Energy
ExxonMobil-Seplat Deal: When a Regulator Misinterprets the Law
Article by Josiah Adewale


To say that the mixed news coming from the federal government of Nigeria over President Muhammadu Buhari’s consent to the acquisition of the entire ExxonMobil, Delaware, USA’s shares in Mobil Producing Nigeria Unlimited (MPNU) by Seplat Energy Offshores Limited, a wholly-owned subsidiary of Seplat Energy Plc., is a serious cause for worry for the global business community is to state obvious.
Nigeria is probably the only country in the world that could allow this game by the Nigerian National Petroleum Corporation Plc. (NNPC) and the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) over a $1.3 billion transaction, which also includes up to $300 million contingent consideration.
A statement by Special Adviser to the President on Media and Publicity, Mr. Femi Adeshina, said the approval was predicated on the deal’s extensive benefits to the Nigerian energy sector.
It read: “In his capacity as Minister of Petroleum Resources, and in consonance with the country’s drive for Foreign Direct Investment in the energy sector, President Muhammadu Buhari has consented to the acquisition of Exxon Mobil shares in the United States of America by Seplat Energy Offshore Limited.
“ExxonMobil had entered into a landmark Sale and Purchase Agreement with Seplat Energy to acquire the entire share capital of Mobil Producing Nigeria Unlimited from ExxonMobil Corporation, Mobil Development Nigeria Inc., and Mobil Exploration Nigeria Inc., both registered in Delaware, USA.
“Considering the extensive benefits of the transaction to the Nigerian Energy sector and the larger economy, President Buhari has given Ministerial Consent to the deal.
“The President, in commitment to investment drive in light of the Petroleum Industry Act, granted consent to the Share Sales Agreement, as requested by the parties to the transaction, and directed that the approval be conveyed to all the parties involved.


“ExxonMobil/Seplat are expected to carry out operatorship of all the oil mining licenses in the related shallow water assets towards production optimisation to support Nigeria’s OPEC quota in the short term as well as ensure accelerated development and monetisation of the gas resources in the assets for the Nigerian economy.
“President Buhari also directed that all environmental and abandonment liabilities be adequately mitigated by ExxonMobil and Seplat”.
Misinterpreting the law
Surprisingly, hardly had the President’s ink dried than the NUPRC openly countermand his assent in a bizarre move that has discomfited global business community and set tongues wagging.
In insisting that the earlier veto by the NNPC remained, Buhari’s consent notwithstanding, NUPRC Chief Executive, Gbenga Komolafe, cited provisions of the Petroleum Industry Act (PIA) 2021, which he claomed, conferred on the Commission powers of sole regulator of the upstream subsector.
“As it were, the issue at stake is purely a regulatory matter and the Commission had earlier communicated the decline of Ministerial assent to ExxonMobil in this regard. As such, the Commission further affirms that the status quo remains.
“The Commission is committed to ensuring predictable and conducive regulatory environment at all times in the Nigerian upstream sector.
“Let me just put it simply, as a Commission, we work strictly in line with the position of the law, and basically we don’t react on the basis of news making the rounds, but we work strictly in line with the law.
“And by virtue of the provisions of the petroleum industry act, under section 95, subsection 10, 14 and 15, the commission’s powers in these regards are clearly stated.
“So, regarding the issue, my clarification will just be an affirmation that the position of the Commission stands in respect of the decline of the assets (sale), without prejudice to any other position.
“So, the position of the Commission as the authority involved in the regulation of the upstream, which had earlier been communicated to Mobil, stands. As far as the commission is concerned, nothing has changed. The status quo remains as far as we are concerned,” he insisted.
But NUPRC referencing to Section 95 of the PIA as guiding ministerial consent is wrong because the PIA does not apply to the MPNU assets, which are OML assets. OMLs are still guided by the Petroleum Act (PA), and the MPNU’s OML assets are yet to be converted to PIA regime and Buhari exercised the powers of the Minister under the PA. Section 303 (1) of the PIA unambiguously provides that the PIA does not apply to unconverted OPLs and OMLs until the OPLs and OMLs come up for renewal.
