Chad-Cameroon Pipeline: Yaoundé and Ndjamena at daggers-drawn position ⁰

Nicolas de Blanpré, the former head of the Chadian subsidiary of British Savannah Energy was appointed MD of the Cameroon Oil Transportation Company (COTCo). The information was made public this week by Savannah Energy, which claims to have acquired the assets of American multinational Exxon Mobil in Cotco.

The twist here is that the newly appointed MD was expelled from N’Djamena, Chad, in December 2022 following a conflict between the British oil company and the Chadian government. The dispute was over the takeover of Exxon Mobil’s assets held by Esso Pipeline Investments Limited (EPIL) in the Doba oilfield in the southern region of Chad and the Chad-Cameroon pipeline.

In a statement released Friday, the Chadian Oil Ministry made it clear that “as majority shareholders of Cotco SA, the Republic of Chad and SHT (the Chadian oil and gas corporation) will take necessary measures, in consultation with Cameroonian authorities, to swiftly appoint a new CEO for Cotco”. Following the green light given last month by the Cemac Council of Competition for the acquisition of Petronas Carigali Chad Exploration & Production Inc. by SHT, Chad (both SHT and the government) now holds a 53.77% stake in Cotco. And based on this shareholding, the county now has the power to name the leaders of the company.

On the day Savannah appointed the new CEO for Cotco, a General Assembly of Cotco took place in Paris, resulting in several significant decisions.

Firm opposition

During the General Meeting, which “was held despite the many time-wasting tactics by Esso Pipeline Investments Limited (EPIL) allegedly owned by Savannah Energy (…), to have it postponed”, the Chadian Ministry of Hydrocarbons points out, several decisions were taken. The participants have decided that all the directors of EPIL (Savannah Energy, ed) will be dismissed with immediate effect and that almost all the draft resolutions previously proposed by EPIL, including the resolution proposing the allocation of profits and the distribution of dividends for 2022, will be removed. This means that no dividends will be distributed for 2022.

“As EPIL (Savannah Energy, ed) is no longer a member of the Doba field consortium in Chad, it no longer has the right, under Cotco SA’s articles of association, to hold shares in Cotco SA”, the press release explains. But what the statement did not mention is that although Chadian authorities dispute Savannah Energy’s takeover of EPIL’s assets in their country, the case is still pending before the International Court of Arbitration of the International Chamber of Commerce in Paris. A clear verdict has yet to be given.

Despite this, Chad has asked banks holding Cotco SA accounts in the Cemac zone, as well as the Cemac central bank (Beac) to block fund transfers requested by the dismissed directors, particularly abroad. “The fund transfer restrictions do not concern the payment of the salaries of Cotco SA’s Cameroonian and Chadian employees, as well as the taxes and social contributions owed to the administrations of Cameroon and Chad,” the statement read.

On its side, Savannah Energy is also holding tight. Nicolas de Blanpre issued a press release on June 1, 2023, in which he presented himself as the company’s CEO, despite Chad’s protests. “(…) Mr. Soumahoro Khalif Allah Ahmed is currently acting as interim CEO for Mr. Nicolas de Blanpre, under a special delegation of authority dated May 24, 2023. Within the framework of this interim assignment, Mr. Soumahoro Khalif Allah Ahmed has full powers to represent the Managing Director and to commit the company,” he wrote.

Tense social climate

Nicolas de Blanpre made that statement because the position of the Acting CEO is also opposed. Indeed a group of lawyers challenged Mr. Soumahoro’s appointment in a June 1 statement. They argue that Mr. Soumahoro Khalif Allah Ahmed cannot serve as the CEO, even in an interim capacity, of Cotco because Mr. Nicolas de Aubin de Blanpre was appointed as the director and CEO of Cotco on May 24, 2023, by the Board of Directors. However, this appointment is subject to validation by the General Assembly and the ministry responsible for Employment, considering regulations regarding foreign workers. The lawyers also mention that a legal opposition has been authorized against all the actions and official communications of Mr. Soumahoro Khalif Allah Ahmed Stéphane and the requested nullification of these actions will be examined starting from June 2, 2023, by the court of the company’s registered office.

When contacted for further information, Attorney Michel Voukeng, a member of the group, revealed that the June 2 hearing has been postponed to June 7 to allow for the submission of evidence. He did not disclose the identities of the clients he represents but mentioned that they have opposing interests to Mr. Soumahoro.

According to reliable sources, the challenge to Mr. Soumahoro’s interim position comes after the dismissal of at least four directors of Cotco within a week. Attorney Michel Voukeng questions whether, even as an interim CEO, Mr. Soumahoro has the authority to do more than handle day-to-day affairs and whether he can terminate executives appointed by the Board of Directors.

Regarding the disputed statement from the CEO of Cotco, which supports Mr. Soumahoro as the interim CEO, the lawyer argues that Nicolas de Aubin de Blanpre himself does not have the authority to act as the CEO of Cotco. Firstly, he points out that the resolutions made during the Board of Directors meeting on May 24, 2023, in Paris, need to be authenticated by a notary to have legal effect in Cameroon. Additionally, this appointment still requires ratification from the General Assembly and validation from the Minister of Employment through the signing of the employment contract, per the law. “You cannot transfer something you don’t possess yourself,” says Attorney Voukeng. Furthermore, he notes that Mr. De Blanpre himself has been dismissed by the majority shareholder of Cotco, which is the Chadian oil and gas corporation.

Source: Business in Cameroon