CAC dissolves NNPC retail, Nueoil

The Corporate Affairs Commission (CAC) has dissolved the downstream arm of the Nigerian National Petroleum Company Limited (NNPC Retail) and Nueoil Energy from its database, a check by PREMIUM TIMES has shown.

The companies’ dissolution follows the acquisition by OVH Energy Marketing Limited.

Last Week, PREMIUM TIMES reported how a court ruling had effectively dissolved NNPC Retail and transferred its ownership to OVH Energy Marketing Limited.

The NNPC Retail officially no longer exists after it asked a court to transfer its ownership and properties to a firm it claimed to have bought.

An official search by this newspaper shows that the NNPC Retail, with registration number 826223, incorporated on 21 June 2009, and Nueoil Energy with registration number 1902885, incorporated on 8 March 2022, have been dissolved by CAC, while the OVH Energy Marketing Limited with registration number 655791, incorporated on 4 June 2006 remain active.

Speaking to PREMIUM TIMES on Wednesday, an Abuja-based lawyer, Yomi Ogunsanya, said the dissolution by the commission means “the company has been ‘wound up’. It is no longer in existence.”

PREMIUM TIMES reported NNPC Ltd’s controversial purchase of OVH Energy Marketing Limited and how the purchased company essentially took over the management of the buyer, which an NNPC insider described as “the most ridiculous business acquisition in the world.”

NNPC Ltd bought OVH from Nueoil Energy Limited a month after Nueoil Energy acquired OVH in September 2022.

However, in June, the three firms – NNPC Retail, OVH and Nueoil – jointly filed a petition at the Federal High Court in Lagos. In it, they asked the court to grant eight orders, including an order that NNPC Retail “be dissolved without being wound up” and that “the resultant company from the scheme shall be” OVH.

The petitioners further asked that all tax attributes, unutilised capital allowances, tax losses, withholding tax credits and other refunds available, but excluding the Nueoil Energy shares in the OVH Energy Marketing Limited, liabilities and business undertakings, including real property and intellectual property rights of the NNPC Retail and Nueoil Energy Limited be transferred to the OVH Energy Marketing Limited subject to the terms and conditions set out in the scheme without any further act or deed.

The court granted all eight orders, ordering that the merger be effective from 1 January. The court also mandated that all necessary incidental, consequential, and supplemental orders be made to ensure the full and effective implementation of the merger.

Last Wednesday, in his reaction to PREMIUM TIMES report, the candidate of the Peoples Democratic Party (PDP) in the last election and former vice president of Nigeria, Atiku Abubakar, expressed astonishment at the operations of the NNPC Ltd and how the government-owned oil company had put its retail arm under the control of OVH, which he claimed was owned by Wale Tinubu, a relative of President Bola Tinubu.

Atiku regretted that his intention to privatise the NNPC and increase its transparency has been overshadowed by what he describes as the “criminal hijack of the NNPC by corporate cabals around the current president,” according to the statement signed by his Media Adviser, Paul Ibe, said.

However, the NNPC, in its response to Atiku, said at the time it acquired OVH in 2022, Oando (in which Wale Tinubu has equity interest) had fully divested its equity in OVH to the two other partners, Vitol and Helios.

The NNPC explained that Oando began its divestment in 2016, with Vitol and Helios coming in as equity partners, leading to the change of name from Oando to OVH.

In 2019, according to NNPC Ltd, Oando fully divested its equity interest in OVH resulting in Vitol and Helios holding 50 per cent equity interests respectively.

PREMIUM TIMES reported the divestment by Vitol and Helios from OVH which they sold to Nueoil in 2022. NNPC then bought OVH from Nueoil.

The national oil company said while the merger is still ongoing, NNPC decided to rename the new company as NNPC Retails Ltd.

However, a review by this newspaper of the NNPC response shows that the state-owned oil firm failed to address the crux of PREMIUM TIMES stories.

Background

NNPC Ltd. announced in October 2022 the acquisition of OVH Energy Marketing Limited’s downstream assets. This acquisition would merge OVH Energy with NNPC Retail, a subsidiary of NNPC Ltd.

The assets acquired from the company, which operates Oando filling stations, also include a reception jetty with 240,000 metric tonnes monthly capacity and eight liquefied petroleum gas plants, three lube blending plants, three aviation depots, and 12 warehouses.

But in June 2023, PREMIUM TIMES’ investigation on the acquisition exposed the secret deals and the complicated ownership structure that left managerial control of NNPC Retail in the hands of OVH Energy Marketing.

The report also exposed that OVH Energy Marketing may not have owned as many filling stations as it claimed during the merger talks.

In addition, the report highlighted how Huub Stokman, an expatriate and former Chief Executive Officer of OVH Energy, emerged as the new Managing Director of NNPC Retail, a development that further compounded the structure of NNPC Retail.

This newspaper also found out that the acquisition of OVH Energy had turned NNPC Retail into a toxic workspace, with officials of the former taking over the latter’s running.

“Did we acquire them, or did they acquire us? How come they are now the ones in the management,” one NNPC Retail staff told this newspaper.

In July 2023, the House of Representatives, following the adoption of a motion moved by Miriam Onuoha (APC, Imo), directed NNPC Ltd to suspend the acquisition pending an investigation by its committee.

Consequently, the House set up an ad-hoc committee with Hassan Nalabraba (APC, Nasarawa) as the chairman and commenced an investigation into the controversial deal in September 2023.

The ad-hoc committee requested the NNPC Ltd to furnish it with information about “registration documents/history from CAC for OVH, Nueoil, and NNPC Retail Limited (NRL), Board Resolution of NNPC Ltd on purchase of OVH, Audited Financial Statement and Management Accounts from 2015 to Date OVH, Nueoil, NRL and NNPC Ltd” and the “payroll from 2015 to date for NRL and OVH, Board Resolution of NRL/CHQ for movement of head office to Lagos and evidence of Tax Payments for NRL and OVH from 2015 to date.”

The committee also requested documents on all financial transactions associated with the acquisition, including payment records and fund transfers.

In September 2023, the Group Chief Executive Officer of NNPC Ltd, Mele Kyari, while appearing before the committee investigating the acquisition, said NNPC Ltd now operates like a private limited liability company and entered the commercial relationship with OVH to take over market shares in the downstream petroleum market shares. He said NNPC Ltd did nothing wrong in the acquisition.

Meanwhile, some NNPC Retail ‘concerned staff’, in a letter dated 25 September 2023, addressed to the chairman of the House Committee, and signed on their behalf by Mohammed Muazuo, noted that the request by the committee was not met.

In October 2023, Mr Nalabraba presented a report on the investigation.

In February, the House of Representatives dissolved the committee investigating the controversial acquisition after the panel presented a report many lawmakers described as “suspicious and shabby.” The task was subsequently transferred to the House Committee on Petroleum Resources (Downstream) for a fresh investigation.

In January, NNPC Ltd announced that it was unable to complete the OVH acquisition. It said it intends to apply for operating licenses for the facilities under OVH Energy Marketing Limited.