NNPC Reforms: Will Refinery Restructuring Delay Capital Market Listing?

At a recent meeting with the board and management of the Nigerian Exchange Group (NGX) on August 7, President Bola Tinubu promised that the Nigerian National Petroleum Company Limited (NNPC) would be reformed and listed on the Nigerian Exchange, reviving decade-old talks about taking the national oil company to the capital market. 

For years, the prospect of the NNPC making its debut on the capital market has been presented as one of the most important tests of the country’s commitment to reforming its oil and gas industry.

“We can refine and do NNPC reform to the extent that one day the totality of it, not just the arms and legs, the totality of it will be listed,” Tinubu stated.

The idea of listing NNPC is not new, as government policy papers have floated the concept as far back as 2016. However, this was given a legal framework through the Petroleum Industry Act (PIA) of 2021, which transformed the old Nigerian National Petroleum Corporation from a government-owned corporation into a commercially oriented limited liability company, raising expectations that the national oil company would eventually operate with the governance standards, financial transparency and market discipline associated with publicly listed companies.

Since 2021, NNPC Limited has periodically signalled it was inching toward an Initial Public Offering (IPO). In March last year, the company said it had begun what it called an “IPO Beauty Parade,” lining up advisers and testing compliance with capital market rules.

On July 12, the NNPC Group Chief Executive Officer, Engr Bayo Ojulari, said the company plans to be listed on the stock exchange by 2028.

“With collaboration from our industry players, we will be the catalyst in the transformation of the national oil company to a limited liability company,” the NNPC GCEO had said.

“…we have a roadmap to be listed by 2028.”

But just as the conversation around NNPC’s long-awaited initial public offering appeared to be gathering momentum, fresh concerns have emerged over the Federal Government’s proposed restructuring of the company’s refinery business.

Despite calls by experts and industry stakeholders for the Nigerian government to privatise the state-owned refineries and end decades of wastage on rehabilitation and turnaround maintenance activities that yielded no significant results, President Bola Tinubu recently pledged his administration’s commitment to reviving the facilities.

At a meeting with the National Executive of the Nigerian Union of Petroleum and Natural Gas Workers (NUPENG) at the State House on August 13, the president assured that the refineries in Port Harcourt, Warri and Kaduna, managed by the NNPC, will be comprehensively rehabilitated and restreamed to operate on a technically and commercially sustainable basis.

At the heart of the debate is a fundamental question: Will another round of reforms, asset restructuring and corporate reorganisation strengthen NNPC’s eventual path to the capital market, or could it further delay a listing that has already taken longer than many stakeholders anticipated?

Analysts observed that President Tinubu’s recent remarks only added presidential weight to that roadmap, but do not shorten it, as nothing in his comments seems to have indicated a firm date, and NNPC’s own executives have continued to describe 2028 as the target — two years away, and contingent on a great deal going right in the meantime.

A Listing Long in the Making

The transition of NNPC into NNPCL under the PIA was designed to mark a decisive departure from the old model of a state-owned corporation dependent on government directives and public funding.

Under the new framework, NNPCL was expected to operate as a commercial entity, compete with private sector players, publish audited financial statements and, ultimately, take steps towards accessing the capital market.

Analysts note that public listing would represent far more than a change in ownership structure. It could potentially expose NNPCL to greater scrutiny from shareholders, regulators, institutional investors and the investing public. It could also provide a new source of capital for investment across the oil, gas and energy value chain. 

Financial experts have averred that for a company with interests stretching from crude oil production and pipeline infrastructure to gas, trading, shipping and refining, the prospect of accessing equity capital could be transformative.

NGX Group’s chief executive, Temi Popoola, said the listing would be a landmark moment for Nigeria’s markets. “An NNPC listing provides an opportunity for Nigerians to own a stake in one of the nation’s most important commercial assets, while bringing the transparency, accountability and market discipline that public markets provide,” Popoola stated during the meeting with Tinubu.

Yet, years after the passage of the PIA, the anticipated listing has remained elusive.

The delay has continued to fuel questions over whether NNPC has completed the institutional, financial and corporate restructuring required to convince investors that it is ready for the disciplines of the capital market.

The latest proposal to reform the country’s refinery assets has added another layer of uncertainty.

Refinery Rehabilitation problem

Nigeria’s four state-owned refineries in Port Harcourt, Warri and Kaduna, with a combined installed capacity of 445,000 barrels per day, have for decades represented one of the most difficult challenges in the country’s petroleum industry.

Despite repeated rehabilitation programmes and billions of dollars committed over the years, the facilities have struggled with prolonged shutdowns, poor capacity utilisation, maintenance challenges and operational inefficiencies. Port Harcourt and Warri refineries restarted production in late 2024 after a rehabilitation project pegged at roughly $897 million.  

Tinubu hailed the successful restart as proof his administration was delivering on a promise to restore the country’s refining assets to working order. The celebration was short-lived. Port Harcourt was shut down again in May 2025, barely six months after its restart, for what NNPC described as planned maintenance and a sustainability review.  Total spending on rehabilitating Port Harcourt and Warri alone has reached an estimated $2.4 billion, on top of hundreds of millions spent on turnaround maintenance in earlier years.

