed Indimi.
Following the conviction of the two officials, it is unclear whether Mr Indimi’s Oriental Energy has any case to answer in the deal. The oil firm’s official contact could not be immediately reached Wednesday night.
It is however unclear whether the case is on the radar of Nigeria’s anti-graft agencies. PREMIUM TIMES’ efforts to reach the spokesperson of the Economic and Financial Crimes Commission, EFCC, also proved abortive Wednesday night.
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