This post contains everything the media won't tell you about the Nigeria-P&ID gas deal.
It's a pretty long read but is constructed with detailed pictures for easy assimilation.
The introduction
Sometime in 2006, two Irish businessmen, Michael Quinn and Brendan Cahill, founded Process and Industrial Developments Limited (P&ID). The company is a sole purpose company set up to utilize Nigeria’s huge natural gas reserves.
On January 11, 2010, P&ID signed a Gas Supply and Processing Agreement (GSPA) with the Nigerian Ministry of Petroleum Resources.
The Ministry of Petroleum Resources was acting on behalf of the Umaru Musa Yar’Adua-led Nigerian Federal Government.
As per the agreement, P&ID will process natural gas from oil mining leases (OML) 67 and 123 to generate electricity for Nigeria while making some considerable profits for itself.
The license for OML 123 is held by Addax petroleum.
Addax petroleum is a subsidiary of Mirror Lake Oil and Gas Company Limited, which itself is a subsidiary of the Sinopec International Petroleum Exploration & Development Corporation (SIPC).
SIPC is a subsidiary of China Petroleum & Chemical Corporation (aka Sinopec Group). Exxon Mobil holds the license for OML 67.
What exactly is P&ID?
It's aready mentioned that P&ID was founded by Brendan Cahill and Michael Quinn in 2006. (Cahill is alive but Quinn is late. It seems he passed away on January 25, 2018). P&ID claims it is a United Kingdom company even though it is registered in The British Virgin Islands (BVI). The British Virgin Islands is a British Overseas Territory (BOT).
BOTs are not part of the UK. They have their own independent governments but depend on the UK for defense and foreign affairs.
Why the British Virgin Islands?
The British Virgin Islands is an infamous tax haven.
Tax havens are countries or territories where multinationals register their businesses or subsidiaries to avoid paying taxes in their home countries. Most businesses registered in tax havens only exist on paper. These businesses are called shell companies which often have billions of dollars in the bank accounts registered in the name of the company even though they do not have physical offices or employees. The British Virgin Islands does not slam these companies with any taxes and only requires them to pay an annual license fee.
Who sets up a shell company?
Practically anyone; from the clean to the dirty.
Corrupt politicians set up shell companies to hide stolen wealth. Criminal organizations set up shell companies to launder and hide their proceeds from crime. Rich people set up shell companies to hide their money from their significant other in case of a bitter divorce. Rich people and multinationals companies set up shell companies to:
• Avoid paying taxes in their home country.
• Hide patents.
• Mask their country of origin.
• Allow them operate in countries where they might not be allowed to.
• Protect them from lawsuits in their country or the country where they operate.
There are several other reasons but these are the most common.
Is P&ID a shell company?
Yes, P&ID is a shell company. This is evidently clear because P&ID is registered in British Virgin Islands and does have a physical headquarters or even a website. Its only website is pandidfacts.com, which is more of a blog than a website.
Everything on the website is all about the failed Nigerian natural gas project. And what sort of multinational adds “facts” at the end of their top level domain? P&ID has no social media presence either. It is not on Facebook and only joined Twitter in April 2019. So far, it has 83 tweets and 17 followers. The tweets are all about the failed Nigerian gas deal while the followers are Nigerian and Irish journalists and newspapers. We think P&ID set up office in the British Virgin Islands to hide its taxes from the British government.
The deal
Details of the January 11, 2010, Gas Supply and Processing Agreement indicates that P&ID will use its money to build a natural gas processing plant in Adiabo, Cross River state, Nigeria. The Nigerian government will in turn build some required infrastructure including pipelines to transport natural gas to and from P&ID’s processing plant. The Nigerian government will also negotiate with the OML license holders, NNPC, its subsidiaries and other government agencies to ensure the smooth flow of the project. (It is important to note that Umaru Musa Yar’Adua was president at this point).
When was it signed and who signed the deal with P&ID?