Ojulari has since pursued a different approach to fix the facilities. In April, NNPC signed a memorandum of understanding with two Chinese firms, Sanjiang Chemical Company and Xingcheng Industrial Park, aimed at a technical equity partnership to revive Port Harcourt and Warri refineries. The company has also set — and then reset — deadlines for selecting technical partners for all three plants, targeting mid-2026 to conclude the selection process. 

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Tinubu’s insistence that the refineries would still work comes amid a position maintained by ex-president Olusegun Obasanjo that the facilities would remain moribund under continued government ownership and operations. Obasanjo has continued to argue that the assets would be better managed under a public-private partnership (PPP) arrangement.

Speaking recently, Obasanjo cited the Nigeria Liquefied Natural Gas (NLNG) project as a good example of a working PPP model, where the private sector holds 51 per cent and the Federal Government 49 per cent.   

Also, energy expert and business consultant Dan Kunle aligned with Obasanjo’s position that the Federal Government should privatize the old refineries and stop spending money on rehabilitating them. 

Speaking in an interview on Channels TV, Mr Kunle said successive administrations failed to restore the refineries to operate profitably. He advised that the best thing the current government should do is to privatise the refineries and channel energy towards investing in oil and gas infrastructure, and opening up the upstream for investments to boost production and effectively drive the energy security agenda. 

NNPC Listing will be a Game-changer

Foremost economist and CEO of the Centre for the Promotion of Private Enterprise (CPPE), Dr Muda Yusuf, said NNPC is sitting on the largest assets of the country, which are estimated at over $150 billion. 

According to him, listing the company in the capital market is about “optimizing the country’s assets.”

He said that over the years, the assets have not been properly managed because they were being managed by politicians and bureaucrats.

Dr Yusuf argued that the listing on the capital market would enable NNPC to attract more investors and funding, and optimize those assets. 

Financial analyst, Kalu Aja, described the proposed listing of NNPC on the stock market as a game changer, noting that it would significantly boost the capitalization of NGX.

“It would be a massive inclusion of just that one entity,” Aja stated in an interview on TVC.

He stated that the move, if successful, would boost Nigeria’s GDP, Foreign Direct Investment (FDI) and job creation. 

Investors want clarity

Experts note that investors want clarity in the process. What assets will remain within NNPC Ltd? Which liabilities will be retained? How will refinery debts be treated? Will the facilities operate as independent subsidiaries? Will private investors be brought into the businesses? And how will the value of the refineries be reflected on NNPC Ltd’s balance sheet?

Until such questions are resolved, preparing a coherent investment story for potential shareholders could become more difficult.

Aja warned that all the positive outcomes of the listing on the capital market would only come if the government makes fundamental reforms, such as instituting strong corporate governance.

He pointed out that investors would want the government to adopt the NLNG model to give more control of the entity to the private sector, stressing that such a structure would help boost capital raising to enhance operations of the company for efficiency.

On the size of the NNPC, valued at over $150 billion, Aja said NGX may not be able to absorb all.

He expressed optimism that listing NNPC in the stock market would attract more portfolio investment into the country, but what is needed primarily is clarity on ownership, control and management.

The financial expert also stated that another thing investors would look out for going forward to believe that the government has a credible listing plan is what the authorities are going to do about debts owed to NNPC by the federation – federal, state, and local governments. According to him, the debt reached about N7 trillion in 2024. “So, if I am an investor, I want to see what they are going to do about those debts. Is it now going to be a bond?”  he stated.

He further stated that investors would be keen to see what happens to the refineries; whether they are going to be sold, or NNPC would continue to own and manage them.

“I want to see how they would separate, going forward, the operations of the federal government, state, local government, and the new entity. 

“The IPO pricing and all these other issues, like the valuation size, would depend on how the government cleans up the books of NNPC,’’ he stated.

Some analysts believe that refinery restructuring may actually be necessary before NNPC can successfully approach the capital market.

A public offering requires investors to understand what they are buying. They believe that if NNPC enters the market with refinery assets that continue to generate uncertainty over maintenance costs, debt obligations and commercial sustainability, potential investors may apply a significant discount to the company’s valuation.

From this perspective, separating the refinery business from NNPC’s more profitable upstream, gas and trading operations could improve transparency.

A clearer corporate structure could allow investors to independently assess the value and risks associated with different business segments.

For example, the upstream portfolio may appeal to investors seeking exposure to Nigeria’s oil reserves and production growth, while the gas business could benefit from increasing domestic demand, industrialisation and the global transition towards cleaner fuels.

The refinery business, on the other hand, may require a different investment strategy altogether.

Restructuring could therefore create an opportunity to ring-fence losses, attract strategic partners or transfer operational responsibility to private sector managers with the technical and financial capacity to improve performance.

However, analysts say the problem is that such reforms take time, and capital markets, uncertainty can be expensive.

For investors waiting on the sidelines, and for a capital market eager for one of Nigeria’s most significant potential listings, the difference could determine whether NNPC’s long-promised market debut is finally brought closer—or delayed once again.