Wednesday, May 8, 2013

Transfer of Shell's Stake in OMLs: The Facts of the Matter

 Transfer of Shell's Stake in OMLs: The Facts of the Matter ~ Victor Nwachukwu When some representatives of five Oil Communities in Delta State travelled all the way to the National Assembly complex in Abuja late last month, they somehow succeeded in giving life to the over flogged issue of the transfer of Shell shares in some onshore blocks.

 The issue of operatorship of the oil blocks in which Shell relinquished its stake is perhaps the most explained issue in the Nigerian oil industry in recent times. Yet, anytime it comes up, it is packaged to raise storm to obfuscate true motives.

For the Nigerian Petroleum Development Company Limited (NPDC), the divestment of Shell’s interest in some onshore oil fields was an opportunity for further growth: the operatorship of those fields had to change.

Shell is the operator of the Nigerian National Petroleum Corporation (55per cent); Shell (30per cent); Total Exploration Nigeria Limited (10per cent); and Nigeria Agip Oil Company (5per cent) joint venture, otherwise called The Shell Petroleum Development Company of Nigeria.

First, Shell sold its stake in Oil Mining Leases (OMLs) 4, 38 and 41 last year to the Seplat Consortium.

 Similar divestment plans, freed the operatorship of OMLs 30, 34, 40 and 42. Shell, in conjunction with its multinational oil partners, tendered their 45 percent stake in the four oil fields for sale to interested oil companies under a strategy to downsize its onshore operations in the Niger Delta.

But in this case, the Nigerian National Petroleum Corporation (NNPC) decided to exercise its right to operate the blocks. Clause 2.6.2 of the JOA states that in the event of assignment, one of the non-operators in the JV shall become the successor operator, which in this case, is NNPC. The corporation automatically transferred the fields’ operatorship to its production subsidiary – a growth opportunity.

Following insinuations, partly fuelled by some people who wished for the operatorship of the fields, the Honourable Minister of Petroleum Resources, Mrs. Diezani Alison-Madueke had repeatedly explained the issues, at length, in various interviews.

Eager to ensure that NPDC grows quickly to join the ranks of major national oil companies, the Ministry and the NNPC had developed a strategic growth plan for the subsidiary.

The Minister said, “according to the growth plan, if we followed it, in terms of moving assets or assigning certain assets to NPDC over the next four years or so, by 2015, NPDC should move from a company that was producing approximately 40,000 barrels when we came in last year per day to one that will be producing about 265,000 barrels per day. At which point they would be able to rub shoulders with the Petrobrases and Petronases of this world and that is critical for the country”.

 And there was a precedence to follow: “the first issue I had was with OML 119, for which NPDC has a service management contract with Agip and a Nigerian indigenous partner. But they now wanted to actually take the block from NPDC, compelling us to go through all kind of issues, and finally, with the support of Mr. President (Goodluck Jonathan), I was able to resolve the issues pertaining to OML 119 for NPDC. And because of it, NPDC has gone from 40,000 barrels per day to a company that is producing almost 100,000 barrels a day. So we looked at others blocks and of course the Seplat-Shell issue had already come up. So, we quickly looked at OMLs 4, 38 and 41, and again there was the choice for us to assign (NNPC’s stake) to NPDC.”

 She continued with the case of the other blocks: “It is for this reason that some of these other blocks - OMLs 30, 42, 40 and 34 - that Shell and its partners are selling were included in the NPDC growth plan just for the main reason of growing NPDC because we consider them national security and economic risks….”

 The minister gave additional reasons for transferring NNPC’s stake in the joint venture to NPDC. She said: “Besides, for two of the blocks - OMLs 30 and 34 - before they even started bidding, we looked at both blocks and we realised that they are contiguous and our entire gas supply sources in Utorogu and Ughelli are all there. Some 600 billion cubic feet of gas resides there alone and by 2014 latest we should be producing 600 million standard cubic feet per day…….”

But during the protest by the communities at the National Assembly, they alleged that the minister had secretly transferred production rights in four large oil blocks (OMLs 26, 30, 34, and 42) to Atlantic Energy Drilling Concept Limited. In their petition, the communities alleged that there was “deliberate exclusion of indigenous rights to preemption and/ or first refusal and breach of open and competitive bidding on the four oil blocks.”
They demanded an outright cancellation of “the on-going hand-over of OML 4, 26, 30, 34, 38, 41 and 42 to Atlantic Energy and Septa Energy” and that the deal “be put on hold pending the determination of the issues raised in the petition.”

