By Justicia Shipena

A South African law firm Cliffe Dekker Hofmeyr Inc.which was tasked to investigate the National Petroleum Corporation of Namibia’s (Namcor) N$100 million Angola oil payment, found that the payment had to be authorised by the board.

In a December 2022 report, in possession of The Villager, the law firm said it found that the payment by the suspended Managing Director Immanuel Mulunga needed to be authorised by the board before it was made.

According to the law firm, the situation created in Mulunga’s mind to make the payment of the US$6.7 million was one of “damned if you do, damned if you don’t”.

Recently, the Anti-corruption Commission (ACC) summoned the now suspended Mulunga to answer some questions related to the payment made to a joint venture that involved a fast-living German businessman, Lars Windhorst. This transaction also involves two businessmen from Nigeria and The Netherlands.

An internal investigation by the State entity has also been launched.

“The payment of the US$6.7 million from Namcor to Sungara was not authorised. Mulunga’s instruction to [Jennifer] Hamukwaya Hamukwaya [Executive: Finance & Administration] to transfer the US$6.7 million to Sungara was not authorised and he should not have made the transfer to Sungara,” the law firm said.

The transaction under investigation relates to oil-producing blocks in Angola, involving Namcor and Angola’s state-owned oil company, Sonangol.

The Namcor chair is said to have clashed with the company managing director Immanuel Mulunga.

Local media reported disagreements around a deal Namcor is pursuing in Angola, in addition to the acquisition of petroleum products domestically.

It was reported that Mulunga and Namcor’s acting Rxecutive for Supply and Logistics Cedric Willemse were facing imminent suspension.

Willemse has worked off and on as a Namcor consultant. In April 2022, Namcor was announced as part of a consortium buying into Angola’s Block 15/06 with 10% interest, 40% in block 23 and 35% interest for block 27.

According to the report by the firm, it seems that the decision that Namcor would make an additional payment to Sungara to cover Petrolog’s and Sequa’s shortfall in their payment of the deposit was made as early as 8 August 2022 by the representatives of the various Sungara shareholders.

However, the Namcor said Mulunga did not provide any explanation for why he waited until 17 August 2022 to approach the board to pass a resolution authorising the payment of the additional sum to Sungara.

The Sungara Energies consortium agreed to the N$400 million deal with Sonangol, which would see it gain equity production of around 10,000 barrels per day.

Media also reported that Namcor had agreed to pay U$10 million (N$107 million) as its share of the deposit but that there had been a shortfall. Mulunga called for board support in making the deal but they rejected it.

The Namcor MD went ahead with the deal despite this, the newspaper reported. Mulunga said the company’s partners had failed to meet their share of the deposit and that this jeopardised the deal.

“The urgency in obtaining the resolution appears to have been self-created by Mulunga,” revealed Cliffe Dekker Hofmeyr Inc.

It added that explanation he [Mulunga] gave for the undue haste with which the N$100 million from Namcor to Sungara was made is that Sonangol would terminate the SPA if the deposit was not made by 19 August 2022.

“On Mulunga’s version the deposit should have been paid on 8 August 2022. By 19 August 2022 the deposit would have been 11 days late,” it said.

In addition, it said it has no evidence that Sonangol had any intention to terminate the SPA other than the hearsay from Petrolog.

Cliffe Dekker Hofmeyr Inc is of the view that Sonangol would have given Sungara written notice of its failure to make payment of the deposit and five days to remedy the failure to make payment.

It said such a notice did not exist.

The law firm added that Mulunga’s actions appear to accept that he needed the board’s approval before authorising the payment.

It further added that the suspended Namcor boss would not have approached the board for a resolution and prepared the board resolutions had they not been necessary.

Furthermore, it is apparent from the audio recording of the Exco meeting dated 15 August 2022 that the board approval was required.

“At no stage in this meeting did Mulunga mention that he was only approaching the board for authority as a courtesy.”

At that time, the report states that his take on the situation at the Exco meeting was that if the payment was made without the board approval he would be dismissed for making the payment without the board’s consent.

“It appears that Mulunga misread the situation and was convinced that he would persuade the board to adopt the resolution to authorise the payment to Sungara,” said the report.

It said that Mulunga was not authorised to make payment from Namcor to Sungara without the board approval.

Meanwhile, a written resolution by the board directors signed by its Chairperson Jennifer Comalie and others in November 2021 stated the Namcor mandate management to conclude negotiations of the SPA in line with the offer letters whose content have been presented to the board of directors.

The resolution also stated that Mulunga, in his capacity as Managing Director, was nominated as the company director to Sungara Energies Limited board.