While the details of the deal remains sketchy, it probably wasn’t Yar’Adua or Jonathan — who were president and vice-president at the time the deal was signed on January 11, 2010 because Yar’Adua was flown to Saudi Arabia on November 23, 2009, over a terrible case of pericarditis. (Pericarditis is the inflammation of the fibrous sac surrounding the heart.)
There are indications that he was unconscious or gravely ill to perform any presidential duties at that point, so was unable to officially hand over to Jonathan.
Yar’Adua was still receiving treatment in Saudi Arabia at the time the P&ID deal was signed on January 11, 2010.
Most people believe he was unconscious at the time and there were rumors that he was dead. However, Yar’Adua granted BBC Hausa a very brief radio interview on January 12, the day after the deal was signed. The interview had nothing to do with the deal. Yar’Adua just wanted to prove to Nigerians that he was alive.
We also need to understand that:
1. The BBC crew never saw Yar’Adua in person. They spoke over the telephone.
2. The interview was only aired on radio.
3. The BBC added that some Nigerian listeners doubted that Yar’Adua was really the one talking.
That said, there is no evidence that Yar’Adua signed the deal while on his sick bed in Saudi Arabia. It is also believed that Jonathan did not sign the deal because he was still a vice-president and not acting president as at January 11, 2010.
Jonathan was not the acting president because Yar’Adua never officially handed over to him, so he lacked full presidential powers to oversee that sort of deal. Of note is that the National Assembly refused to declare Jonathan acting president even when it became obvious that Yar’Adua was gravely ill. This was for petty political reasons.
The late Madam Dora Akunyili even got caught in the crossfire when she suggested that the Nigerian House of Assembly declared Jonathan acting president.
Jonathan only became acting president when the Nigerian senate intervened on February 10, 2010 — a full month after the deal was signed. The Senate only intervened over concerns that the military might exploit the loophole to take over the government.
What about the Minister of Petroleum Resources?
Rilwan Lukman was the minister of petroleum resources at the time. Unfortunately, he died with his side of the story on July 21, 2014.
Who could have signed the deal?
A powerful cabal in Aso Rock could have signed the deal or tricked the unconscious Yar’Adua into signing it. Madam Dora Akunyili famously complained about the cabal holding Nigeria to ransom.
Obviously, all the cabal needed to say was "The president said..." Everything else becomes irrelevant at that point.
Records from the day also indicate that the cabal sidelined and isolated Jonathan throughout the period Yar’Adua was on his sickbed.
Members of the cabal even flew important documents that required the president’s attention to Yar’Adua in Saudi Arabia instead of sending them over to Jonathan. This is even though Yar’Adua was gravely ill and probably in coma.
Yar’Adua returned to Nigeria in the night of February 24, 2010 and remained in coma until his death on May 5.
Who were the cabal?
The cabal consisted of people closest to President Yar’Adua.
The leader was believed to be his wife, Turai Yar’Adua — rumored to be a power-hungry woman desperate to keep Yar’Adua in power at all costs. It was believed in some quarters that she infamously shielded the sick and dying Yar’Adua from everyone including his own mother and sister.
Working closely with Turai was Yusuf Tilde, President Yar’Adua’s Chief of Staff, who was the second-in-command of the cabal. With Tilde was Colonel Mustapha Onovieda, Yar’Adua’s Aide De Camp (ADC). These two men prevented top government officials outside the cabal from seeing Yar’Adua, everyone including vice-president Goodluck Jonathan. There was many other people but these three are the most important.
The Buhari government should get them arrested, so they can tell us what they know.
Back to the P&ID deal, what was in for Nigeria?
As per the agreement, the natural gas leaving OMLs 67 and 123 will be given to P&ID for free. P&ID will process that gas to power massive turbines plants that will generate around 2,000 megawatts of electricity for Nigerians. Nigeria will generate active income from selling the electricity to its citizens and passive income from the infrastructure and industries the electricity will power. It is also noteworthy to know that the Nigerian government will receive the dry gas free of charge as part of the deal.
