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​ExxonMobil-Seplat Share deal: Not an Asset Deal

By Sandra Ani

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Exxonmobil-Seplat Shares Deal

Apparently worried by unending inquiries by its happy investors and stakeholders who barely a week ago welcomed its share deal with ExxonMobil, Seplat Energy on Monday March 7 said  no event of cancellation of the transaction has occurred.

Nigeria’s corporate and business world, especially the oil and gas industry, was literally lit and agog following the announcement by Seplat Energy Plc., a leading indigenous energy company listed on the Nigerian Exchange and the London Stock Exchange, and Exxon Mobil Corporation, Delaware, USA (ExxonMobil) that they had entered into an agreement for the Seplat to acquire the entire share capital of Mobil Producing Nigeria Unlimited (MPNU) from the latter, subject, however, to the usual Ministerial Consent.

The President, ExxonMobil Upstream Oil and Gas, Liam Mallon, said the company sold its equity interest in its shallow-water business, Mobil Producing Nigeria Unlimited (MPNU), to Seplat Energy through Seplat’s wholly-owned Seplat Offshore.

“Seplat Energy has become aware of newspaper and social media reports that the Nigerian National Petroleum Company Limited (NNPC) has exercised a right of pre-emption under the NNPC/Mobil Producing Nigeria Unlimited (MPNU) Joint Operating Agreement (JOA).

“The Company wishes to clarify that the Sale and Purchase Agreement (SPA), earlier announced on the 25 February 2022, deals with the acquisition of the entire share capital of MPNU’s shareholders, Mobil Development Nigeria Inc. and Mobil Exploration Nigeria Inc., being entities of Exxon Mobil Corporation registered in Delaware (ExxonMobil). MPNU, is not a party to the SPA and continues to hold its interests, rights and obligations under the NNPC/MPNU JOA,” Seplat Energy said in a statement  at the Nigerian Exchange Limited (NGX).

This announcement was made pursuant to Rule 17.10 of the Rulebook of the Nigerian Exchange, 2015 (Issuer’s Rule).

“There are also some reports that the SPA between ExxonMobil and Seplat Energy has been terminated. Seplat Energy confirms that no event of termination has occurred, and the SPA remains valid and subsisting.

Seplat Energy is a compliant company and will continue to follow the laws of the Federal Republic of Nigeria,” the statement read.

Interestingly, the ExxonMobil-Seplat transaction is not the first in the industry in recent times. Many industry watchers wondered why the NNPC did not exercise the same pre-emption action in the divestments by SPDC.

Rendering highlights of the deal, which is the first of its kind since the coming on stream of the Petroleum Industry Act (PIA), Seplat, on its part, put the purchase price at $1,283 million plus up to $300 million contingent consideration.

The transaction, it said, would create one of the largest independent energy companies on both the Nigeria Stock Exchange and London Stock Exchange as well as bolster Seplat Energy’s ability to drive increased growth, profitability and overall stakeholder prosperity, delivering 186 per cent increase in production from 51,000 bpd to 146,000 bpd or 170 per cent increase in 2P liquids reserves, from 241 MMbbl to 650 MMbbl.

In addition, it was expected to deliver a 14 per cent increase in 2P gas reserves from 1,501 Bscf to 1,712 Bscf, plus significant undeveloped gas potential of 2,910 Bscf (JV: 7,275 Bscf).

Nigerians are excited as they await the final Ministerial Consent to bring such strategically important national assets fully into Nigerian ownership alongside the Nigerian National Petroleum Corporation, NNPC, the exiting Joint Venture Partner. This is in line with government’s objective to achieve a pragmatic, progressive and just energy transition for Nigeria.

In its incisive analysis, Wood Mackenzie (WoodMac), a global and reputable intelligence provider that empowers decision-makers with unique insights on the world’s natural resources, lauded the deal saying it was a win-win for Seplat, ExxonMobil, and the Nigerian government, offering huge upside for oil and gas.

