NNPC says it acquired OVH Energy, however, it now appears to workers of NNPC Retail that it was OVH Energy that did the acquisition.
A wave of excitement filled the atmosphere when the Nigerian National Petroleum Commission Limited (NNPCL), last October, announced the acquisition of OVH Energy Marketing Limited, the company behind the Oando Retail brand in West African countries. The then board chairperson of NNPC Limited, Margret Okadigbo, said the acquisition would strengthen NNPC's downstream business portfolio and enhance national energy security and profitability.
NNPCL had the intention to have 1,500 filling stations, Ms Okadigbo said, and the acquisition would bring over 380 additional filling stations operated by OVH Energy under the NNPC Retail brand in Nigeria and Togo.
"We will be Africa's largest petroleum product retail network," she was quoted as saying in an NNPCL statement.
Although the news was exciting, the events trailing the acquisition of OVH Energy are disillusioning. Despite a Freedom Of Information request, NNPCL kept details of the acquisition under wraps with many alleging shadiness. However, PREMIUM TIMES found that the acquisition of OVH Energy has turned NNPC Retail into a toxic workspace with officials of the former taking over the running of the latter, and causing anger and disillusionment among staff.
The OVH Energy acquisition
The narrative that trailed the acquisition of OVH Energy by NNPCL was that the Africa-focused downstream company is highly lucrative with over 300 filling stations across the country and above. The simple interpretation of this is that with the acquisition of OVH Energy, NNPC Retail would take over all its filling stations, turning it into the largest downstream company in Africa.
To be clear, in 2015, Oando PLC, then Nigeria's leading indigenous energy group, announced a $210 million deal to change the capital structure of its corporations by merging with HV Investments II B.V., an Africa-focused private investment firm, and the Vitol Group ("Vitol"), then known as the world's largest independent trader of energy commodities.
On 30 June 2015, a new company was formed to hold interests in Oando Marketing Limited and its subsidiaries by merging the two companies. Oando PLC would then retain 49 per cent shareholding in the newly formed downstream firm, with the Consortium owning 49 per cent, while Residual, a local entity, owned just 2 per cent. The recapitalised corporations would be renamed OVH Energy ("OVH"), reflecting its ownership structure and the commitment of its new shareholders.
In 2022, NNPCL announced the outright acquisition of OVH Energy. By this acquisition, OVH Energy would be merged with NNPC Retail, a subsidiary of NNPC Limited.
"Our acquisition of OVH brings more NNPC branded fuel stations under the NNPC Retail Limited umbrella, providing wider access for our customers, an enriched supply chain and product availability across our different locations," the Group Chief Executive Officer of NNPCL, Mele Kyari, said in a statement to Nigerians.
However, those with vast knowledge of the NNPC's inner workings told PREMIUM TIMES that exciting claims made to justify the acquisition of OVH Energy were exaggerated. They accused the NNPC of deliberately pushing inaccurate narratives to deceive the public about the purchase of OVH Energy. The insiders would not want to be named over the fear of victimisation by the Mr Kyari-led management."Only about 94 stations are OVH owned; over 100 stations were leased while others are affiliations," a senior NNPCL official with access to the information, told PREMIUM TIMES. His view was corroborated by at least two other officials with all of them saying that NNPC's claim of owning 300 new stations by acquiring OVH was false.
"This is one of the most shady deals ever in the oil industry globally. Not even the executive vice presidents of the NNPC know the details of the acquisition," one other senior NNPCL official said.
OVH Energy takes over NNPC Retail
In the eyes of the public, the NNPC has taken over OVH Energy by acquiring it. But in operational terms, it is OVH Emergy that has taken over the affairs of NNPC Retail in what one NNPC Retail official described as "the worst possible acquisition deal ever".
Upon the acquisition of OVH Energy and its incorporation into NNPC Retail, a new Managing Director was to be appointed. Senior officials of NNPC Retail expected that one of them would be appointed the managing director. This was a given, they thought. After all, it was an acquisition, with the larger and more profitable NNPC buying the smaller and loss-making OVH.
They were wrong.
First, the Mr Kyari-led management team appointed Huub Stoksman, an expatriate and former Chief Executive Officer of OVH Energy, as the new Managing Director of the NNPC Retail. Mr Kyari also appointed the former Chief Operating Officer (COO) of OVH Energy, Mumuni Dangazau, as his Special Adviser Downstream.