Even at that, whereas Section 95 (15) of the PIA 2021, which NUPRC gleefully quotes provides that “A holder of a petroleum exploration licence shall not assign, novate or transfer his licence or any right, power or interest without prior written consent of the commission”, Section 95 (8) expressly provides that “Where the consent of the minister is granted in respect of the application for a transfer, the Commission shall promptly record the transfer in the appropriate register.”
So, industry stakeholders are understandably at a loss as to where NUPRC derives its powers to override the Minister’s consent.
Playing NNPC’s script
Obviously NUPRC is acting NNPC’s scripts. It is recalled that the NNPC had in a May 2022 letter to ExxonMobil by its Group Managing Director, Mele Kyari, said the transaction could not be consummated as it wanted to exercise its right of first refusal in the June 28, 1990 Joint Operating Agreement (JOA) with ExxonMobil.
To make good its threat, the NNPC in July dragged ExxonMobil to a Federal high Court in Abuja, asking the Court to order that a dispute had occurred between the parties over pre-emption rights, or to order them to take the matter to arbitration, quoting a statement from Seplat. It obtained an order of interim injunction baring ExxonMobil “from completing any divestment”.
However, a cursory look at the JOA in question shows that right of first refusal applied only to divestment of Participating Interest, not in a case where a company wants to sale its shares to a third party.
Article 19.4 of the JOA 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 states: “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”.
Also, sub-clause 19 .4.2 provides: “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”.
However, the JOA, in Article 1 (24), defines Participating Interest as “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…”
The question is: did NUPRC or NNPC make any efforts to ascertain from the Presidency the reasons Buhari overruled them on the matter? This becomes pertinent as findings show that the Attorney General of the Federal and the Legal Department of the Ministry of Petroleum Resources (NUPRC’s and NNPC’s supervising ministry) were of the view that the transaction followed the law and consequently advised the President to consent to the deal, as manifestly, MPNU’s Participating Interest in the respective OMLs and the JOA were not offered for sale.
The deal was for the acquisition of shares owned by third parties that are shareholders in MPNU.
It is either the NNPC and NUPRC do not understand the law or they are being mischievous with the law, for It is a given in law that the shareholders of a company are distinct from the company, just as the company is a distinct or separate person in the eyes of the law?
Precedents, implications to Nigeria
Meanwhile, precedence and propriety do not support the NNPC and NUPRC’s position and actions. They are also worried about its grave implications to Nigeria’s already gloomy investment environment.
On Tuesday, an oil and gas industry analyst and publisher of Africa Oil and Gas Report, Toyin Akinosho, decried the impropriety of NUPRC’s public spat with the Presidency, saying it was needless, spoke of poor organisation, and was definitely sending wrong signals to the investment world.
“ExxonMobil simply wants to leave the shallow waters; and other companies have left. So, there have been precedents in terms of how companies have left by handing over their entire shareholding in that particular country.
“ExxonMobil is not selling its segment in the OMLs. They are basically selling MPNU the way Ashaland sold Ashland, the way ConocoPhillips sold its entire shares to Oando, the same way Eland Oil and Gas sold to Seplat and this same government approved it.
“As far as I know, the President Buhari has signed off on ExxonMobil-Seplat transaction, the Attorney General has signed off on it. So, when NUPRC says it is not in compliance with Nigerian laws, I really don’t understand where that is coming from”, he stated.
In May, an Energy Law expert, Bloomfield, Ayodele Oni, warned that truncating the ExxonMobil-Seplat deal could cause the likes of TotalEnergies looking to also divest some of its assets to be discouraged from going into negotiations.
Likewise, the Group Chairman/CEO at International Energy Services Limited, Dr. Diran Fawibe, had warned that “the cancellation will give the wrong signal to the international community”.
