NUPRC approves TotalEnergies’ $510m divestment of its 12.5% stake in OML 118 to Shell (SNEPco) and Agip (NAE), pending ministerial consent

The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has approved a Sales Purchase Agreement (SPA) by TotalEnergies Exploration and Production Nigeria Ltd, marking the divestment of its entire 12.5% contractor interest in the prolific Oil Mining Lease (OML) 118 to Shell Nigeria Exploration and Production Company (SNEPco) and Nigerian Agip Exploration Limited (NAE).

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According to a statement released on Thursday by Mr Eniola Akinkuotu, Head of Media and Strategic Communications at the NUPRC, the $510 million transaction is split as follows:

• SNEPco (Shell): 10% interest for $408 million
• NAE (Agip): 2.5% interest for $102 million

The Commission confirmed the transaction was processed in accordance with Section 95 of the Petroleum Industry Act (PIA) 2021, and all regulatory obligations have been met, including the statutory application fee by TotalEnergies.

NUPRC carried out rigorous due diligence on both SNEPco and NAE, verifying their:

1. Financial capacity
2. Technical competence
3. Managerial experience
4. Access to funding

“SNEPco and NAE have demonstrated both technical and managerial competence to optimally contribute to the upstream operations (explore, develop and produce) in OML 118,” the statement read.

A key condition of the approval is that SNEPco and NAE will assume all decommissioning, abandonment, and host community liabilities previously held by TotalEnergies with respect to its divested interest.

The NUPRC stated that the assignees will also pay:

• 5% of the transaction value (by SNEPco)
• 2% of the transaction value (by NAE)

…as premium for ministerial consent and processing fees, in line with Sections 95(1), (2), (7), (11), and (12) of the Petroleum Industry Act.

OML 118 is one of Nigeria’s most lucrative offshore assets, home to the Bonga field, Nigeria’s first deepwater development, and other producing fields.

The asset is operated under a Production Sharing Contract (PSC) structure, with major international oil companies holding various participating interests.

This divestment reshapes the interest structure in OML 118 and is part of TotalEnergies’ broader portfolio optimisation strategy in Nigeria.

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While the NUPRC has issued its regulatory approval, the transaction remains subject to final ministerial consent, as mandated by the Petroleum Industry Act.