What was in for P&ID?
P&ID is no charity and is definitely not building the gas processing plant for free, even though Cahill likes to make us think he was doing us a favor. Before we delve into this part, we will need to understand why the natural gas from Exxon Mobil and Addax needed to be processed. Natural gas exists as either dry gas or wet gas. Dry gas is also called non-associated gas while wet gas is called associated gas.
Dry gas is primarily methane, which is used to power turbines to generate electricity. Wet gas is 85% methane (dry gas) with 15% additive gases like butane, propane and ethane.
Butane and propane are our regular cooking gas while ethane is used in making plastics, anti-freeze and detergents. These additives need to be extracted to turn wet gas into dry gas.
The gas from Exxon Mobil, Addax and most oil fields in Nigeria plant is of the wet variety. Like most other OML holders in Nigeria, Exxon Mobil and Addax flare this gas because they do not want to invest into processing it. (Flaring means they just added fire and burned it off into the atmosphere.)
Goodluck Ebele Jonathan was president as at March 20, 2013, when the Washington DC court ordered Nigeria to pay $6.6 billion to P&ID. Jonathan neither paid nor appealed the judgment but reached a deal with P&ID on May 3, 2015. This was over a month after he lost the March 28–29, 2015, presidential elections to Buhari, and 26 days before he was to handover. It was reported that Jonathan agreed to a $850 million out of court settlement with P&ID. However, he informed P&ID that Buhari would make payment since his tenure was almost over. Such act would have definitely raised eyebrows. It was darn close to the end of his tenure.
Buhari did not pay, did not appeal the judgment neither did he negotiate a new settlement with P&ID
What happened next?
A British court upheld the US judgment on January 31, 2017.
While delivering the judgment, Justice Butcher ordered Nigeria to pay the initial $6.6 billion with an annual interest of 7% because it did not appeal the earlier judgment.
That is around $1.2 million per day until Nigeria pays the debt.
Why are Nigerians just hearing about the failed deal?
P&ID saw money and electricity where the Nigerian government and OML holders saw waste. P&ID’s gas agreement with Nigeria states that the dry gas will be given to the Nigerian government for free while the additive gases will be sold by P&ID. P&ID hoped to make between $6–9 billion in profits from the sales of the additive gases while Nigeria receives Nothing! The agreement clarifies that Nigeria will only receive the processed dry gas for its turbines. P&ID gets all the money. P&ID was clear about its intention of making some decent profit from start. It was also getting involved in developing some crucial infrastructure for Nigeria. That’s business. P&ID will not own the gas processing plant foreverd. T deal is actually a build–operate–transfer (BOT) even though P&ID likes to make us think it was doing us a favor. The BOT deal was to last for 20 years before P&ID transfers the processing plant to the Nigerian government.
The Nigerian government will start selling the extracted ethane, butane and propane while still generating electricity with the processed dry gas. The deal sounds good
2,000 megawatts is around half of what Nigeria currently generates, so it’s quite a lot.
Nigerians would have been enjoying improved electricity if the government had kept to its own end of the deal. Unfortunately, Nigeria is bedeviled with bad leaders who only care about their pockets.
The deal between Nigeria and P&ID went sour sometime between 2010 and 2012. While details remain sketchy, either side is pointing fingers at the other like two 8-year-olds caught fighting on the playground. P&ID accused Nigeria of not building the pipelines while Nigeria accused P&ID of not building the processing plant.
Why did P&ID not build the plant?
P&ID said it did not build the processing plant because
1. The Nigerian government refused to provide crucial technical details that would allow them proceed with the project.
2. The Nigerian government was becoming sneaky and trying to strike an agreement with another company to process the gas.
P&ID says it was still negotiating with the Cross River state government for land to build the processing plant at the time the deal fell out.
Why did Nigeria not lay the pipeline and install the turbines?
