WAV / STG IN THE BEGINNING
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 conspired to hijack the business from its owner, investigation uncovered.
Jacques Roomans, founder of WAV had hired Fraser Moore, Stephen Assiter, Graham Pennycook and other expatriates to oversee WAV/STG businesses in Nigeria and West Africa.
The business was largely managed by Fraser who served as the chief operating officer/managing director for many years. And in March 2013, the expats led by Fraser, instigated Jacques to take a bond for $575million ostensibly for the growth of his business.
The interest on the $575million bond was 9% per annum and was paid without default from March, 2013 to October, 2016, with $120 million earlier paid by Jacques 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, Jacques thought of consolidating the STG and WAV businesses. But unknown to Jacques, Fraser in concert with the other expatriates wanted, by all means, to take over the company from Jacques.
Following the refusal of Jacques to accede to Fraser’s request to appoint him as the chief executive officer, he left the company. He, however, was behind the scene, pushing the other expatriates to encourage Jacques to transfer his shares in STG to Anglo Saxon Trust (AST), a trust company.
One of the expatriates, Peter de Ruiter, then organized the transfer of the STG shares to AST, a company that is incorporated in Jersey.
Immediately the expats succeeded in transferring the shares to AST, they all resigned from the board and the company.
Upon the exit of these expats, Jacques, 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 appointed to head the new management.
Again, Fraser led other expats who had left, to start instigating the bond holders and the appointed trustees (AST) to put pressure on Jacques, despite the fact that the company was, regularly, paying its interest and there were no issues.
Bowing to the pressures, Jacques, with Graeme Pennycook and Per SchoyenSchøyen, 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. It was a shock, when 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 Jacques to the trustees.
In discussions for bond holder nominations, Fraser was presented as a nominee and Jacques declined. He then travelled and left the discussions for Graeme Pennycook to proceed on his behalf.
In October 2016, Pennycook without authorization from Jacques, stopped the payment of the interest on the bond, which gave rise to a possible event of default on the bond. Pennycook, without any authorization from Jacques took this decision and then stated that Jacques had “agreed” to a change in the Board, which will include the removal of himself and his wife.
Eventually on December 1, 2016, AST who were trustees of Jacques and supposed to protect his interest, removed him from the board without authorization or confirmation from him but rather from Pennycook.
All these were done in the name of the bond introduced by Fraser and the other expats, a clear grand conspiracy.
Fraser Moore and Stephen Assiter would eventually emerge as C.O.O and C.F.O of the hijacked STG. Similarly, Graeme Pennycook and Per Schøyen the MD and deputy MD who oversaw the fraudulent removal of Jacques from his company, were immediately recruited as “consultants.”
Fraser used this opportunity to take over the funds in the offshore bank accounts with substantial balances collected 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 admiral who tried to forcefully take one of WAV’s vessels, Jascon 55 out of Nigeria. The Nigerian Navy, however, had promptly intervened and the attempted theft was.
Another scandalous development was that STG was working through one Iyke Ejizu.
In a Guradian newspaper publication of April 4, 2016, Iyke had already been disclaimed by WAV and STG, this was when Jacques was in full control of both companies. This development revealed that Fraser and Iyke may be working closely to steal the company.
Having failed to remove Jascon 55, the pair of Iyke 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/STG were all locked up and their phones taken from them. Again, for the intervention of the Nigerian Navy, the stealing of Jascon 30 was frustrated.
THEFT OF DOCUMENTS AND CONFIDENTIAL INFORMATION
Arie Smits, another key conspirator, was employed by WAV in December 2015 as general manger. As part of the contract, he agreed to obligations of confidentiality and further signed specific confidentiality agreement. But when Jacques discovered that Smits was working closely with Pennycook against the interest of WAV, his appointementappointment was terminated on January 26, 2017.
Smits acknowledged theterminationthe termination and handed over some things, but he did not hand over documents that listed all he was handling at the time. It later emerged that prior to Smits leaving, he 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 Jacques was fully in control of both STG and WAV, all contracts in Nigeria were undertaken by WAV only.
Arie Smits, it was gathered, 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
Upon Jacques’ realization of the untoward role of his supposed trustees, AST, he took steps to replace the trustees and regain control of his company. The new STG board headed by Tom Ehret immediately initiated the process of placing STG in liquidation, to extinguish any chances of Jacques taking back control of his company.
Already this group led by Fraser, Tom Ehret and Iyke Ejizu, their Nigerian front, after the orchestrated removal of Jacques, have set up Telford Offshore, and have purportedly moved the four most valuable ships in Jacques business, namely Jascon 25, Jascon 28, Jascon 31 and Jascon 34 which Fraser has brazenly renamed Telford 25, 28, 31 and 34.
This sinister move shows the desperation of Fraser Moore whom, with his group, already had plans to hijack the assets which include vessels as well as the company of Jacques. Fraser and highis group had perfected their act using the bond issue which they instigated, and the phony advise to Jacques to move is shareholding to a Trust which they surreptitiously took over and the orchestrated liquidation of STG, using their network in British Virgin Islands as legal cover for their unethical move.
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, Obiozor, 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 expresss 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, Fraser had already taken and renamed for Telford Offshore, this in clear violation of the court orders.
Jacques, 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 Sea Trucks Nigeria Limited. 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.
In 2002, Jacques incorporated Sea Trucks Group Limited (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.