. NUPRC Confirms Platforms Africa Exclusive, writes ExxonMobil to veto deals + word-for-word content of the letter
. Real reason Buhari declined Ministerial Consent, ordered all parties in the transaction to revert status quo
. The NNPC right of first refusal that made the deal to hit the rock
. How Platforms Africa broke news in a world-class exclusive over two months ago
Nigeria’s President Muhammadu Buhari has declined Ministerial consent for ExxonMobil’s $1.6bn assets’ sale to Seplat, Platforms Africa reports authoritatively.
Buhari, the substantive minister of Petroleum Resources, this reputable media group gathered exclusively, conveyed his stand through a letter dated May 16, 2022, by the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) to ExxonMobil.
The party in the sale have earlier sought the ministerial consent, a statutory requirement for the deal, which the Nigerian National Petroleum Company (NNPC) Limited objected to, insisting on exercise of its right of first refusal.
Confirming Platforms Africa’s exclusive story published over two months ago, NUPRC on Monday wrote NNPC and ExxonMobil in which it vetoed the deals asking all parties in the transaction to revert to status quo.
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The letter reads; “NUPRC letter to MPN dated 16TH May 2022 conveys HMPR refusal to grant Ministerial Consent, contents of which are detailed as follows :
“In a letter dated 30th March 2022 to NUPRC, MPN conveyed its aspiration to secure Ministerial Consent on the following grounds :
Divesting party is Exxon Mobil Delaware Holdings which retains shares MPN; thus, implying that the deal will involve a share transfer from EMD to Seplat, both of which are not parties to the existing JOA dated 29th June, 1990.
The party recognized in the JOA remains MPN, which shall subsist as corporate entity, albeit with different shareholders.
Based on “a” above, the provisions of the JOA calling for a waiver of NNPC’s pre-emptive rights prior to proceeding with the divestment is null and void.
“In a letter dated 11th March, 2022, Seplat wrote to the HMPR (State) requesting Ministerial consent in line with the provisions of the SPA, in tandem with relevant sections of the Petroleum Regulations 1969 As Amended.
“The letter in “2” above was routed to NUPRC by HMPR (State) citing procedural error.
“NUPRC’s position is that all correspondence involving divestments must be with the Assignor until the said assignment/lease is transferred to the Assignee.
NUPRC further cites paragraphs 3.1 and 3.1.1 and 4 of the Petroleum Regulations 1969 As Amended as the basis for declining the request for Consent.
“In addition to “5” above, NUPRC explicitly states that the Federal Government reserves the right to decline the request for Ministerial Consent “Under the Compass of National Interest.”
“The summary of the aforesaid is that based on yesterday’s developments/correspondence the deal between MPN and Seplat has been vetoed by NUPRC, which essentially reverts all parties to the transaction back to status quo.”
Platforms Africa had in an exclsuive story lifted by foreign and local media reported that the Nigerian National Petroleum Company Ltd (NNPC) has notified Mobil Producing Nigeria Unlimited of its intention to exercise a Right of Pre-emption on ExxonMobil’s planned sale of its entire asset in Nigeria’s onshore and shallow waters.
The exclusive story, which again showed Platforms Africa’s class in investigative journalism was published over two months ago precisely on March 3, 2022.
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Recall ExxonMobil and SEPLAT Energy recently announced a Sales Agreement for SEPLAT to purchase ExxonMobil’s complete shares in MPNU, subject to regulatory approval.
NNPC’s decision effectively means the Sales Agreement between SEPLAT and ExxonMobil has hit the rocks. This was responsible for President Buhari’s decline of ministerial assent to the deal.
Platforms Africa gathered exclusively from industry sources that the state-owned oil firm, which is the major shareholder in the Joint Ventures with ExxonMobil, exercised its right of first refusal on the assets as part of a new era which will focus solely on building the long term profitability of the NNPC Ltd.
The Mele Kyari-led company, this reputable media group can report on good authority, has formerly conveyed its decision to exercise its rights and match any offer by interested parties for the assets following ExxonMobil decision to receive bids for their share of the JV. Seplat Energy subsequently put forward a winning bid for the assets and reached an Agreement with ExxonMobil.

Right of pre-emption is a legal right to parties in a joint venture to be the first to be considered for any planned sale or takeover of assets in the JVs if either parties choose to trade them off.
In an earlier letter sighted by Platforms Africa, signed by Group Managing Director, Mele Kyari, and addressed to ExxonMobil, the NNPC reiterated its resolve to take over the ExxonMobil’s share of the assets.
Stating that it has written to say that “we are aware that you reached an agreement to divest from onshore and shallow waters JVs,” the NNPC stated “clearly that we are interested.”
Announcing the agreement, ExxonMobil has earlier said that the deals were subject to approval and the new position of the NNPC, meaning that the whole process of sale and purchase agreement between ExxonMobil and Seplat Energy has to be discontinued.
“We are aware that you reached an agreement to divest from onshore and shallow waters JVs,” the NNPC said in the letter, stating “clearly we are interested.”
In addition, the NNPC, further checks by Platforms Africa showed, would be required by terms of the joint venture JOA, to fully match the offer of the winning bid.
Seplat Energy, the company that made the winning bid, was reported by Platforms Africa to have said it staked $1.583 billion for the deals to acquire the entire share capital of MPNU plus contingent consideration, noting that the asset transfer will wait for minister’s assent.
This means that the state owned oil firm must not, based on its exercise of right of first refusal, pay below the $1.583 billion mark.
NNPC also reiterates in the letter that it has already transformed from being a corporation to being a profit driven company and that it now has the capacity to buyover the share of ExxonMobil in the Joint ventures.
The letter sighted by Platforms Africa, however, was not explicit on whether the stake would be acquired by NNPC and ŕesold or be operated by the company in the nearest future.
Recall the NNPC recently announced a funding agreement with AFREXIM for up to $5 billion dollars to grow its investment in new and existing Upstream assets.
Thus this development further demonstrates the company’s resolve to position for long term growth.