Energy
ExxonMobil-Seplat Share deal: Not an Asset Deal
By Sandra Ani
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.
Energy
NNPC Ltd Set to Supply 100mmscf/d Gas to Dangote Refinery
…10-year Deal to Boost Local Production, Revamp Industrial Growth, reports Ikenna Oluka
The NNPC Gas Marketing Limited (NGML), a subsidiary of the Nigerian National Petroleum Company (NNPC) Limited, has successfully executed a Gas Sale and Purchase Agreement (GSPA) with Dangote Petroleum Refinery and Petrochemicals FZE.
The agreement, signed by the Managing Director, NGML, Barr. Justin Ezeala and the President/CEO of the Dangote Group, Aliko Dangote on Tuesday at the Corporate Head Office of Dangote in Falomo, Lagos State, outlines the supply of natural gas for power generation and feedstock at the Dangote Refinery, in Ibeju-Lekki, Lagos State.
This major milestone is in line with President Bola Ahmed Tinubu’s policy of utilizing Nigeria’s abundant gas resources towards revamping the nation’s industrial growth and kickstarting its economic prosperity.
This development, which sees a huge investment of this nature penned with zero capital expenditure (CAPEX) outlay, has been described by many as unprecedented in the history of NGML or any gas Local Distribution Company (LDC) in the country.
Under the terms of the agreement, NGML will supply 100 million standard cubic feet per day (MMSCF/D), 50MMSCF/D being firm supply and the rest 50MMSCF/D interruptible natural gas supply to the refinery for an initial period of 10 years, with options for renewal and growth.
This collaboration is a significant step toward ensuring the operational success of the Dangote Refinery and enhancing Nigeria’s domestic gas utilization.
NNPC Ltd, through NGML, its gas marketing subsidiary, continues to lead efforts in promoting the use of domestic gas to support industries and businesses nationwide.
The agreement represents a milestone for both NNPC Ltd and Dangote Refinery, aligning with their shared commitment to boosting local production and providing vital products for the benefit of all Nigerians.
It is also a further proof of NGML’s unwavering commitment to business excellence and fulfilling NNPC Ltd’s core mandate of ensuring Nigeria’s energy security through the execution of strategic gas projects across the country.
Energy
AVEVA Unveils Key Learnings from its 2023 Sustainability Progress Report and first AVEVA Industrial Intelligence Index
AVEVA, a global leader in industrial software, launches AVEVA’s 2023 Sustainability Progress Report and the first edition of the AVEVA Industrial Intelligence Index at London Tech Week 2024 where the company advocates for an ethical and impact-driven AI aimed at increasing creativity and efficiency for a more sustainable world.
AVEVA 2023 Sustainability Progress Report: key learnings
In 2023, AVEVA continued to make progress on its core ESG framework objectives, including enabling the sustainable transformation of industry through its software, modelling environmental stewardship and ethical best practice, and fostering an inclusive workplace culture where every employee feels engaged and empowered to learn and grow.
This fourth edition of the report is AVEVA’s first publication of ESG data and workstream advancements aligned to a calendar year reporting period. It details progress made in 2023 to AVEVA’s three key pillars: Technology handprint, Operational footprint, and Inclusive culture.
Technology handprint
“Beyond our efforts to reduce our own carbon footprint, we recognize that our biggest opportunity to make a positive impact and accelerate our journey towards NetZero is through our core products, digital solutions that can help industries improve efficiency, circularity, traceability and resilience” declared Lisa Wee, Global Head of Sustainability, AVEVA.
With this regard, the company has developed a green new logo program that has supported in the first six months the deployment of clean tech activities for 25 customers. In addition, with 13 new case studies quantifying the reduction of emissions AVEVA software enables for customers, the company demonstrates how it walks the talk through tangible achievements contributing to sustainability. Last but not least, hackathons run in 2023 generated 80 sustainability-led technology ideas for future innovations.
2023 also saw the launch of AVEVA’s Sustainability Accelerator program the purpose of which is to advance sustainability use cases and capabilities across the company’s portfolio and partner ecosystem, including via AVEVA’s industrial intelligence platform, CONNECT.
“AVEVA’s Sustainability Accelerator program aims to enable faster uptake of existing sustainability solutions across the industrial landscape, while we continue to invest in product capabilities and partnerships that will push out the frontiers of sustainability innovation for industry” said Joana Mainguy, Director of Sustainability in charge of the program.
Finally, AVEVA has pioneered a new standard for green software: since the end of 2023, 31% of its portfolio has built-in power consumption measurement technology.
Operational footprint
In 2023, AVEVA met 4 out of the 15 2025 ESG targets including 93% reduction in scope 1 and scope 2 emissions through a combination of measures: the company procured 100% of renewable electricity in all global markets as per RE100 criteria, reduced its overall fleet of 21% over the year, and counted hybrid or electric vehicles for 25% of the remaining fleet. Notable achievements related to upstream emissions include a 36% decrease in purchased goods and services and a 49% decrease in business travel emissions. The latter goes beyond our 2025 ESG goal of a 20% reduction.
Regarding the scope 3, AVEVA has integrated e-waste data in the inventory under the waste category to report another significant achievement: “Our initial target of diverting 5 tons of e-waste from landfill in 2025 was surpassed by 22.75 tons in 2023. 100% of e-waste sent to our disposal partner is now diverted from landfill,” explained Lisa Wee.
