Oil export deadlock deepens as key investors lock horns, head to court

Major investors in Kenya’s budding oil industry have fallen out acrimoniously, airing their dirty linen in papers filed in court.

The companies have been contracted by the prospector — Tullow Oil.

Their dispute is likely to affect the industry, which was recently hit by revenue demands of Turkana residents that led to the temporary suspension of oil trucking to the coast.

Former National Oil Chief Executive Mwenda Nyaga has opened a no-holds barred court battle with British businessmen Philip Moore and Craig Bridgman over dealings with East African Oilfield Services (EAOS), a firm registered in the Seychelles.

Through his Oilfield Movers, Mayphil Investment and C & G Ventures, Mr Nyaga has taken on EAOS and its sister company Kenya Energy Services.

Oilfield Movers is one of the firms Tullow contracted to transport oil to Mombasa by road in the early export pilot scheme.

REFUND

Mr Nyaga wants EAOS compelled to pay him $300,000 (Sh30 million) as a refund for his shares as he seeks to exit the deal with the British businessmen.

Both sides claim that their counterparts are playing dirty, and the mudslinging has landed in court filings. Court documents seen by Nation indicate that each side may have thrown a punch below their opponent’s belt.

EAOS’ two accounts at NIC Bank were frozen in January after Mr Bridgman and Mr Moore made withdrawals to the chagrin of their local business partners-turned foes.

COUNTER-SUED

Mr Moore and Mr Bridgman have counter-sued, and they want Mr Nyaga and Mr James Mbote compelled to pay EAOS $2.51 million (Sh251 million). In their affidavits, the Britons accuse their local counterparts of sabotaging EAOS by stealing light towers that are usually hired out for revenue.

The lights are hired out to clients such as event organiser Mosound, Tullow Oil, China Road and Bridge Corporation and Baker Hughes.

Mr Nyaga and Mr Mbote have also been accused of influencing key EAOS employees — Mr Nathan Tarus, head of operations and Mr Thuku wa Thuku, head of sales, to resign. “On February 18, 2018, I was informed by Nathan Tarus that the warehouse was empty and the light towers were no longer there. Mr Tarus also informed me that the towers were taken on the authority of the purported Kenyan directors James Mbote Gikebe and Jamleck Mwenda Nyaga,” Mr Moore adds.

THEFT ACCUSATIONS

But Mr Nyaga says after being accused of the theft, he and Mr Mbote followed up with TradeWinds Aviation, which owns the warehouse. TradeWinds told them that the light towers were in the warehouse on February 26, which they confirmed through a visit to the airport storage facility.

Mr Nyaga now says that EAOS is a shell company, and that its local operations are done through a subsidiary — Kenya Energy Services Limited. In May 2014, the two Britons after registering EAOS decided to expand its operations to Kenya, where they would need a point man to run the show.

Mr Moore offered Mr Nyaga a position in the firm as CEO of its Kenya operations, which he agreed on condition that he and his friends were allowed to buy into EAOS. After negotiations that lasted nearly six months, Mr Nyaga through his Oilfield Movers struck a deal to buy 150,000 shares at $1 (Sh100) each.

BOAT ROCKED

At the time, Mr Nyaga’s Oilfield Movers was supplying light towers to Tullow in Turkana. He transferred 10 light towers valued at $150,000 (Sh15 million) to EAOS in exchange for the shares.

“The plaintiffs were at all times aware that there were 1.4 million shares outstanding. Further, they were aware that there were 850,000 shares issued for $850,000 (Sh85 million) and an additional 150,000 shares issued in exchange for Oilfield Movers transferring 10 light towers to EAOS,” Mr Moore and Mr Bridgman say in court filings.

Some months later, Mr Nyaga through another firm he owns — Oil and Energy Services — became a consultant for EAOS.

Things appeared to be running smoothly, and EAOS even agreed to be Oil and Energy Services’ cotenant at the Commodore Suites along Nairobi’s Ngong Road. The boat was first rocked when Mr Moore and Mr Bridgman opted to terminate the office sharing agreement, arguing that EAOS was paying for 80 per cent of the lease yet it only occupied 20 per cent of the space.

In January, Mr Moore and Mr Bridgman during a board meeting resolved to oust Mr Nyaga and Mr Mbote, then moved out of the shared office without informing their co-shareholders where EAOS was heading to.

RESIGNATION LETTER

They have attached a resignation letter that Mr Mbote allegedly refused to sign in October 2016 despite agreeing to leave EAOS.

Mr Nyaga now holds that the Britons duped him into thinking EAOS shares were all equal, only to shift goalposts by introducing a special class of shares, which had more voting power, hence more influence in the boardroom.

Mr Moore and Mr Bridgman have 110,000 common shares each, and 50,000 class B shares, which documents indicate give them more voting power. Each class B share comes with 100 votes. Other stakeholders are John Story with 500,000 common shares and BDL International with 80,000 shares.

“On or about November 2017 to January 2018, Oilfield Movers learnt that there was fraudulent misrepresentation and material non-disclosure of facts in respect to the shareholding structure of EAOS and that Mr Moore and Mr Bridgman had each been issued with 50,000 class B shares, which entitled a shareholder to an extraordinary 100 voting rights per share. Mr Moore and Mr Bridgman never brought in any clients and relied on myself and Thuku wa Thuku, who was a Kenya Energy Services employee in charge of sales. On or about January 2018, Mr Bridgman and Mr Moore moved the offices of Kenya Energy Services to an unknown location making it impossible for myself and Mr Mbote to be involved in the running of the company,” Mr Nyaga says in court papers.

DUPED

He claims that his foreign counterparts duped him into believing that all shares in the company were equal, hence all stakeholders had identical voting powers.

He says he only learnt of the class B shares this year, months after he and Mr Mbote were ousted as directors. But Mr Moore says EAOS also had a higher class of shares, 100,000 of which he and Mr Bridgman acquired when they founded the company in April, 2014.

For now, Justice Francis Tuiyot has allowed EAOS access to its NIC Bank accounts, but barred the firm from dissolving any of its assets as the judge presides over the dispute.

The dispute may affect the industry given that the parties are contracted to provide services to Tullow Oil.

Tullow has just recovered from a dispute with residents demanding a bigger share of oil revenues that saw the suspension of trucking to Mombasa.