The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has officially approved TotalEnergies Exploration and Production Nigeria Limited’s divestment of its 12.5% contractor interest in Oil Mining Lease (OML) 118, a strategic deepwater asset that includes the prolific Bonga field.
In a statement released Thursday, the NUPRC confirmed that it had conducted thorough due diligence on both Shell Nigeria Exploration and Production Company (SNEPco) for $408 million, while Nigerian Agip Exploration Limited (NAE), in accordance with Section 95 of the Petroleum Industry Act (PIA) 2021.
Under the terms of the $510 million Sales Purchase Agreement (SPA), TotalEnergies will transfer 10% of its stake to SNEPco for $408 million, while Agip will acquire the remaining 2.5% for $102 million.
The Commission affirmed that both companies demonstrated the technical and managerial capacity to enhance upstream operations in OML 118, where they already hold participating interests.
“Based on the presentations and documents submitted, there is clear evidence that they have access to funding to meet their financial obligations,” the Commission stated.
Liabilities and ministerial consent
As part of the divestment conditions, SNEPco and NAE will assume all decommissioning, abandonment, and host community liabilities previously held by TotalEnergies.
The transaction remains subject to ministerial consent, as stipulated in Sections 95(1), (2), (7), (11), and (12) of the PIA.
The Commission also disclosed that TotalEnergies has fulfilled its statutory obligations, including the payment of the application fee.
Meanwhile, SNEPco and NAE are expected to remit 5% and 2% respectively of the total transaction value as premiums for ministerial consent and processing fees.
The approval comes just days after NUPRC withdrew its approval from TotalEnergies’ $860 million divestment transaction with Chappal Energies.
The deal, which involved the sale of a 10% stake in SPDC, fell through because the parties failed to meet their financial obligations.
“The ministerial consent was accompanied by certain financial obligations to the Nigerian people with strict deadlines. However, both parties failed to meet their financial commitments after repeated extensions, forcing the commission to cancel the deal,” said NUPRC spokesperson Eniola Akinkuoto.
What does this mean for Shell?
Shell first announced the plan to buy the 12.5% Bonga stake in May, with the company saying the transaction could close by the end of 2025.
When eventually finalised, the acquisition will increase Shell’s ownership in the field to 67.5% from the present 55%.
This will reinforce the British company’s stake in the OML 118 Production Sharing Contract (PSC) covering the Bonga offshore field.
In 2024, the block’s operators approved an extension of the field—known as Bonga North—which would be developed as a subsea tie-back, adding 110,000 barrels of oil equivalent per day.
The $5 billion project’s first oil is scheduled for the end of the decade, supporting the Bonga Main which produces an average of about 200,000 barrels per day.
Other stakeholders in the Bonga oilfield include ExxonMobil (20%) and Agip (12.5%), whose stake would now rise to 14.5% with this new deal.