Very instructively, Mackenzie added: “Because this is a corporate acquisition, NNPC has no rights to pre-empt a deal under the Joint Operating Agreement (JOA), which governs the JV. This means that ministerial consent would be the only hurdle remaining, although nothing can be taken for granted.

A Misinterpretation of Joint Venture Agreement

Unfortunately, amid this local and international acclaim, the NNPC appears strangely more interested in throwing spanner in the works. In a move to block the transaction, the NNPC, as widely reported in the media, has through its Group Managing Director (GMD), Mele Kyari, written to MPNU, notifying it of its intention to exercise a Right of Pre-emption over the deal.

“We are aware that you reached an agreement to divest from onshore and shallow waters JVs….  Clearly we are interested”, the GMD was quoted as stating.

Meanwhile, a recently published article in support of NNPC’s action quoted purported oil industry source of affirming NNPC’s rights under the law, to exercise such pre-emptive powers.

NNPC hinges its move on a June 28, 1990 Joint Operating Agreement between it and Mobil Producing Nigeria as it pertains to ‘Participating Interest”.

Regarding transfer and assignment of interest, Article 19.4 provides: Subject to sub-clauses 19.1 and 19.2, if any Party has received an offer from a third Party, which it desires to accept, for the assignment or transfer of its participating hereunder (the “Transferring Party”), it shall give the other Party prior right and option in writing to purchase such Participating Interest as provided in sub-clauses 19. 4.1 to 19 .4.2.

Sub-clause 19.4.1 provides: The Transferring Party shall first give notices to the other Party, specifying therein the name and address of the aforementioned third Party and the terms and conditions (including monetary and other consideration) of the proposed assignment and transfer.

Sub-clause 19 .4.2 states: “Upon receipt of the notice referred to in Sub-clause 19. 2.1, the other Party may within thirty (30) days thereafter, request in writing the assignment and transfer of such Participating Interests to it, in which event the assignment or transfer shall be made to it on the same or equivalent terms”.

Meanwhile, these provisions could not be read or understood in isolation of the definition of a “Participating Interest” by the same Agreement.

Article 1.24 states: “Participating Interest means the undivided percentage interest from time to time held by the Parties in the concession (s), the Joint Property and rights and obligations under this Agreement, namely: sixty per cent (60%), in case of NNPC; and forty (40 per cent), in the case of Mobil”.

Thus, these provisions clearly show that the NNPC is absolutely mixing things up because the transaction that happened between Seplat and ExxonMobil, Delaware, USA, was nothing close to a transfer of a “Participating Interest”. No! Seplat did not deal with Mobil Nigeria producing Unlimited (MNPU) the Party in partnership with NNPC. Rather, it transacted business with ExxonMobil, Delaware, the parent company, which acted within its rights, as it pleased and in line with its business/investment strategy, to dispose of all its shares in MNPU, which owns the said assets in Nigeria.

This is the major fact NNPC needs to get right so it could stop convoluting a very simple matter and making Nigeria a laughing stock before the international business community, as it visibly has no Right of First Refusal (RFR) to exercise on this transaction.

Of recent, the NNPC, and analysts pushing its case have argued that with its transition into a registered profit-making and limited liability company vide the PIA, it was out to reshape and optimise its portfolio by acquiring assets with high performance, low vulnerability and huge gas potential. For this reason, it prioritises the acquisition of divested assets under MPNU JV over those in Shell Petroleum Development Company (SPDC) JV. In other words, NNPC‘s sudden interest in the deal and taking over the entire JV (if it had the legal backing) is all about the attractiveness of the assets in question. As a government-backed entity, is it not supposed to be more interested in taking over perceived more vulnerable assets with higher security and production issues? If it is only interested in ‘juicy’ fleshes of the oil and gas industry, who does it expect to deal with the hard bones?

Worse, it is not even as if the NNPC is known to run these things by itself. Most Nigerians know how and where these portfolios end up.