Inclusive culture
AVEVA’s commitment to developing a workplace environment where all employees feel included and are treated with dignity and respect is also highlighted in the report.
“Globally, with 39.9% of new hires, 29% of managers and 26,5% of leaders being women, AVEVA has significantly increased gender representation in 2023 and will continue in this direction to raise these numbers to 50% of new hires, 40% of managers and 30% of leaders by 2030. Besides, we have reached our goal of less than 1% pay equity, and it currently stands at 0.5%”,commented Lisa Wee with enthusiasm. In addition, AVEVA demonstrated its commitment to society donating £ 310,000 to causes supported by AVEVA employees’ communities around the world.
AVEVA also achieved key milestones in regions: In the US, the company has developed a partnership with two Historically Black Colleges and Universities (HBCUs) for an ‘AVEVA Scholars Program. Spanning three years, the program includes scholarships and immersive onsite experiences, ultimately paving the way for talented Black scholars in Engineering and Computer Science to join the AVEVA team upon graduation. The pilot will kick-off mid-June 2024 and count 12 students.
AVEVA INDUSTRIAL INTELLIGENCE INDEX REPORT: A 2-in-1 publication to report on industrial needs and to give guidance on existing solutions through inspiring examples of successful and sustainable digital transformation:
At London Tech Week 2024, AVEVA launched its first annual AVEVA Industrial Intelligence Index:
“AVEVA has been supporting the industrial world for more than half a century. Listening to our customers’ needs and understanding their challenges is how we innovate and develop tailored solutions that will help them cope with current and future challenges. With more than 25 000 customers across all industries, we have built a unique expertise. Today I’m delighted to introduce our first AVEVA Industrial Intelligence Index Report. Our ambition is to issue this report every year to help C-suite executives, business unit leaders, and strategic decision-makers leverage industrial intelligence and succeed in the digital age, with inspiring insights about how industries transform towards a more sustainable future” declared Caspar Herzberg, AVEVA CEO.
Drawing on research conducted with 500 global industry executives across Europe, North America and Asia Pacific, this first edition gives valuable and actionable insights into the power, manufacturing, infrastructure, and chemicals industries. Including comments from AVEVA’s experts and leaders, the report unveils macro trends and describes the forces that drive change and innovation. It also presents case studies showcasing successful digitalization initiatives, and strategies for driving innovation and efficiency to chart a course towards a more sustainable and profitable future.
- Joanna Mainguy will steer strategies for sustainability innovation across AVEVA’s portfolio and partner ecosystem, furthering ESG targets for 2025 and beyond
AVEVA, a global leader in industrial software, driving digital transformation and sustainability, today announced the appointment of Joanna Mainguy as Sustainability Accelerator Director.
Joanna’s appointment testifies to AVEVA’s dedication to strengthening the company’s sustainability impact in line with advancing global climate commitments.
As Sustainability Accelerator Director, Joanna Mainguy will focus exclusively on sustainability solutions and strategies to accelerate innovation that will help AVEVA’s customers to achieve their net-zero targets.
She will look at how AVEVA leverages current market and customer analysis to inform its in-house development team, advise on new customer collaborations and on how AVEVA should grow its partnership network and M&A pipeline to reflect its sustainability priorities.
Joanna will lead the implementation of a sustainability solutions plan tailored to meet the most pressing needs of AVEVA’s industrial customers on low-carbon transition, circularity and resilience, via an integrated product, marketing and sales approach. She will work closely with AVEVA’s portfolio, business area and R&D leads to continue to develop new sustainability capabilities and drive collaboration on go-to-market initiatives that support industry with contributing to an accelerated energy transition and shift to a circular economy.
Joanna was formerly Industry Director, EMEA, for Energy & Sustainability at Microsoft, where she led strategic engagements with major energy providers and supported the energy transition with digital solutions. She has worked across the entire energy value chain and has more than 15 years of experience in process industries and the energy sector, including work for major system integrators, software and energy companies.
Lisa Wee, Global Head of Sustainability, AVEVA, said: “We are excited to welcome Joanna to AVEVA. She will bolster our mission to enable faster uptake of existing sustainability solutions across the industrial landscape, while in parallel we continue to invest in product capabilities and partnerships that will push out the frontiers of sustainability innovation for industry. At AVEVA we look to lead by example on sustainability and we achieved a 93% reduction in Scope 1 and 2 emissions last year. We aspire to help our customers better leverage digital solutions to realize their own ambitious sustainability targets early, and Joanna brings a wealth of experience to help support this.”
Commenting on her appointment, Joanna Mainguy, Sustainability Accelerator Director, AVEVA, said: “I am delighted to join AVEVA at such a pivotal time in its sustainability innovation and growth trajectory. I look forward to working with AVEVA teams and customers to continue to grow the sustainability benefits that can be achieved with AVEVA software. I am also keen to work closely with our partners to drive further positive change at scale, since we know addressing the climate crisis will continue to require expanded collaboration”.
AVEVA actively embeds sustainability into its core product strategy with specific capabilities in its software portfolio.
AVEVA’s software enables organizations to connect and contextualize key sustainability data with artificial intelligence and human insight, enhancing their agility, resilience and sustainability in order to help drive responsible use of the world’s resources.
AVEVA’s 2023 Sustainability Progress Report reveals significant progress across all three pillars of the company’s sustainability framework, encompassing product strategy, operations and culture.
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