The Nigerian government said P&ID did not build the processing plant. Cahill made the government think he was doing Nigeria a favor
Quinn and Cahill of P&ID went into assault mode the moment they realized the juicy deal with Nigeria will never happen.
They set up a website and started publishing articles indicating what Nigeria will lose while mostly keeping mum on what they would have gained. These days, Cahill still makes it sound like the primary aim of the project was to generate electricity for Nigeria. Like the deal was some sort of aid. No Cahill, the deal was not an aid. Its primary purpose was to make money for you and your partner while generating power for Nigeria at the same time. And that is no problem because that is what business is all about.
What did P&ID do when the deal fell through?
P&ID tried reaching an exit deal with Nigeria. (It is important to note that Goodluck Ebele Jonathan was president at this point.) Cahill requested for an undisclosed amount of money because he and Quinn already invested over $40 million in the project. The $40 million was supposedly expended on licenses, drawings, feasibility studies, engineering services and some other overhead costs. Nigeria refused a settlement and P&ID went to a US court in 2012.
What happened in court?
Nigeria did not provide lawyers to represent it in court.
On March 20, 2013, the Washington DC-based court ordered Nigeria to pay P&ID $6.6 billion. This amount is an estimate of the profits P&ID would have made from the . Nigeria still refused to pay P&ID after the 2017 judgment.
The judgment only made the news recently because a British court passed a second judgment in mid-August 2019. This new judgment allows P&ID seize Nigeria’s assets and foreign reserves to settle the bill. The interest declared on P&ID’s award money had increased by $2.3 billion to reach over $9.6 billion (₦3.5 trillion).
To get a better idea, Nigeria’s budget for 2019 is ₦8.9 trillion naira ($29 billion). That’s like one-fourth of our 2019 budget or one-fifth (20%) of Nigeria’s foreign reserves of $45 billion.
Why is the Nigerian government jittery?
Here is the truth:
P&ID is unlikely to recover the $9 billion bill, even if it seized all of Nigeria’s foreign reserves in the UK. That’s even if Nigeria has anything there. The Nigerian government got jittery after P&ID approached a US court to allow it seize Nigeria’s assets in the US. Nigeria’s assets in the US should be enough to pay the judgment considering Nigeria holds most of its foreign reserves in the US dollar. The Nigerian government does not want P&ID to take its foreign reserves. P&ID is still on it.
Did Buhari mess up with the initial $850 settlement?
Buhari did mess up but we cannot really blame him since he inherited the problem from his predecessors. That is not P&ID’s problem though since government is continuous.
In 2015, Buhari only appointed Abubakar Malami as Attorney General and Minister of Justice on November 11. On July 17, 2015, two months after Buhari became president, an arbitration tribunal in the UK upheld the $6.6 billion March 2013 judgment against Nigeria. Nigeria was minister-less at the time.
What did Malami do?
In 2015, Buhari and Malami still refused to negotiate with P&ID even though it was becoming clear that the judgment will soon become a problem. Malami started getting involved in the case around late 2016 and early 2017 when the British court upheld the 2013 Washington DC judgment and ordered Nigeria to pay P&ID over $9 billion. The Buhari-led Nigerian government neither opened negotiations nor paid. It is worthy to know that Nigeria was in recession at this time.
The cat and mouse game continued until mid-August 2019, when the UK court allowed P&ID seize Nigeria’s assets to recover its money.
The Nigerian government went into overdrive after the mid-August 2019 judgment. Zainab Ahmed, the Minister of Finance, Budget and National Planning, called the judgment an attack on every Nigerian. Godwin Emefiele, the governor of the Central Bank of Nigeria, has called P&ID a fraud.
The 2010 contract with P&ID was void because the Federal Ministry of Petroleum Resources does not manufacture gas or possess oil or gas reserves. P&ID: The gas was to be procured from Exxon Mobil and Addax petroleum’s OML 67 and 123, and not from the ministry.
Should P&ID be able to sue Nigeria?
