Adedapo Adesanya
By Adedapo Adesanya
The reported deal between Oando Plc and Italian giant, Eni, may hit a regulatory hurdle as the Nigerian National Petroleum Company Limited (NNPCL) said it is yet to confirm the authenticity of the agreement for the acquisition of Nigerian Agip Oil Company Limited (NAOC) assets.
This was contained in a letter reference E&P/MD/0523 dated September 4, addressed to the Managing Director, Nigerian Agip Oil Company Limited, and signed by the Managing Director, NNPC Exploration and Production Limited (NEPL), Mr Ali Zarah.
The NNPC letter reads: “Our attention has been drawn to various reports circulating on different media platforms in relation to an alleged divestment of NAOC’s participating interest in OMLs 60, 61, 62 and 63 to Oando Oil Limited (OOL).
“A duly signed press statement allegedly emanating from OOL dated 4 September 2023 affirms the fact that NAOC has assigned its entire twenty (20) per cent participating interest in the said OMLs to OOL.
“Whilst we are yet to confirm the authenticity of the said divestment, we would like to note that the purported assignment, if true, would have the following far-reaching contractual/legal implications in relation to the Joint Operating Agreement (JOA) dated July 1991 governing the operations of the NAOC/NEPL/OOL Joint Venture.”
The letter explained that clause 19.1.1 of the J0A provides that “No party may assign or transfer its interest or any part thereof without the prior written consent of the other parties, which consent shall not be unreasonably withheld.”
By virtue of this provision, it said, a party seeking to transfer part or the whole of its participating interest in the Joint Venture is obligated to seek the prior written consent of the other parties.
In this instance, it said, NAOC did not inform NEPL of any proposed assignment of its participating interest to OOL or any other party neither did NAOC seek and obtain the mandatory pre-divestment written consent and approval from NEPL in accordance with Clause 19.1.1. of the JOA.
“It is imperative for you to note that failure to obtain NEPL’S prior written consent and approval with regard to the alleged transfer of your interests in the joint assets constitutes a grave breach of the terms of the JOA and NEPL reserves its rights in relation to the said breach-including NEPL’s entitlement to invalidate the purported assignment to OOL,” it said.
It noted that under the terms of the JOA, assignment of interest has implications on the transfer of operatorship.
“Clause 24.1(i)(c) of the JOA provides that the operator shall cease to be the operator and shall be removed by the Non-operators if the operator assigns or otherwise disposes of, other than to an affiliate, all its participating interest.”
Furthermore, it said, Clause 2.6.1 provides that in the event of cessation of operatorship arising from the above circumstance, the parties shall appoint one of the Non-operators as successor operator.
“We have highlighted the above provisions of the JOA to underscore the point that the purported assignment, even if valid should by no means translate to transfer of operatorship to OOL If NAOCs divestment turns out to be valid, it will become incumbent on NEPL and OOL to decide on a successor operator.
“Please note that as holders of sixty (60) per cent participating interest in the NEPL/NAOC/OOL JV, we are indeed concerned that the entire purported assignment was executed without due compliance with the terms of the JOA.
“We expect that all parties to the JOA will observe and comply with the terms of the JOA.
“In view of the foregoing, we request NAOC’s confirmation to NEPL the authenticity or otherwise of the reported divestment to enable us to determine our next steps with regard to the management/operations of the assets,” the letter reads.
Business Post had reported that the agreement between companies is expected to clear the way for Oando to acquire 100 per cent of the shares of NAOC, which has interests in four onshore blocks and two onshore exploration leases in the country.