Many officials of the NNPCL, including senior staff, believe Mr Dangazau's appointment effectively sidelined the Executive Vice President (EVP) Downstream of the NNPC whose office ordinarily oversees NNPC Retail.
"The EVP has no say any more in NNPC Retail. It's between Stoksman, Dangazau and Kyari. He is not even on the board of NNPC Retail," one official said.
PREMIUM TIMES findings show that the EVP Downstream used to be a member of the board of NNPC Retail until the Petroleum Industry Act was signed into law after which a new board was constituted.
Our findings show that the appointments of Messrs Dangazau and Stoksman by Mr Kyari stirred controversy among the staff of NNPC Retail. Here is why.
In March 2022, Mr Dangazau became a director at Nueoil Energy Limited, a Nigerian oil company. Before then, he had been the COO of OVH Energy, which is now integrated into NNPC Retail. In September 2022, Nueoil acquired OVH Energy. And by October 2022, NNPCL announced the acquisition of OVH Energy. The role Mr Dangazau played in the acquisition of OVH remains unclear for now but NNPCL officials say he was central to the deal.
For Mr Stoksman's appointment, officials wondered why Mr Kyari felt no Nigerian was good enough to lead NNPC Retail after the acquisition. They expressed worry that none of the NNPC Retail management team, who had ensured the subsidiary remained profitable compared to some other NNPCL subsidiaries, was good enough to be appointed the managing director. The officials were curious about why Mr Stoksman, an expatriate that led OVH, a loss-making organisation, was appointed MD of a profit-making NNPC Retail despite the existence of competent hands within the NNPCL.
Profitable NNPC Retail 'consumed' by OVH Energy
Since his appointment as the Managing Director, Mr Stoksman has ensured a virtual takeover of NNPC REtail by OVH, this newspaper found. First, he set up a management team for NNPC Retail, made up of about 75 per cent of OVH staff. This led to grumblings by serving officials of the NNPC Retail. As of Monday, of the 12 management team members of NNPC Retail, including Mr Stoksman, none was from the old NNPC Retail, three from NNPCL and nine from OVH.
"Did we acquire them or did they acquire us, how come they are now the ones in the management," one NNPC Retail staff pondered.
Also, on 5 June, Mr Stoksman summoned a staff meeting and announced that the headquarters of the NNPC Retail would be moved to Lagos, where OVH is headquartered.
"I could not believe my ears when he said that," an NNPC Retail staff who attended the Abuja virtual meeting told PREMIUM TIMES. "Only God knows what deal Kyari signed with them, perhaps they are the ones that bought NNPC Retail."
On Monday, PREMIUM TIMES contacted the spokesperson of the NNPCL, Garba-Deen Muhammad, on our findings contained in this story. Mr Muhammad did not pick up our calls but responded to a text message in which he said he would get back to our reporter. He has yet to do so at the time of this report.
NNPC Retail has been profitable since 2017, an independent verification by PREMIUM TIMES, based on reviews of the financial details of the two companies, showed.
PREMIUM TIMES reviewed the financial details of the two companies prior to the acquisition.
In 2021, the NNPC Retail said it sold N283.6 billion worth of petrol, diesel, kerosene, gas and lubricants across its 550 stations. An increase of N83.3 billion compared to the N200.3 billion worth of products it sold in 2020, according to its audited statement for the 2021 fiscal year.
NNPC Retail was established in 2002 as a strategic unit of NNPC Limited, Nigeria's mother petroleum body. In 2009, it became a limited liability company and a subsidiary of NNPC Limited with just a retail station acquired from defunct Texaco Nigeria at Ikoyi, Lagos.
In 2021, the NNPC Retail stations grew from two in 2002 to 550 stations.
In terms of profitability, NNPC Retail, with an average market share of 10 per cent, made a Profit After Tax of N2.8 billion in 2019, N1.5 billion in 2020 and N4.9 billion in 2021. OVH, on the other hand, with an average market share of 5 per cent, made a Profit After Tax of N500 million in 2019, a loss after tax of N1.5 billion in 2020 and a loss after tax of N7.4 billion in 2021.
