A leaked letter written by Barr. Oruah C. Mark, the Secretary/Legal Adviser to the Bayelsa state Oil Company Limited (BOCL), also known as Atala Oil Marginal Field (OML 46), has revealed that the Bayelsa State Governor, Henry Seriake Dickson has allegedly perfected plans to sell the state owned oil company.
In the letter dated 5 Sept 2019, addressed to the Board Chairman of BOCL, revealed that governor Dickson has allegedly collaborated with the Managing Director of the BOCL, Mr Ebikabowei C. Dorgu, to assign 41% out of BOCL’s 51% Participating Interest in Atala Marginal Field together with its operatorship to Halkin Global Investment Limited (HGIL).
According to Mr Mark, the MD upon assumption of office, “has been conducting the business and affairs of the company in utmost secrecy.”
He said trouble started on 5 Sept 2019, when the MD, Mr Dorgu instructed that certain named Board Members meet with him in the office of the Deputy Chief of Staff, Bayelsa State Government House for an important official assignment.
“Thereafter, I met him and he gave me two copies of BOCL’s Board resolution for execution. The resolution was a document authorizing BOCL Management to negotiate, execute necessary documents to assign 41% out of BOCL’s 51% Participating Interest in Atala Marginal Field together with its Operatorship to HGIL; inter alia. Unsigned copy of the resolution is hereby attached for your ease of reference.
“According to MD, the document was prepared by HGIL and in a brief moment I asked him of the NIO, (Ten Billion Naira) loan facility from Sterling Bank which he is currently processing and whether CEPL and HONL settlement and payoff has been concluded.
“However, he explained that those issues are on-going but that this transaction was directed by the Governor, and I was surprised that all these activities with a third party investor is happening without my knowledge.
“In the evening of the same day, the MD called me to meet and execute some documents for him at Brass Suit hotel,” mr Marked revealed.
Mr Mark said that the MD of the BOCL, Mr Dorgu, requested for his signature to a copy Of Farm-ln Agreement and Service Agreement between BOCL and HGIL.
“The Farm-ln Agreement assigns 41% out of BOCL’s 51% Participating Interest in Atala Marginal Field (OML, 46) together with its Operatorship to HGIL for a consideration of $4,000,000.00 (Four Million US Dollars) on the basis of three installmental payments; to wit: $500,000, $1,500.000 and $2,000,000 respectively,” he said.
“Highlights of the Farm-ln Agreement following my brief perusal of the document include:
1 . BOCL assigning 41% out of its 51% interest in Atala Marginal Field (OML 46) to HGIL in the sum of $4,000,000; with an initial payment of $500,000 at the point of execution of the agreement. Property in the 41% Participating Interest shall pass unto HGIL after the initial payment.
- Subsequent payments shall be made when BOCL is able to fulfill several conditions; including:
a. Fulfilled the condition in respect of CEPL’s right of first refusal.
b. Secured CEPL’s consent in respect of the assigned interest. Secured BOCL’s original Farmors’ (Shell) consent.
c. Obtain the Consent of the Minister of Petroleum (Consent Letter) in respect of the assigned 41% interest.
d. Amicable termination of BOCL/CEPL Technical Service Agreement together with its addendum as to enable the implementation of BOCL/HGIL Service Agreement.
e. Facilitate the immediate joint review of BOCL, CEPL and HONL Atala Joint Operating Agreement in view of HGlL’s newly acquired interest.
f. Strictly ensure that any additional interest made available by CEPL or HONL is solely acquired by HGIL.
g. To ensure that BOCL holds only 10% interest in Atala Field for the life of the field.
h. HGIL to fund BOCL monthly administrative cost at $100,000. And further carry BOCL’s 10% cost for the life of the field on repayment basis. Execute a new Service Agreement with HGIL; etc.
In view of the provisions outlined above and the Service Agreement before me for immediate execution; I requested him to oblige me study the agreements with a view of forming a legal opinion in the hext twelve hours. He refused, stating that he was directed to get me sign the document without questions.
“I further requested for him to let me secure the authorization of BOCL Board Chairman but he refused, stating that he has secured the approvals of the Chairman and the Attorney-General of Bayelsa State. Finally, I told him that I cannot sign the documents in the instance. However, the MD became very angry and threatened to sack me if I do not resign by the next day in the morning.”
“Notwithstanding the foregoing, it is my considered opinion that BOCL cannot lawfully assign its interest in Atala Marginal Field (OML 46) without CEPL’s consent or involvement not just for CEPL’s right of first refusal in light of the obvious truth and since CEPL is entitled to 80% revenue from BOCL’s 51% as repayment for BOCL’s carried cost (interest) from 2011 till date. Consequently, until all the legal issues surrounding Atala Marginal Field pursuant to BOCL letters to CEPL and HONL are lawfully and amicably resolved, any investor buying interest in Atala Marginal Field (OML 46) is likely to buy a lawsuit.
“It is also my opinion that whosoever is directing the approval of this transaction must be the end-point or overall beneficiary of the transaction; while BOCL, its staff and Bayelsa State as a whole will lose terribly. I therefore, distance myself from this ungodly act in its entirety.
“Sequel to the foregoing, it is highly recommended that the activities of the MD concerning his secret dealings (one-man-show) regarding the management of BOCL, Atala Marginal Field (OML 46), OPL 240, BOCL’s lawful Partners and potential investors be called to order or checked immediately in order to forestall the apparent intention of destroying BOCL beyond lawful and useful repair,” he noted.
See copy of the letter below