THE INSIDER: How expatriates hijacked a business empire from Nigerian owner

Expatriates who were brought on board, in 2002, to manage the fast-growing West African Ventures (WAV), a Nigerian company providing offshore engineering services, have allegedly conspired to hijack the business from its owner.

Jacques Roomans, a Nigerian citizen of Dutch heritage and founder of WAV, had hired Fraser Moore, Stephen Assiter, Graham Pennycook and other expatriates to oversee WAV and Sea Trucks Group (STG) businesses in Nigeria and West Africa.

The business was largely managed by Moore who served as the chief operating officer/managing director for many years. And in March 2013, the expats, led by Fraser, persuaded Roomans to take a bond for $575 million ostensibly for the growth of his business.

THE CONSPIRACY

According to documents seen by TheCable, the interest on the $575 million bond was 9% per annum and was paid without default from March 2013 to October 2016, with $120 million earlier paid by Roomans to reduce the face value  of the bond to $456 million — and the business continued to run.

In February 2016, however, following a lull in the business, Roomans consolidated STG and WAV. But in a police report seen by TheCable, Roomans alleged that Moore, in connivance with the other expatriates wanted, by all means, to take over the businesses from him.

Following the refusal of Roomans to accede to Moore’s request to be appointed as the chief executive officer, he left the company. He, however, allegedly remained behind the scene, pushing the other expatriates to encourage Roomans to transfer his shares in STG to Anglo Saxon Trust (AST), a trust company.

One of the expatriates, Peter de Ruiter, then organised the transfer of the STG shares to AST, a company incorporated in Jersey.

Immediately the expats succeeded in transferring the shares to AST, they all resigned from the board and the company.

Upon their exit, Roomans, who still wanted to see his business continue, constituted a new management team to run the affairs of STG and WAV.

Graeme Pennycook and Per Schøyen were then appointed to head the new management.

Again, Moore reportedly led other expats who had left to start instigating the bond holders and AST, the appointed trustees to put pressure on Roomans, despite the fact that the company was regularly paying its interest and there were no issues.

Bowing to the pressures, Roomans, with Pennycook and Schøyen, agreed to meet the bond holders in London in July 2016. At the meeting, it was decided that the bond holders would nominate a representative to the board.

Curiously, Peter de Ruiter, who was one of the expats who left in May 2016, emerged as the acting advisor to AST — a glaring conflict of interest having earlier introduced Roomans to the trustees.

In discussions for bond holder nominations, Moore was presented as a nominee and Roomans would not agree with his nomination. He left the discussions for Pennycook to proceed on his behalf.

In another twist, Pennycook, in October 2016, without authorisation from Roomans, allegedly stopped the payment of the interest on the bond, which gave rise to a possible event of default on the bond. Pennycook, reportedly without Rooman’s consent, took this decision and then stated that Roomans had “agreed” to a change in the board, which would include his removal along with his wife.

Eventually on December 1, 2016, AST who were trustees of Roomans and were expected to protect his interest, removed him from the board without authorisation or confirmation from him but rather from Pennycook.

All these were done in the name of the bond introduced by Moore and the other expats in what would appear to be a clear grand conspiracy.

Moore and  Assiter would eventually emerge as chief operating officer and chief financial officer of the hijacked STG. Pennycook and Schøyen, the managing director and deputy director who oversaw the removal of Roomans from his company, were immediately recruited by Moore as “consultants”.

Roomans, in the police report, explained that Moore used this opportunity to take over the funds in the offshore bank accounts with substantial balances taken out of WAV’s operations in Nigeria.

ATTEMPT TO STEAL VESSEL

The conspirators did not stop there. On April 1, 2017, they employed the services of one Ikioda, a retired naval admiral, who tried to forcefully take one of WAV’s vessels, Jascon 55, out of Nigeria. The Nigerian navy, however, promptly intervened and stopped the attempted theft.

Another curious development was that STG was working through one Iyke Ejizu.

In The Guardian newspaper publication of April 4, 2016, however, Ejizu had already been disclaimed by WAV and STG, this when Roomans was in full control of both companies. According to Roomans, this development revealed that Moore and Ejizu had been working closely to steal the company.

Having failed to remove Jascon 55, the pair of Ejizu and Ikioda then embarked on a more violent effort to forcefully take out WAV vessel Jascon 30 on April 12, 2017. This time around, it got so violent that the Nigerian crew of WAV and STG were all locked up and their phones taken from them. Again, for the intervention of the Nigerian navy, the move was frustrated.

THEFT OF DOCUMENTS AND CONFIDENTIAL INFORMATION

Arie Smits, another key player, was employed by WAV in December 2015 as general manger. As part of the contract, he had agreed to obligations of confidentiality and further signed specific confidentiality agreement. But when Roomans suspected that Smits was working closely with Pennycook against the interest of WAV, his appointment was terminated on January 26, 2017.

Smits acknowledged the termination and handed over some things, but he did not hand over documents that listed all he was handling at the time, Roomans alleged. It later emerged that prior to Smits leaving, he had collected details of all on-going WAV contracts. He also, reportedly, wiped the memory of his laptop and encrypted some information.

