NUPRC Approves $510 Million Divestment of TotalEnergies’ 12.5% OML 118 Stake to SNEPCo, NAE

The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has approved the $510 million divestment of TotalEnergies Exploration and Production Nigeria Limited’s 12.5 percent contractor interest in Oil Mining Lease (OML) 118 to Shell Nigeria Exploration and Production Company (SNEPCo) and Nigerian Agip Exploration Limited (NAE).

Under the terms of the Sales and Purchase Agreement (SPA), TotalEnergies will transfer 10 percent to SNEPCo for $408 million, while NAE will acquire 2.5 percent for $102 million.

The transaction remains subject to ministerial consent in line with the provisions of the Petroleum Industry Act (PIA) 2021.

NUPRC stated that it conducted due diligence in compliance with Section 95 of the PIA to verify the financial and technical capacity of the assignees.

The Commission confirmed that both SNEPCo and NAE possess the expertise and resources to sustain exploration, development, and production in OML 118, where they already hold participatory interests.

As part of the approval, SNEPCo and NAE will assume TotalEnergies’ decommissioning, abandonment, and host community obligations on the divested stake.

The Commission noted that this shields the Federal Government from residual liabilities associated with the asset.

In addition, the companies are required to pay five percent and two percent respectively of the transaction value as premiums for ministerial consent and processing fees.

The approval comes shortly after the withdrawal of an earlier consent to a proposed divestment involving TotalEnergies and Chappal Energies, which stalled over poor consummation despite receiving ministerial approval in October 2024.

NUPRC described the OML 118 approval as part of its commitment to enforcing transparency, accountability, and strict adherence to the PIA in oil asset transfers.

The Commission also highlighted the ongoing restructuring of Nigeria’s upstream sector as International Oil Companies (IOCs) continue to divest onshore and shallow-water assets while consolidating their deepwater portfolios.

OML 118 remains one of Nigeria’s key deepwater assets, and the latest transaction reinforces the stakes of both SNEPCo and NAE in its long-term development.