The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has approved a $510 million transaction that will see TotalEnergies Exploration and Production Nigeria Limited divest its 12.5 per cent contractor interest in Oil Mining Lease (OML) 118 to Shell Nigeria Exploration and Production Company (SNEPCo) and Nigerian Agip Exploration Limited (NAE).
The approval, granted yesterday in Abuja, comes just days after the Commission withdrew an earlier consent for a separate deal between TotalEnergies and Chappal Energies, citing poor consummation of that transaction despite ministerial approval in October 2024.
According to a statement signed by NUPRC’s Head of Media and Strategic Communications, Eniola Akinkuotu, the new Sales and Purchase Agreement (SPA) will see TotalEnergies transfer a 10 per cent interest to SNEPCo for $408 million, while NAE will acquire the remaining 2.5 per cent for $102 million. The deal, however, remains subject to ministerial consent in line with the Petroleum Industry Act (PIA) 2021.
The Commission said it carried out due diligence in line with Section 95 of the PIA to confirm the financial capacity and technical competence of both assignees. It noted that SNEPCo and NAE already have established participatory interests in OML 118 and possess the expertise and resources to sustain ongoing exploration, development, and production activities.
As part of the conditions of approval, SNEPCo and NAE will assume TotalEnergies’ obligations relating to decommissioning, abandonment, and host community responsibilities on the divested stake, thereby shielding the Federal Government from residual liabilities. The companies are also required to pay five per cent and two per cent of the total transaction value, respectively, as premiums for ministerial consent and processing fees.
The development underscores the continuing reshaping of Nigeria’s upstream petroleum sector, where international oil companies are divesting from certain onshore and shallow-water assets to streamline portfolios and reduce risk exposure, even as regulators tighten enforcement of decommissioning and community accountability provisions under the PIA.
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