Besides, the NNPC does not enjoy popularity as one of the managers. If the NNPC were to be an airline, it is to be wondered how many Nigerians would be confident to fly in its planes. If NNPC were a hospital, how many Nigerians would surrender their lives to it to manage?

As the sole importer of fuel, Nigerians are still dealing with not only intermittent biting fuel scarcity, but they are also yet to recover from the importation of toxic fuel that have wrecked vehicles and put households through hardships.

Worse, the NNPC is yet to tell Nigerians how the nation’s daily fuel consumption jumped from about 30 million litres about seven years ago to about 102 million litres and above.

Under NNPC’s watch, the refineries have degenerated from producing enough for local consumption, to producing little, and now nothing. In 2020, NNPC recorded N10.27 Billion in operational expenses without refining a single drop of fuel. It is unable to fix any of the refineries, even with the award of a USD1.5 Billion contract last year to fix the Port Harcourt refinery.

The NNPC has been struggling to meet its statutory obligations to the Federation Account in recent years. Despite the surge in oil prices in the international market, it was unable to remit anything to the Federation Account in January 2022, making it the second time within a year, as it was the case in April 2021. In fact, with a deficit of approximately N2 Trillion out of its projected N2.511 Trillion, NNPC was only able to disburse N542 billion as against the N2.511 Trillion it was budgeted to contribute. The Nigeria Governors Forum have protested the development.

Therefore, many Nigerians have wondered why a debt-burdened NNPC is so quick to accumulate more debts vide the $5 billion corporate finance commitment from the African Export-Import Bank (Afreximbank) to “acquire, invest and operate energy-producing assets in Nigeria as part of NNPC’s growth strategy following its incorporation as a limited liability company”. It is important to note that unlike other businesses that would secure their loans by their assets, NNPC rides on government’s back.

The question of prioritisation of gas

Meanwhile, it is reported that NNPC’s interest in taking 100 possession of the assets in question was informed by its efforts not to risk a another partner on the NNPC MPNU JV that might not see the monetisation of the assets gas component as a priority. This should not even be considered given Seplat’s profile in gas investment and its leading role in Nigeria’s energy transition.

It produced 20,758 boepd gas in 2021 and supplies 30 per cent of gas to power Nigeria. It became the first company to record a 50-50 venture with the NNPC through the Seplat/NNPC gas plant project – ANOH Gas Processing Company (AGPC) where Seplat easily raised $260 Million through a consortium of banks to fund its part of $650 Million financing for the ANOH Gas Processing Plant.

Against these backdrops, it is understandable why industry players believe that the NNPC has not only misfired, but is also overreaching itself, playing up those needless interferences that discourage investors. It should retreat.

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Energy

Energy Experts Proffer Solution To Nigeria’s Energy Conundrum 

By SANDRA ANI

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Energy Experts

Key players and experts in Nigeria’s oil and gas and power sectors have called for concerted measures and actions that will lead to property utilization of the country’s vast gas reserves.

Key players and experts in Nigeria’s oil and gas and power sectors have called for concerted measures and actions that will lead to property utilization of the country’s vast gas reserves.

They expressed the opinion that Nigeria’s gas reserves are critical asset towards achieving the ongoing energy transition that will be affordable and sustainable.

Speaking at the 4th Oriental News conference in Lagos on Thursday July 24,2025 themed’ , “Integrating Nigeria’s Gas Potentials into Strategic Energy Transition Initiatives,” the Manager, Energy Transition NLNG, Temitope Ogedengbe, advised that Nigeria must avoid adopting a “copy-paste” approach to energy transition, insisting that the country must tailor its strategy to reflect local realities, including the urgent need for economic growth, energy security, and national development.

“Our transition must leverage our unique strengths and resources to grow our economy,” Ogedengbe said. “Energy transition should not be a copy-paste exercise.

