NUPRC Approves TotalEnergies’ $510m Deal with Shell, Agip

The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has approved a Sales Purchase Agreement (SPA) between TotalEnergies Exploration and Production Nigeria Limited and Shell Nigeria Exploration and Production Company (SNEPco) and Nigerian Agip Exploration Limited (NAE).

In the deal, TotalEnergies is to assign its 12.5 per cent contractor interest in Oil Mining Lease (OML) 118 to SNEPco and Agip.

Details of the agreement show that SNEPco will acquire 10 per cent of TotalEnergies’ stake at a cost of $408 million while Agip will buy the remaining 2.5 per cent at $102 million.

In a statement on Thursday, September 25, 2025, the NUPRC said that in line with provisions of Section 95 of the Petroleum Industry Act 2021, it carried out due diligence on SNEPco and Agip to ascertain their financial capacity and technical competence to acquire the stakes.

“SNEPco and NAE have demonstrated both technical and managerial competence to optimally contribute to the upstream operations (explore, develop and produce) in OML 118. They already maintain a participating interest in the asset.

“Based on the presentations and documents submitted, there is clear evidence that they have access to funding to meet their financial obligations,” the Commission said.

The OML 118 hosts the offshore Bonga oilfield operated by Shell. The deal increases Shell’s stake in the Bonga field to 67.5 per cent reflecting its increasing interest in offshore operation in Nigeria.

The NUPRC further stated that TotalEnergies, a committed operator in Nigeria’s vibrant upstream sector, had also paid the statutory application fee for the deal.

The Commission noted that SNEPCO and NAE will bear the decommissioning and abandonment liabilities owed by TotalEnergies to the Federal Government of Nigeria with respect to the divested interest.

The upstream regulator explained that the divestment is subject to a ministerial consent in accordance with Sections 95(1), (2), (7), (11) and 12 of the Petroleum Industry Act, 2021.

The Commission said it expects SNEPco and NAE to pay 5 per cent and 2 per cent respectively of the transaction purse on the total value of $510 million as premium on ministerial consent and processing fees.

“The assignees are also to give an undertaking in favour of the Commission that they will bear all the decommissioning and abandonment liabilities and the host community liabilities owed by TotalEnergies,” the statement added.

The approval of the deal comes a few days after the upstream regulator announced that it had withdrawn approval for TotalEnergies to sell minority stake in Shell Petroleum Development Company’s offshore field to Chappal Energies, a Mauritius-based energy company.

The French oil major had in July 2024, agreed to sell its 10 per cent stake in SPDC amid ongoing trend of divestments of onshore oil assets by international oil companies.

However, the regulatory approval for the sale worth about $860 million, granted in October 2024, has been withdrawn. NUPRC cited the inability of the two parties in the deal to meet their financial commitments required to complete it as reason for the withdrawal of consent.

NUPRC spokesperson, Eniola Akinkuotu said both failed to meet their financial commitments despite repeated extension of deadlines.

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Victor EZEJA

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Victor Ezeja is a passionate journalist, scholar and analyst of socioeconomic issues in Nigeria and Africa. He is skilled in energy reporting, business and economy, and holds a master's degree in Mass Communication. He can be reached via @VICTOREZEJA on X