We won't provide details of the acquisition -- NNPC
On 9 January, PREMIUM TIMES sent a Freedom of Information (FOI) request to the NNPC seeking details of the acquisition of OVH Energy and asking salient questions about the integration of the company into the NNPC Retail. A few weeks later, on 27 January, an attorney of the NNPC, Tunde Adejumo, responded, saying the company was no longer compelled to reveal the details requested to the public.
In his response, Mr Adejumo noted that "with the coming to effect of Sections 53 and 54 of the Petroleum Industry Act 2021, the Nigerian National Petroleum Commission (NNPC), which was a public institution, has transited to the NNPC Limited, following the later's registration as a limited liability company under the Companies and Allied Matters Act 2020".
In other words, the NNPCL, through its attorney, said it rejected PREMIUM TIMES' inquiries on the ground that NNPCL is no longer a public institution. "It is given the above-stated reasons that we are unable to accede to your request for information sought," the NNPC attorney said. "Your request is at this moment denied and we hope you understand our client's constraints."
However, contrary to Mr Adejumo's claim, section 53 (3) of the Petroleum Industry Act (PIA) noted that "the ownership of all shares in the NNPC Limited shall be vested in the government at Incorporation and held by the Ministry of Finance Incorporated and the Ministry of Petroleum Incorporated in equal portions on behalf of the Federation".
Therefore NNPCL, contrary to the claim of its lawyer, is still owned by the Nigerian Federation and thus bound by the FOI law. Also, the board of NNPCL was among those instantly dissolved by a presidential proclamation last week.
Also, Section 2 (7) of the FOI law states that "companies in which government has a controlling interest" are among the institutions bound by the FOI law.
"Public institutions are all authorities whether executive, legislative or judicial agencies, ministries, and extra-ministerial departments of the government, together with all corporations established by law and all companies in which government has a controlling interest, and private companies utilizing public funds, providing public services or performing public functions," the law states.
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Appointing expatriates as heads of NNPC subsidiaries
The staff and management of the NNPC are concerned that Mr Stoksman, an expatriate, was appointed ahead of many qualified Nigerians. This is becoming a practice in NNPC Limited, officials said, causing disaffection and disillusion among the workers of the company.
In March, NNPC Limited appointed another expatriate, Jean-Marc Cordier, as the head of its oil trading arm, stirring controversies among experts and the industry's enthusiasts.
"It is of concern to most Nigerians that at this time of our life, we are still having a foreigner in such a strategic business enterprise in this country," said Bode Fadipe, a veteran energy expert and the Chief Executive Officer of Sage Consulting. "The question many people will ask is, don't we have Nigerians who can manage that office? Are the expatriates now investors in the business or is it a joint venture that allows a foreigner to hold that kind of position?"
But Yemi Oke, a legal consultant and energy law advisor, held a different view on the issue, saying the growth of NNPC Limited -- not the nationality of the person leading its subsidiaries -- should be prioritised. Other Nigerian companies have expatriates as employees, Mr Oke told Punch.
"All they need is to comply with the expatriate quota and show that there's no local manpower skilled enough to man that particular office, due to the technical nature of the position," he said.
In the case of NNPC Retail, however, there were many Nigerians skilled enough to be managing directors of the company including those who led it to profitability since 2017.
Workers at the NNPC Retail accused their union of failing to challenge what they believe is the impropriety going on in the organisation. They allege compromise by the NNPC Retail chapter of the Petroleum and Natural Gas Senior Staff Association of Nigeria (PENGASSAN).
Officials of the union including its secretary, Lumumba Okugbawa, however, declined to speak about the matter, giving different excuses. When PREMIUM TIMES first contacted Mr Okugbawa for comment in March, he said he was unavailable to speak. He said the same thing when contacted by phone twice this month.
President Tinubu must act now!
When President Bola Tinubu announced the dissolution of the boards of all government-owned institutions last week, there was jubilation among many officials of the NNPCL with some even telling PREMIUM TIMES that they expected Mr Kyari to also exit since he is a member of the board of NNPCL.
Although the NNPCL board was affected by the dissolution, Mr Kyari was not outrightly sacked as GCEO and thus remains in office. However, many NNPC officials say they want a thorough probe of the NNPC's deals including the OVH acquisition.
"How much was OVH bought for? Under what conditions? How many filling stations did they truly own? Why are they taking over NNPC Retail? These are some of the things a probe will reveal," one official said.