“Nigeria must design its own, since we need economic development, energy security, and to address developmental issues.”

Ogedengbe, while highlighting challenges around gas utilisation, lamented that despite Nigeria’s abundant natural gas resources, a large portion is still being flared or reinjected due to the absence of viable commercial arrangements.

“We’re not taking nearly the amount we should be. We are still failing and reinjecting because there is no commercial arrangement to optimise this; for many reasons,” he stated.

He noted that while marginal fields hold potential, they are difficult to produce economically. 

“The issues there are marginal fields, which are difficult to produce,” he said, adding that the Nigerian Upstream Petroleum Regulatory Commission’s (NUPRC) Gas Flaring Commercialisation Programme is trying to address this.

According to him, a significant chunk of Nigeria’s gas is still either exported or flared, while domestic utilisation and value addition remain underdeveloped.

 “We are not investing enough, and we are not examining the right approaches,” he added.

Speaking on the global LNG market, Ogedengbe noted that although there is still a market for  LNG produced by Nigeria, demand patterns are shifting, particularly in Europe, where buyers now favour lower-carbon LNG options.

He said, “There is still a market for LNG produced in Nigeria, but what is happening is that Europe is asking for lower-carbon LNG. 

“There’s a need to use operational levers to reduce carbon, attract premium markets, and unlock funding opportunities, including through reduced taxes and levies.”

He further stated the NLNG remains central to Nigeria’s gas future, revealing that the company plans to expand its capacity to 30 million tonnes per annum.

” As part of its energy transition strategy, the company is integrating technologies and processes aimed at reducing emissions and generating carbon credits.

“We’re using offsets to reduce our emissions, both at the national and international levels, to take carbon out of the atmosphere and promote our operations,” he explained.

Ogedengbe emphasized the need for a multi-pronged, well-coordinated approach to decarbonising the country’s gas sector to ensure long-term viability and global competitiveness.

Also, at  the same conference, former Power Minister, Prof. Bart Nnaji said that shortage of gas supply and infrastructure deficit has continued to act as disincentive to investment and growth of the power sector.

Nnaji, said in the next two decades power generation in the country will be dominated by gas fired plants.

He attributed Nigeria’s persistent gas shortage to inadequate investment in gas infrastructure and called for more support from both government and the private sector.

Nnaji, who chaired the event, addressed stakeholders from across the oil and gas value chain, including key government officials.

He said the country’s gas sector remains underdeveloped due to insufficient investment in extraction, transmission, and transportation.

“The focus should not rest solely on government-led efforts — the private sector must also play a vital role,” the former minister said.

“What we need is for the government to act as a true enabler, offering the necessary support for infrastructure and gas harvesting. It’s baffling that with over 210 trillion cubic feet of gas, we still face local shortages.

“We’re unable to produce sufficient quantities to support operations across the country. Though operations improved this year, they weren’t previously at full capacity. A seventh train is underway, but we need more gas.”

He said Nigeria’s history of mining and exporting coal before abandoning it reflects a wider pattern of resource neglect.

Nnaji said gas-fired plants are critical to Nigeria’s power generation, emphasising the need for a reliable supply to ensure thermal plants operate effectively.

He noted that Geometric Power Ltd, which he chairs, is among the companies generating electricity through thermal sources.

“For effective supply from thermal plants, an adequate and reliable gas supply is vital. While we have hydro power, gas-fired plants remain dominant and will likely stay that way for the next ten to twenty years,” he said.

Nnaji acknowledged the role of renewable energy in rural electrification but maintained that Nigeria’s baseload power must continue to come from gas or hydro sources.

He noted that hydro power, however, comes with limitations that require regional cooperation.

In her submission, Engr. Chichi Emenike, Acting Managing Director and Gas Asset Manager of Neconde Energy Limited, sounded alarm over the consequences of some policies of Government that has undermined the ongoing energy transition.