Chasing rats while the house burns
As the controversy rages, Nigerians on social media have wondered why NUPRC and NNPC fiddles when the industry is going south under their watch. Oil theft has worsened to 400,000 barrels per day. Fuel consumption per day has spiked from about 30 million litres per day in 2015 to a bogus 100 million litres amid long cues and sometimes adulterated supplies. Resource-gobbling subsidy has virtually rendered Nigeria bankrupt. NNPC’s has been unable to remit a dime to the Federation Account for months.
Yet both NNPC and NUPRC have been so preoccupied with scuttling a deal they should actually promote and find it difficult to encourage prolific indigenous oil and gas firms to boast Nigeria’s sagging production.
It is high time Mr. President calls them to order and salvage the ExxonMobil-Seplat transaction to save the nation further pains, embarrassments and loss of investors’ confidence.
Adewale, an energy analyst writes from Lagos
Energy
DAPPMAN Urges Calm and Collaboration in Nigeria’s Oil & Gas Sector


The Depot and Petroleum Products Marketers Association of Nigeria (DAPPMAN) said it has observed with deep concern the rising tension within the downstream oil and gas industry and the possibility of an industrial action that could disrupt national petroleum supply and distribution.
As responsible stakeholders in this vital sector of the Nigerian economy, Olufemi Adewole, executive secretary, DAPPMAN, said they recognize the central importance of industrial harmony to the stability of the industry, the protection of jobs, and the sustenance of revenues accruable to the nation.
He said that the potential impact of any strike on ordinary Nigerians, businesses, and government finances cannot be overstated.
“DAPPMAN therefore appeals to all parties involved to exercise utmost restraint and embrace constructive dialogue as the most effective means of resolving disagreements.
“In particular, DAPPMAN calls for the urgent intervention of the Federal Government in addressing the concerns of all aggrieved persons.
“We firmly believe that engagement at the roundtable will yield lasting solutions and prevent avoidable disruptions in the sector.
“Our Association’s consistent position has always been to collaborate with government, labour unions, investors, and other critical stakeholders to create a win-win situation that sustains investment, protects workers’ rights, and guarantees an uninterrupted supply of petroleum products nationwide.
“We humbly urge all parties to sheath their swords, avoid actions that could escalate the situation, and allow room for negotiations that will address concerns in a fair, balanced, and sustainable manner. “The Depot and Petroleum Products Marketers Association of Nigeria remains committed to playing a constructive role in facilitating peace, cooperation, and progress in the oil and gas sector for the ultimate benefit of Nigeria and her citizens.’
Energy
PTD Mocks NUPENG Over Empty Threats To Dangote, Tells Drivers To Ignore Nationwide Strike Notice On Monday


The Petroleum Tanker Drivers (PTD) has ridiculed the Nigeria Union of Petroleum and Natural Gas Workers (NUPENG) over its escalating leadership crisis, and for its lack of coordination and wisdom to peacefully mitigate the cold war between the union and the management of Dangote refinery.
The tanker drivers also called for the immediate arrest of the leaders of NUPENG by law enforcement agents especially the Inspector General of Police and the Director-General of DSS so as to allow peace in the country and make Nigerians embark on their daily and legitimate businesses without any fear or molestation.
They also urged petroleum tanker drivers across the four zones of the country to ignore the nationwide strike notice issued by NUPENG which was scheduled to take effect on Monday, September 8, 2025. The PTD leaders stressed that such insensitive move by NUPENG will cripple the economic activities in the country, impoverish the masses and further cause them more pain, contrary to the sentiments whipped up by the union.
PTD also chided the parent body of unduly meddling in the progress and success of the country’s economic powerhouse, just as it described the leaders as economic saboteurs who have no interest of the country at heart but to continue in the old order of manipulating the system through illegal levies at depots, tank farms, and refineries that are never accounted for under the current leadership.
The tanker drivers also expressed worry over NUPENG’s inability to maintain a cohesive leadership structure, emphasizing that while the Union struggles with factional disputes, Alhaji Aliko Dangote and his business partner, Alhaji Sayyu Idris Dantata of MRS remained focused on revitalising the country’s petroleum industry downstream sector and delivering on President Bola Tinubu’s Renewed Hope Agenda.