Immediately Smits was disengaged from WAV, he was employed by the other conspirators and they started to seek information from his former subordinates in WAV, as well as WAV’s customers including the international oil companies (IOCs).

Smits subsequently came into Nigeria, claiming to be representing STG. But STG has never operated in Nigeria, because there is a subsisting non-competition and non-circumvention agreement which stops STG from conducting any sort of business in Nigeria or West Africa. In fact, while Roomans was fully in control of both STG and WAV, all contracts in Nigeria were undertaken by WAV only.

Smits, it was alleged, had come into Nigeria using the information he obtained while he was in the employ of WAV.

LIQUIDATION OF STG AND ESTABLISHMENT OF TELFORD OFFSHORE

In 2002, Roomans incorporated STG as the umbrella for his international companies, and while WAV is responsible for the businesses in Nigeria and West Africa, STG is responsible for the rest of the world.

Upon Rooman’s realisation of the untoward role of AST, his supposed trustees, he took steps to replace the trustees and regain control of his company.

But the new STG board headed by Tom Ehret immediately initiated the process of placing STG in liquidation, to allegedly block the chances of Roomans taking back control of his company.

Already, this group led by Moore, Tom Ehret and Iyke Ejizu, their Nigerian partners, after the orchestrated removal of Roomans, had set up Telford Offshore, and purportedly moved the four most valuable ships in Rooman’s business, namely Jascon 25, Jascon 28, Jascon 31 and Jascon 34 which Moore had renamed Telford 25, Telford 28, Telford 31 and Telford 34.

STG, in a press statement, announced that its vessels, Jascons 25, 28, 31 and 34, had been transferred to a new owner by bondholder appointed receivers. STG also transferred shares in associated operating companies. Interestingly, however, STG, in the statement, noted that the underlying operating/asset owning companies (the “subsidiaries”) are not subject to insolvency proceedings.

“Telford Offshore, a new name in the global oil and gas industry, officially lanches today after acquiring four DP3 multi-purpose vessels from Sea Trucks Group following its liquidation,” the newly formed company said in a statement released, February 14, 2018, the day it launched.

The new company, headquartered in Dubai, said it would focus on areas where the vessels and company project have demonstrated capabilities, and these include west Africa.

Moore is listed as the chief executive officer of this new company, and Ehret, chairman of the board.

An insider who is in the know told TheCable that this move shows the desperation of Moore whom, with his group, already had plans to hijack the assets which include vessels as well as the company of Roomans.

“Moore and his group had perfected their act using the bond issue which they instigated, and the phony advice to Roomans to move his shareholding to a trust which they surreptitiously took over and then orchestrated liquidation of STG, using their network in British Virgin Islands as legal cover for their unethical move,” the insider said.

In May, 2017, the Eastern Caribbean Supreme Court in British Virgin Islands had placed STG under provisional liquidation, and Chad Griffin and Ian Morton were appointed as joint provisional liquidators of the company.

In October, 2017, WAV, in a statement, condemned the fraudulent moves by the STG headed by Ehret. WAV described this as dishonest moves by former expatriate employees in STG to illegally take over some assets of WAV and steal the business from its Nigerian owner.

“Former expartriate employees of STG and WAV formed a cabal within the system to edge out the original owner through a complex business arrangement with other third parties,” the statement read, adding that “this was surreptitiously pepetrated while the cabal members were still in the employment of STG and WAV.”

WAV and STG while under a common ownership and control had shared common bank accounts, and at the time, WAV alleged that the cabals had taken over the monies in the STG’s foreign accounts, preventing WAV from paying Nigerian contractors and employees from monies earned from Nigerian operations.

MAINTAIN STATUS-QUO, COURT ORDERS

In a suit filed by WAV against the liquidators on June 20, 2017, WAV had applied for an order of interim injunction restraining the liquidators from taking any steps or undertaking any business.

The case, with suit number FHC/L/CS/968/2017, was presided over by Chuka Austine Obiozor, a justice of the federal high court in Lagos. And after the consideration of the application, the court ordered that the parties maintain status-quo pending further order.

Similarly, in another case, with suit number FHC/L/CS/1114/2017, filed on July 17, 2017, Obizor, again, ordered the parties to maintain status-quo pending further order on the matter.

WAV believes that maintaining status-quo means the company would continue to operate the OOIM vessels fleet in Nigeria without any interference. STG and its affiliates and all third parties can only bid for, offer or engage in the provision of the DP3 vessels in Nigeria and West Africa through WAV or with WAV’s express and written consent.

Also, construction and accommodation vessels, Jascons 25, 28, 31 and 34, following the court orders, are to be controlled by WAV, but these vessels, Moore had already taken and renamed for Telford Offshore, this in clear violation of the court orders.

Roomans, who came to Nigeria in 1968, started with Roomans Insurance Brokers, an insurance business and subsequently floated his marine charter business in 1977, when he incorporated STG. He grew his company, incorporating other companies in the business of offshore engineering, procurement, fabrication, installation and vessel charter services. In 1995, he established WAV as the umbrella for all his Nigerian businesses.

EDITOR’S NOTE: All efforts to reach Moore and Telford management in the last one week were abortive as calls placed to the company’s headquarters in Dubai were not answered, and an email sent by TheCable did not get a response.