According to her, unpaid gas supplies, dollarised operations, and policy inconsistencies are discouraging investment in the sector.

Emenike, said Neconde, for instance, has gas that has been produced and supplied to the electricity generation companies (GenCos) and that has not been paid for almost two years now.”

“This is a serious conundrum, whereas we have sourced funds from somewhere to produce these gas molecules from our facilities. How am I going to pay back?”

Emenike further explained that Nigeria’s upstream gas production is highly dollarised, making it costlier than crude oil development and difficult to sustain without a commercially viable framework.

“Don’t forget that the gas production industry is highly dollarised, including the requisite inputs. There is no part of the operation, including the technology, that is produced locally. The bulk of it has to be imported in US$.

“The O&M, well drilling, and accessories to drill a gas well are all dollarised. So, it costs more than what it costs to drill a crude oil well. The handling of a gas well is highly sophisticated, unlike that of crude oil.”

Speaking on systemic issues within the gas-to-power value chain, Engr. Emenike said, “Over 500 million standard cubic feet (scf) of gas are being transported with the NGIC pipeline.

“If you multiply this figure by one dollar, you will understand the cost. Whereas so much money went into drilling some of these wells, it costs $35,000 plus or minus, and that is outside other assumptions of fees.”

Commenting on the financing and investment environment, Emenike called for a pragmatic national energy plan that begins with achievable goals, rather than lofty ambitions.

“Let us start with what is doable; I mean the low-hanging fruit. Let us stop with big numbers. We should tidy up small fields that are struggling to juggle both CAPEX and OPEX.

“We need to sit down once as a nation to be selfish enough to determine what is needed to take care of Nigeria’s economy alone in the Gulf of Guinea.”

She called for urgent clarity on Nigeria’s position in the energy transition and a realistic approach to funding.

“Where do we sit as Nigerians today on this energy transition plan? Where is the money to run the transition?

“Presently in Nigeria, it is difficult for a gas investor to determine end-to-end where the funds would be coming from. We need a strategy; we need to be serious. Or else, gas investors would rather take what they should have invested in the Nigerian economy to Mozambique or elsewhere.”

Emenike further warned about the economic risks associated with policy instability.

“Gas economics is such that it must be end-to-end. Even before you draw down the first financing, you have tied that investment to a commercial arrangement.

“When you have a business, as much as you think you know, in the case of Nigeria, once you put your leg out in this economy, you will see so many things flood in unexpectedly. Your IRR (rate of return) goes down the drain due to policy flip-flops and multiplicities of levies and fees.”

She insisted that the sector needs regulatory reforms and an end to what she described as rent-seeking behaviour by government agencies.

“We have to deal with the rent-seeking attitude of our regulators to enable investors repatriate their investment financing.

“They should stop flogging investors with all forms of regulations and later charge them with potential incidents of non-conformity, which translates to fines, even for not operating, after they have created the crisis.”

Calling for collaborative efforts, she advocated infrastructure sharing and coordination within the value chain.

“We need to leverage infrastructure to unlock the stranded assets across the country. We need to look at how to put together our war chest to achieve a lot for the industry. We need to set the rules of the game.”

She emphasised the importance of investor confidence and a market-driven approach.

“Every investor wants to see a clear line of sight. Market forces should be allowed to play out. The government should not create a monopolistic environment that stifles investment. They should allow it to have that flexibility.”

“None of these government officials understand how investors raise capital to finance their projects and the terms of it. Government has no business in business. They should stop the rent-seeking attitude and stop looking for short-term benefits. Quick fixes will not work.”

She has therefore challenged the FG to focus inwardly and begin with achievable solutions.

According to her, “There is much more to be gained if we have a very selfish Nigerian plan that focuses on Nigerian interests alone. This can service the entire Gulf of Guinea if we are serious. Let us start with the small gas fields.

She further urged the FG to stop putting benchmarks on gas for power, adding that the market forces should be allowed to dictate the price.

