The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has officially approved the Sales and Purchase Agreement (SPA) for TotalEnergies Exploration and Production Nigeria Limited to divest its entire 12.5% contractor interest in Oil Mining Lease (OML) 118.
The divestment sees Shell Nigeria Exploration and Production Company (SNEPCo) and Nigerian Agip Exploration Limited (NAE) taking over TotalEnergies’ stake in the high-value offshore asset.
According to a statement released Thursday by NUPRC’s Head of Media and Strategic Communications, Eniola Akinkuotu, the transaction is valued at $510 million, with SNEPCo acquiring 10% for $408 million, while NAE will take over 2.5% for $102 million.
NUPRC confirmed that the approval followed a thorough review process in line with Section 95 of the Petroleum Industry Act (PIA), 2021. The Commission assessed both the technical competence and financial capacity of the acquiring companies.
“SNEPCo and NAE have demonstrated the necessary technical, managerial, and financial capability to take on expanded roles in OML 118,” the Commission stated.
Both companies already hold interests in OML 118, and their expanded stake is expected to enhance operational synergy in the field.
As part of the agreement, decommissioning and abandonment liabilities, along with all host community development obligations previously owed by TotalEnergies, will now be assumed by SNEPCo and NAE.
NUPRC also confirmed that TotalEnergies fulfilled all statutory requirements for the divestment, including the payment of mandatory application fees.
Next Step: Ministerial Consent Pending
Although the regulatory approval has been granted, the transaction remains subject to ministerial consent, as outlined in Sections 95(1), (2), (7), (11), and (12) of the PIA.
In line with these provisions:
- SNEPCo is required to pay 5% of the transaction value as a premium for ministerial consent
- NAE will pay 2% of its transaction value for the same
These charges also cover processing fees associated with the divestment.
About OML 118
OML 118 is a strategic offshore asset located in the Gulf of Guinea. It includes the Bonga field, Nigeria’s first deepwater development, and one of the country’s most productive offshore blocks.
The transfer of interest is expected to strengthen upstream operations and further boost Nigeria’s offshore production capacity in the coming years.
