NUPRC Approves TotalEnergies’ $510m Divestment Deal With Shell, Agip

The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has approved the $510 million Sales Purchase Agreement (SPA) by TotalEnergies Exploration and Production Nigeria Limited to transfer its entire 12.5 percent contractor interest in Oil Mining Lease (OML) 118 to Shell Nigeria Exploration and Production Company (SNEPCo) and Nigerian Agip Exploration Limited (NAE).

Under the terms of the deal, TotalEnergies will assign 10 percent of its interest to SNEPCo for $408 million, while NAE will acquire the remaining 2.5 percent for $102 million.

In a statement signed on Thursday by its Head of Media and Strategic Communications, Eniola Akinkuotu, the Commission said it had, in line with Section 95 of the Petroleum Industry Act (PIA) 2021, carried out due diligence to ascertain the financial capacity and technical competence of the assignees.

“SNEPCo and NAE have demonstrated both technical and managerial competence to optimally contribute to upstream operations in OML 118. They already maintain a participating interest in the asset. Based on the presentations and documents submitted, there is clear evidence that they have access to funding to meet their financial obligations,” the Commission said.

NUPRC added that TotalEnergies had fulfilled statutory requirements, including the payment of application fees, while stressing that the buyers will take on all decommissioning, abandonment, and host community liabilities associated with the divested stake.

The regulator further clarified that the transaction remains subject to ministerial consent in line with Sections 95(1), (2), (7), (11), and (12) of the PIA 2021. It noted that SNEPCo and NAE will also pay five percent and two percent respectively of the total $510 million transaction value as premium on ministerial consent and processing fees.