Engr. Emenike charged the Nigerian government to allow flexibility in the market and encourage alliances within the value chain operators.

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Energy

NNPC, Dangote Strengthen Strategic Partnership

Bot partners reaffirmed commitment to Healthy Competition Towards National Prosperity, reports SANDRA ANI

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NNPC and Dangote partnership
Group CEO of NNPC Ltd., Mr. Bashir Bayo Ojulari receives the President/Chief Executive of Dangote Group, Mr. Aliko Dangote during a visit by the latter to the NNPC Towers, on Thursday

As part of ongoing efforts to promote mutually beneficial partnerships and foster healthy competition, the Nigerian National Petroleum Company Limited (NNPC Ltd.) and Dangote Petroleum Refinery & Petrochemicals (DPRP) have pledged to deepen collaboration aimed at ensuring Nigeria’s energy security and advancing shared prosperity for Nigerians.

This commitment was made during a courtesy visit by the President/Chief Executive of Dangote Group, Mr. Aliko Dangote, and his delegation to the Group CEO of NNPC Ltd., Mr. Bashir Bayo Ojulari, and members of the company’s Senior Management Team at the NNPC Towers, on Thursday.

During the visit, Dangote pledged to collaborate with the new NNPC Management to ensure energy security for Nigeria.

“There is no competition between us, we are not here to compete with NNPC Ltd. NNPC is part and parcel of our business and we are also part of NNPC. This is an era of co-operation between the two organizations.” Dangote added.

While congratulating the GCEO and the Senior Management Team on their “well-deserved appointments,” Dangote acknowledged the enormity of the responsibility ahead, noting that the GCEO is shouldering a monumental task, which he expressed confidence that, with the capable hands at his disposal in NNPC, the task is surmountable.

In his remarks, the GCEO, Mr. Bashir Bayo Ojulari assured Dangote of a mutually beneficial partnership anchored on healthy competition and productive collaboration.

Ojulari highlighted the exceptional caliber of talent he met in NNPC Ltd., describing the workforce as a dedicated, highly skilled and hardworking professionals who are consistently keen on delivering value for Nigeria.

Expressing the company’s readiness to build a legacy of national prosperity through innovation and shared purpose, Ojulari said NNPC will sustain its collaboration with the Dangote Group especially where there is commercial advantage for Nigeria.

Both executives also committed to being the relationship managers for their respective organisations through sustained productive collaboration and healthy competition, thereby envisioning limitless opportunities for both organizations.

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Energy

AVEVA is providing data management support for renewable natural gas projects

Reporter: Godwin Ezeh

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Caspar Herzberg, CEO of AVEVA

Key Highlights

●        AVEVA’s industrial information infrastructure has been selected by Archaea Energy to provide key data management support

●        AVEVA’s industrial software to optimize performance across Archaea’s RNG plants

AVEVA, a global leader in industrial software driving digital transformation and sustainability, has been selected by Archaea Energy, the largest renewable natural gas (RNG) producer in the US, to build a comprehensive operations data management infrastructure.

Using AVEVA’s software, Archaea Energy can collect, enrich and visualize its real-time operations data, enabling performance analysis across its growing network of plants.

Using AVEVA PI Data Infrastructure, a hybrid solution with cloud data services, the plants will be able to share data to highlight operational opportunities and optimize efficiency.

Caspar Herzberg, CEO, AVEVA, stated,

“Through this collaboration and the use of AVEVA PI Data Infrastructure, Archaea’s growing network of plants will have streamlined operations with accurate performance analysis throughout the expansion. AVEVA’s CONNECT software platform leverages industrial intelligence from a central location, making it easier to deploy additional digital solutions in the future.”

“As the largest RNG producer in the United States, we are dedicated to delivering reliable, clean energy,” said Starlee Sykes, chief executive officer of Archaea Energy. “This relationship will allow us to optimize operations and offer detailed performance analysis as we continue to expand across the country.”

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