The Minister of Mines & Steel Development, Kayode Fayemi, on Sunday announced the signing of a “renewed Share Purchase Agreement, SPA” with UC RUSAL for the takeover of the Aluminium Smelter Company of Nigeria, ALSCON, Ikot Abasi in Akwa Ibom State.
In a statement sent to PREMIUM TIMES, Mr. Fayemi’s spokesperson, Olayinka Oyebode, did not give details of the terms of the new deal with UC RUSAL.
He however said the Federal Government would retain 20 per cent equity in ALSCON.
But, the Minister’s announcement appears to indicate his continued defiance of the July 6, 2012 Supreme Court “order of specific performance” to the Bureau for Public Enterprise, BPE on how to resolve the intractable ownership tussle for the smelter.
The Supreme Court had ordered the BPE to provide a mutually agreed SPA for execution along with BFIG Group, the Nigerian-American Consortium declared winner of the bid for ALSCON in 2004 by National Council on Privatisation, NCP.
The Court also issued an order of perpetual injunction restraining BPE from inviting any further bidding for the sale and acquisition of ALSCON in violation of its contract with BFIG.
Mr. Oyebode said the new agreement signed by the Director General of BPE, Alex Okoh, along with Chief Executive Officer/member, Board of Directors of UC RUSAL, Vladislav Soloviev, was witnessed by Mr. Fayemi in his office.
He said other witnesses included the Minister of State, Abubakar Bwari; Russian Ambassador to Nigeria, Nickolai Udovichenko; Managing Director of ALSCON, Dmitry Zavyaiov, and Head of Legal, UC RUSAL, Piter Maxsimov.
Mr. Oyebode said the agreement was signed following the approval by the NCP of an out of court settlement of the lingering dispute over the ownership of ALSCON during its meeting of August, 2017 under the chairmanship of the Vice President, Yemi Osinbajo.
“President Mohammadu Buhari is keen on seeing that this agreement is reached as soon as possible so that the company can get back on its feet and Nigeria and Russia can strengthen the historical partnership between the two countries,” Mr. Oyebode quoted Mr. Fayemi at the event.
BFIG kicks
However, in a reaction to the deal, BFIG Chief Executive, Reuben Jaja, expressed shock at the development, accusing Mr. Fayemi of acting in bad faith, particularly as hearing in the appeal filed by government against the Supreme Court’s ruling on the SPA is scheduled for Tuesday.
“Our lawyers are going to challenge it. This is the highest level of impunity. How can a Minister supervise the signing or renewal of SPA voided by the Supreme Court? This blatant disregard of the rule of law by the Minister and his foreign collaborators must be stopped,” Mr. Jaja said.
“UC RUSAL is fully aware that on October 17, 2017, BFIGroup executed a mutually agreed Share Purchase Agreement provided by BPE, and upheld by the Federal High Court in order to fully enforce, fulfil and give effect to the meaning and intendment of the judgment of the Supreme Court. Till date, BPE is yet to execute the SPA as directed by Court.
“Consequently, this desperate and fraudulent conspiracy by the Minister to undermine, frustrate, and ridicule the judgement of the Supreme Court is mind-boggling.
“We believe the Minister misled the NCP and the President right from his first visit to ALSCON and the contemptuous comments he made, which showed his ignorance on the ALSCON matter.”
In April 2017, Mr. Fayemi on a visit to ALSCON was received by UC RUSAL’s managing director, Dimitriy Zaviyalov.
During the visit, the Minister assured the Russians of the government’s commitment to “free the complex of any encumbrances”, regardless of the pending Supreme Court rulings.
He said later that there was no ulterior motive behind the visit, other than ”to ensure the larger interest of Nigeria was served.”
But, Mr. Jaja also accused Mr. Fayemi of being behind the deal in August 2017 that one Saadina Dantata, who claimed to be the Chairman/CEO of Danba & Associates Limited and UC RUSAL agents sought to offer $35 million for BFIG to accept to relinquish its rights to ALSCON based the Supreme Court ruling of July 6, 2012.
Mr. Jaja, who said Mr. Fayemi and the BPE DG, Mr. Okoh were present, recalled that BFIG was offered the money, consisting $20 million initial payment, plus another $10 million spread over 20 years after agreeing to sign off all settlement agreements to terminate all outstanding legal cases in court relating to the deal to acquire ALSCON.
“The Minister had no intention whatsoever of respecting the Supreme Court Judgement, rather his interest was to arrange for UC RUSAL/Nigerian Group offer to buy BFIG’s Judgement for $35 million,” he said.
Neither the Mr. Fayemi nor Mr. Okoh has denied their involvement in the deal. Rather, the minister said the meeting was still part of efforts to arrive at an amicable settlement of the crisis.
Moving in cycles
The Supreme Court had issued “an order of specific performance” on July 6, 2012 directing the BPE to reinstate BFIG as winner of the bid for the sale of ALSCON in 2004.
Besides, the court further ordered BPE to provide the “mutually agreed SPA negotiated in 2004 for execution, to enable BFIG pay the agreed 10 per cent of the accepted price of $410 million within 15 working days from the date of the execution of the SPA.
In January 2013, seven months after the Supreme Court ruling, BPE sent an offer letter to BFIG for it to “Purchase 77.5 per cent shares of the ALUMINIUM ‘SHELTER’ COMPANY OF NIGERIA, ALSCON, instead of ALUMINIUM ‘SMELTER’ COMPANY OF NIGERIA, ALSCON.
The letter was accompanied by a 16-page SPA, instead of the 58-page SPA sent earlier on October 8, 2012 for BFIG’s review and approval.
The execution of the SPA was stalemated, as BFIG rejected it on the ground that it was not interested in acquiring the shares of the ‘ALUMINIUM SHELTER COMPANY OF NIGERIA’.
On November 8, 2017, a judge, Jude Okeke of the High Court of the Federal Capital Territory, Maitama ruled that enforcing the Supreme Court order of July 6, 2012 remained the most viable option to resolve the lingering ownership crisis over ALSCON.