In their well detailed observations, PTD also mocked the double standards posture of NUPENG leaders, claiming that the Union was known for waging a vicious war against the Association of Distributors and Transporters of Petroleum Products (ADITOP) and preventing them to run side by side with them (NUPENG) in the petroleum industry ecosystem, saying the union lacks the moral rectitude to accuse Dangote and Dantata of championing monopoly in the petroleum industry.
PTD equally maintained that union membership anywhere in the world is voluntary and that the crisis arising from the plan by the Dangote refinery to import 4,000 compressed natural gas-powered trucks for the direct distribution of fuel to retailers is in good shape and in best interest of the masses.
The tanker drivers however advised the Federal government, the NSA, National Assembly, DSS, Inspector General of Police, NSCDC, and other industry stakeholders not to treat the matter with kid gloves so that NUPENG will not undermine the relative peace and progress the Oil and Gas sector is currently enjoying.
A statement by PTD stakeholders jointly signed by comrades (Alhaji) Tajudeen Abubakar (Kaduna Zone), Chief (Mrs.) Blessing Dafinone (Warri Zone), Comrade Joseph Dagogo-Jack (JP) (Port Harcourt Zone) and Comrade Kolade Fadahunsi-Ojelabi (Lagos Zone), reads in parts:
“This is a clarion call to all Petroleum Tanker Drivers across Nigeria to please ignore the strike notice issued by NUPENG leadership. The purported notice suggested that the industrial action will take effect on Monday, September 8, 2025, this is obviously insensitive, callous, and unacceptable. How could NUPENG condescend so low like this that they didn’t even dim it necessary to explore any option of negotiation or stakeholders dialogue before arriving at this? This is not only laughable but wicked. A Union is expected to be socially responsible and not pursue selfish gains capable of ruining the socio-economic accomplishments of the country.
“It is no news that the leadership of NUPENG lacks operational and administrative understanding of how the industry works, but we would be glad to educate them that union membership anywhere in the world is voluntary and that the crisis arising from the plan by the Dangote refinery to import 4,000 compressed natural gas-powered trucks for the direct distribution of fuel to retailers is in good shape and in best interest of the masses. Negotiations and symbiotic relationship cannot be reached through violence, threats or arrogance, Nigeria is governed under constitutional democracy, these union leaders should note that very carefully.
“This is the same NUPENG that has created protracted internal crisis within its rank that is calling Alhaji Aliko Dangote and Alhaji Sayyu Idris Dantata names, infact these businessmen should sue them for libel and defamation. This also show lack of decorum, and rascally behaviour of today’s leaders in NUPENG, they don’t think or make legal consultations before acting on highlighted highly sensitive matters and situations.
“It is also illogical and unreasonable for NUPENG to accuse Dangote and Dantata of promoting monopoly in the industry while they, in their double standards have been at loggerheads with the Association of Distributors and Transporters of Petroleum Products (ADITOP) and preventing them from running their affairs side by side with them in the petroleum industry ecosystem. This is crass irresponsibility from a union that lacks integrity.
“Can any sane human being call NUPENG President Williams Akporeha, General Secretary Afolabi Olawale, and the National Trustee Otunba Salimon Akanni Oladiti Saints? Under their watch the once respected union is now a shadow of its former self. These individuals further put themselves into an imperceptible ridicule and shame by saying Dangote is involved in anti-union activities. They should have gone ahead to issue suspensions to Dangote Refinery and MRS as they did to Comrade Lucky Osesua and his supporters, and most recently to Comrade Alex Agwanwor and others too.
“These set of NUPENG leaders have used the instruments of their offices to unlawfully bully, intimidate, victimize and harass both members and staff of the union in all the four zones in Nigeria to an extremely high and embarrassing level, to the extent that in the eyes of the public, NUPENG is now being subjected to shame, total disgrace, and has become a laughing stock to the rest of the world especially the Ministry of Labour and Employment, Industrial Courts, ILO, IndustriALL and so on.