This part is very complicated. Only experienced lawyers specialized in international, business and corporate law can give answers.
P&ID or any other person or company in Nigeria or elsewhere cannot sue the Nigerian government in Nigeria because of sovereign immunity. Sovereign immunity is a legal doctrine that protects a country from legal cases — even when the country is wrong. A country can only get sued when it waives its sovereign immunity. So P&ID cannot sue the Nigerian government or the Ministry of Petroleum Resources, which is considered a part of the executive arm of the Nigerian government.
Can P&ID sue the Nigerian government in a US or UK court?
P&ID cannot sue Nigeria in a US or UK courts because of what we call state immunity. State immunity is the international version of sovereign immunity. It protects a country, business or government agency from suing another country in its own country. However, state immunity could sometimes be waived at the discretion of the country where the lawsuit is happening. That is, US and UK in this case.
Most countries do not waive state immunity over the possibility of a political and diplomatic fallout.
Do US and UK courts have jurisdiction over the case? The answer is a capital NO.
P&ID should be unable to sue Nigeria in the UK or US because the both courts lack jurisdiction over the deal.
(Jurisdiction is “the official power to make legal decisions and judgments.”) The deal happened in Nigeria and involved the Nigerian government and a business registered in the British Virgin Islands. Only a Nigerian court and maybe, a British Virgin Islands court, should have jurisdiction over such case.
The Buhari-led federal government raised this argument but the London court went on to deliver judgment anyway.
But the British Virgin Islands depends on the UK for its foreign affairs. True! But this lawsuit does not seem to be one that falls under British foreign affairs. Even if it did, it is of no concern to the US. Yet a US court passed the initial $6.6 billion judgment.
How then did P&ID win the judgment?
The UK court proceeded with the lawsuit because P&ID sued under the 1958 Convention on the Recognition and Enforcement of Arbitral Awards (aka the New York Convention). The New York Convention is an international treaty that allows businesses sue other countries in their own country. 159 countries including the UK, US and Nigeria are signatories to this treaty. Signatory nations are in light blue.
But this too should have been impossible since P&ID is registered in British Virgin Islands and not in the US or UK.
Other things you need to know…
A US hedge-fund manager called VR Capital Group has acquired a 25% stake in P&ID since judgment was delivered.
(Hedge funds are businesses that invest in very risky businesses.)
Why did VR Capital Group invest in P&ID?
VR Capital Group wants P&ID to continue suing the Nigerian government. Why? Because that is the only way it (VR Capital Group) can make a profit. Hedge funds are a game of numbers. The investors know they will either profit massively or lose miserably. There is no middle ground. They make their profits when the courts allows them retrieve and sell Nigeria’s assets. They lose if the courts don’t. For now, they are funding P&ID so it can continue suing the Nigerian government.
There are indications that VR Capital Group and P&ID have even contracted US-based lobbyists to allow it seize Nigerian assets in the US.
Who are lobbyists?
Lobbyists are people or businesses who “make donations” to US senators and legislators money so they can raise a motion, pass or frustrate a law in the Congress. (Congress is US’s version of our National Assembly.)
What do you mean by “donations”?
Lobbyists cannot pay the senators and legislators directly.
So they take them out for dinner, buy them gifts, fund their reelection campaigns, organize fundraisers, donate to their communities, find their staff and families good paying jobs … you get the deal. What? Isn’t that bribery? You don’t call it bribery when it is supported by the government. Lobbying is legal in the US.
Can we call it legal bribery?
Yes. Lobbying is legal bribery and corruption.
What are the consequences for Nigeria?
This P&ID court case has legal consequences not just for Nigeria but for almost every other poor and middle income country out there. Other multinationals will start suing other countries including Nigeria over the most frivolous reasons if P&ID is ever able to seize Nigeria’s assets.This will further impoverish poorer countries and put them under the armpits of these richer nations. It is unfortunate but that’s how the international politics work.
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