The alleged transfer of the production rights four OMLs to Atlantic Energy, which seems to be the basic assumption for the entire group’s other allegations, is flawed. The petitioners also alleged that “by such transfer, 60% ownership of Nigerian Petroleum Development Company’s 55% equity interest in the affected OMLs are transferred to Atlantic Energy Drilling Concept”.
But as the Petroleum Minister did over a year ago, the NNPC has cleared the obvious misunderstanding on the issue in response to the Senate, which is investigating the claims. The OMLs have not been transferred to Atlantic Energy. NPDC produces the OMLs in which companies, other than Atlantic Energy, own stakes, having taken over from Shell.

 The role of Atlantic Energy in the divestment issue is just the provision of funding, which both NNPC and NPDC have explained. According to the NNPC: “The Strategic Alliance Agreement entered into between Nigerian Petroleum Development Company Limited and Atlantic Energy Drilling Concept Limited was not a divestment of Assets nor transfer of Operatorship but simply an alternative funding agreement in order to meet the Nigerian Petroleum Development Company Limited’s cash call obligations in the affected OMLs.

 “Unlike the divestment of the private equity owners’ (The Shell Petroleum Development Company Limited, Total E&P Nigeria Limited and Nigerian Agip Oil Company Limited equity interest to ND Western Nigeria Limited and Shoreline Nigeria Limited) in which the entire 45% equity interest in the affected OMLs were divested, the Strategic Alliance Agreement simply creates an obligation for Atlantic Energy Drilling Concept Limited to provide funding for the development of these assets as opposed to acquisition of equity interest in the block.
 “It is instructive to note that the Nigerian Petroleum Development Company Limited is the Operator and still owns its 55% interest in OMLs. The Company has not divested any of its interest in the OMLs as erroneously alleged by the Petitioners. This can be easily discerned from the Strategic Alliance Agreement attached to the petition”.
And the NPDC explained: “The fact of the matter is that Atlantic Energy Drilling Company was never assigned such equity. The 55% equity interest in those blocks were assigned to NPDC, which is our National Oil Company and is an exploration and production (E&P) subsidiary of NNPC.

 “In line with the governing provision regulating divestment or transfer of participatory interest in any oil block, the Honorable Minister after due consideration, approved the assignment of NNPC’s interest to NPDC.

 “Needless to say, the Honorable Minister’s action is within the scope of her statutory oversight responsibility and in essence for the greater benefit of the nation. We must also point out that NPDC, as a subsidiary of NNPC, is as indigenous as any community can claim to be and represents a much wider scope of indigenous rights than the Delta State Oil Producing Communities”.

On the issue of the Strategic Alliance Agreement, the NNPC pointed out that there was never a breach of due process. The Corporation said the agreement neither violated the public procurement act nor oil industry guidelines.

 “We are very mindful of the objectives of the Bureau for Public Procurement and the scope of application of the Public Procurement Act and we wish to state that the Strategic Alliance Agreement entered into with the Atlantic Energy Drilling Concept Limited does not fall within the purview of the Public Procurement Act. The Nigerian Petroleum Development Company Limited is by the Strategic Alliance Agreement receiving funds from Atlantic Energy Drilling Concept Limited to finance its 55% equity interest in the affected OMLs and not the procurement of goods, works or services as contemplated under the Public Procurement Act. Therefore, it is absurd to suggest that the Strategic Alliance Agreement is in contravention of the Procurement Act,” NNPC stated.

 It is understandable that with the change of operator-ship of the OMLs under discussion, community relations strategies and the expectations of the communities may have changed, but we should not be unmindful of the overall benefits of NPDC’s operator-ship of the fields to the country.

Latest figures from the company show that production has grown from 60,000 bbl/day to 138,000 bbl/day. Currently, NPDC is the major gas supplier to the domestic market in the western Niger Delta with over 450 mmscf/day which will further increase to over 550 mmscf/d by the end of 2013.

Ultimately, a National Oil company, the size of Petrobras, Saudi Aramco or Petronas will be an achievement of national pride, with immense socioeconomic benefits.

 · Victor Nwachukwu is a retired oil and gas executive.

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