“Afolabi and Akporeha’s consistent mistreatment of staff and members across the zones have regrettably led to significant psychological distress for the targeted individuals. It’s a heartbreaking reality, but many people feel conquered, helpless, and powerless when confronted with these abnormalities in the union. What a shame! while NUPENG struggles with factional disputes at different branches and at the centre, Alhaji Aliko Dangote and his business partner, Alhaji Sayyu Idris Dantata of MRS are firmly focused and revitalising the country’s petroleum industry downstream sector and delivering on President Bola Tinubu’s Renewed Hope Agenda.
“We understand that NUPENG unionised petrol station workers known with the acronym, PSW, meanwhile the tank farm owners pay them heavily at the point of ship discharging products; what is the value added to members from these monies collected especially from the PTD Branch? None! They sit in offices, collect dues and levies in billions, without looking after drivers on wheels. Many of the tanker drivers receive less than 50k in a month as salaries, and in some worse situations, they are still being owed their monthly salaries. When it is time to go for local and international training and seminars, it is the National executives who are in the comfort of their air-conditioned offices that will attend, they consistently deny the main drivers the opportunity to gain knowledge and skills necessary to safely operate the tankers within the framework of minimum safety standards.
“PTD under the current leadership of NUPENG, has failed serially to support the clamping down on criminal elements who had developed a penchant for illegal oil bunkering and other unlawful activities that promote economic sabotage in the country. Similarly, they lack the capacity and wisdom to put necessary measures in place to curb products shortage and stealing, which have ruined businesses of many Petroleum marketers. Tanker drivers have suffered incessant harassment and bullying of its members from several state and non-state actors, NUPENG cannot find any solution to these and many other burning issues. They have also failed to foster industrial peace and harmony. All these make us laugh when we now see Afolabi and Williams calling hard working and law-abiding Nigerians like Dangote and Dantata unprintable names. We sincerely advice Dangote and Dantata to sue NUPENG for libel or defamation.
“It is really heartbreaking to see that NUPENG has recorded the highest number of lawsuits, with an average of 50 cases, many of which were filed by former staff, expelled, or suspended members of the union. Infact the judiciary is even tired of their approach to many of the cases and worst still the union has been reprimanded several times and slammed with contempt charges, fines and retribution.
“NUPENG in their statement claimed they will mobilize forces, which forces are they going to mobilize? Their stooges and surrogates? The forces they could have mobilized are the ones they unlawfully pushed aside and thought they could do without. In reality the likes of Comrades Lucky Etuokwu, Lucky Osesua, Dayyabu Garga; Peter Muodobelu, Humble Obinna Power; Akinolu Olabisi; Godwin Nwaka; Tiamiu Sikiru Ojo; Abdulmumuni Shaibu, Sylvanus Idanwekhai, Sunday Ezeocha, Osamuyi Osahon, and others remain the best hands that can shape the future of PTD & NUPENG and sustain industrial harmony amongst industry stakeholders for the greater good of Nigeria, socio-economically.
“Honestly Dangote and Sayyu should be commended by Nigerians for providing jobs and breaking the long existing monopoly in the Nigeria’s petroleum industry value chain and for the courage of giving drivers on wheels their place of pride and bringing dignity to the industry.
“We therefore use this rare opportunity to humbly advise the Federal government, NSA, National Assembly, DSS, Inspector General of Police, NSCDC, and other industry stakeholders to call for the immediate arrest of leaders of NUPENG especially the President and the General in order to prevent them from setting the country on fire at a time Nigeria is experiencing relative peace in the oil and gas sector. Enough of NUPENG highhandedness, no union is bigger than the extant laws and constitution of the Federal Republic of Nigeria. NUPENG has failed its members and should never be allowed to destroy Nigeria and its economic activities”, the statement concluded.
Energy
Nigeria Loses Billions to Gas Flaring: Expert Urges Adoption of Global Best Practices


Nigeria continues to grapple with the economic, environmental, and social costs of gas flaring despite its status as one of Africa’s top producers of natural gas.
Recent data reveals that in 2024 alone, the country flared natural gas valued at $1.05 billion, equivalent to electricity generation potential of 30.1 thousand GigaWatt hours, enough to drastically reduce the nation’s chronic power shortages.
The penalties associated with gas flaring, estimated at $602 million, remain largely unenforced, raising concerns about regulatory weakness and ineffective oversight.
The Nigerian government has introduced several policies, including the Petroleum Industry Act (PIA) and the Gas Flaring, Venting & Methane Emissions (Prevention of Waste and Pollution) Regulations, 2023, aimed at tackling this menace. Additionally, the Nigerian Gas Flare Commercialization Project (NGFCP) was launched as a market-based solution to allocate flared gas to third-party investors for industrial and power sector use. Yet, implementation challenges have stifled progress.
In an exclusive commentary on the issue, Dr. Saheed Abudu, a researcher and lawyer specializing in Energy and Natural Resources Law and International Investment Law, and former researcher at the Tulane Center for Energy Law, described gas flaring as a symptom of Nigeria’s regulatory inertia. “If Nigeria is to truly end this wasteful practice, it must look beyond its borders and learn from the successful blueprints of other oil and gas powerhouses. The framework of the NGFCP is theoretically sound, but without strong enforcement and political determination, it risks becoming another unfulfilled policy,” Dr. Abudu said.
He noted that the persistent lack of political will, overreliance on International Oil Companies (IOCs), and repeated shifting of flare-out deadlines undermine Nigeria’s credibility. “The continuous revisions of flare-out deadlines—from 2025 now extended to 2030—together with the reluctance of producers to pay fines, underscore a regulatory environment that has failed to hold operators accountable. These delays communicate that compliance is optional,” he emphasized.
Dr. Abudu further highlighted deep-rooted institutional problems. “Significant bottlenecks persist, including administrative delays, overlapping regulatory mandates, and above all, resistance from producers who see flare gas utilization as disruptive to their core oil operations. Inadequate infrastructure for gas gathering and distribution compounds the problem, making many flare sites commercially unviable without massive upfront investments,” he explained.
Drawing comparisons with other resource-rich nations, Dr. Abudu argued that Nigeria must adopt proven strategies. He explained that Norway adopted a top-down approach where no gas utilization plan meant no project approval, and combined this with a stringent carbon tax that forced companies to innovate and invest in capture technologies. Saudi Arabia, through its state-owned oil giant Saudi Aramco, pursued a national strategy that treated gas as a resource, not waste. With a master gas gathering plan and billions invested in infrastructure, flaring was phased out, reflecting the level of corporate-level commitment Nigeria has lacked. Angola, he added, offers the most relevant case for Nigeria. After decades of flaring, Angola rolled out its National Gas Master Plan, partnered with international investors, and, with World Bank support, built the infrastructure needed to monetize gas. Their progress, he said, proves that resource stewardship is possible with political will and foreign partnerships.
Dr. Abudu outlined a roadmap Nigeria could adopt to reverse its losses and position itself as a competitive gas economy. “Nigeria must transition to stricter enforcement of regulations, making flare penalties genuinely punitive rather than symbolic. No new oil project should proceed without a credible gas utilization plan. The government must also act as a catalyst, as Angola did, by incentivizing investment in gas infrastructure and ensuring that producers cannot simply evade their obligations,” he stressed.
He added that empowering third-party investors to participate in gas commercialization is key, but this requires deliberate policies to strengthen the domestic gas market. “The government must make the Nigerian gas market more competitive and attractive for investors. Incentives, security of investments, and legal certainty are crucial. Without these, potential investors will continue to shy away, leaving the problem unresolved,” he said.
Experts agree that ending gas flaring is not just about environmental sustainability but also about unlocking economic potential. If properly harnessed, flared gas could power industries, create jobs, and generate billions in revenue. Dr. Abudu concluded with a stark warning: “The flames burning across the Niger Delta are not merely an environmental hazard; they represent wasted economic opportunities and human development potential. Nigeria cannot afford to treat gas flaring as business as usual. It must move from rhetoric to decisive action.”
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