…Proposed Cash Acquisition of Mobil Producing Nigeria Unlimited (MPNU) by Seplat Energy Plc (Seplat Energy)
Olushola Okunlade Writes
Seplat Energy Plc, a leading Nigerian energy company listed on the Nigerian Exchange and the London Stock Exchange has announced that it has entered into an agreement to acquire the entire share capital of Mobil Producing Nigeria Unlimited (MPNU) from Exxon Mobil Corporation, Delaware (ExxonMobil).
The completion of the transaction is subject to ministerial consent and other required regulatory approvals.
Transaction Summary
Seplat Energy Offshore Limited, a wholly-owned Nigerian subsidiary of Seplat Energy Plc, has entered into a Sale and Purchase Agreement to acquire the entire share capital of MPNU for a purchase price of $1,283 million-plus up to $300 million contingent consideration, subject to the lockbox, working capital and other adjustments at closing relative to the effective date
The Transaction encompasses the acquisition of the entire offshore shallow water business of ExxonMobil in Nigeria, which is an established, high-quality operation with a highly skilled local operating team and a track record of safe operations, producing 95 kboepd (W.I.) in 2020 (92% liquids)
Transformational Impact
The Transaction will create one of the largest independent energy companies on both the Nigerian and London Stock Exchanges, and bolster Seplat Energy’s ability to drive increased growth, profitability, and overall stakeholder prosperity.
Based on 2020 pro forma working interest volumes for Seplat Energy and MPNU, the transaction delivers:
186% increase in production from 51 kboepd to 146 kboepd o 170% increase in 2P liquids reserves, from 241 MMbbl to 650 MMbbl
14% increase in 2P gas reserves from 1,501 Bscf to 1,712 Bscf, plus significant undeveloped gas potential of 2,910 Bscf (JV: 7,275 Bscf)
89% increase in total 2P reserves from 499 MMboe to 945 MMboe
Includes offshore fields with dedicated, MPNU-operated export routes offering enhanced security and reliability.
Supporting Nigeria’s Energy Transition And Objectives Of The Petroleum Industry Act
This is the first transaction to be announced since the Nigerian Government’s recently ratified Petroleum Industry Act (“PIA”) and supports its key objectives.
Seplat Energy is fully committed to working with the Nigerian Government to bring these strategically important national assets fully into Nigerian ownership alongside NNPC. The development of MPNU’s gas resources will support the Federal Government’s objective to achieve a pragmatic, progressive, and just energy transition for Nigeria.
Details Of The Transaction
Seplat Energy will acquire the entire share capital of MPNU from Exxon Mobil Corporation, Delaware (USA Incorporated), with an effective date of 1 January 2021 for a consideration of $1,283 million, subject to the lockbox, working capital, and other adjustments at closing relative to the effective date.
The Transaction agreement also includes potential additional contingent consideration of up to $300 million in total, payable over the period 1 January 2022 to 31 December 2026, and contingent upon average Brent crude oil prices exceeding $70 per barrel and subject to MPNU’s average working interest production exceeding 60 kboepd (JV: 150 kboepd) in such calendar year.
The consideration implies an attractive EV / 2P metric of $2.9/boe, with significant gas upside potential.
A Strong Operating Portfolio
The MPNU portfolio primarily consists of:
A 40% operating ownership of four oil mining leases (OMLs 67, 68, 70, 104) and associated infrastructure (NNPC is the 60% partner).
The Qua Iboe Terminal, is one of Nigeria’s largest export facilities.
51% interest in Bonny River Terminal and Natural Gas Liquids Recovery Plants at EAP and Oso.
It does not include ExxonMobil’s deepwater assets in Nigeria.
MPNU will operate as a standalone subsidiary of Seplat Energy and upon closing and following receipt of requisite regulatory approvals, Seplat Energy will align MPNU with its overall strategic goals and ESG objectives.
Financing The Transaction
The cash consideration payable under the Transaction will be funded through a combination of existing cash resources and credit facilities of Seplat Energy, a new $550 million senior term loan facility, and a $275 million junior offtake facility.
Global financing syndicate comprising Nigerian and international banks, as well as commodity trading companies.
Contingent payments, if materialized on Brent oil price annual average above $70/bbl, will be funded through a share of net cash flows from operations.
Timetable And Conditions
The Transaction is subject to customary closing conditions for a transaction of this nature, including Ministerial Consent and regulatory approvals from the Nigerian Upstream Petroleum Regulatory Commission and the Nigerian Federal Competition and Consumer Protection Commission.
The Transaction is classified as a reverse takeover for the purposes of UK Listing Rules relating to the Company’s listing on the London Stock Exchange. Upon completion of the Transaction, Seplat Energy will need to re-apply for admission to the Official List. Accordingly, Seplat Energy will prepare a prospectus in respect of Seplat Energy as enlarged by MPNU in connection with the required reapplication for a listing of such shares on the Official List and to trading on the London Stock Exchange’s Main Market for Standard-Listed securities.
Under the Sale and Purchase Agreement, Seplat Energy will pay a deposit of $128 million, which will be applied towards the purchase price on closing. If the transaction does not proceed, the deposit will be repaid to Seplat Energy where the agreement is terminated by Seplat Energy in certain circumstances.
The Transaction will not result in any changes to the Board of Seplat Energy. The Company currently expects the transaction to close in H2 2022.
Dr. Bryant (ABC) Orjiako, Chairman of Seplat Energy, said:
“This is a transformational acquisition for Seplat Energy that strengthens our partnership with the national oil company, the NNPC, and consummates the spirit of the newly enacted PIA.
“As a significantly larger business, with a stronger resource base and greatly enhanced capabilities, we will be better positioned to provide sustainable energy solutions that drive growth and profitability for the benefit of all our stakeholders, particularly our host communities and the wider Nigerian economy.
“We fully support the aims of the Federal Government’s “Decade of Gas”, and this acquisition will accelerate our development of Nigeria’s gas resources to help achieve a just transition for our rapidly growing country.”
Roger Brown, CEO of Seplat Energy, said:
“This transaction underpins Seplat Energy’s drive to be a leader in the growth of the indigenous independent energy sector in Nigeria.
The acquisition is a perfect fit with our strategy to build a sustainable business and deliver energy transition in Nigeria. Our financial strength has enabled us to attract high-quality local and international capital providers to fund this transaction without diluting our existing shareholders and reflects our deliberate approach to capital allocation.
We are determined to drive our growth through the extensive low-cost and low-risk production opportunities it delivers in the near term, whilst also developing longer-term opportunities to monetize our significant gas resources through domestic and export opportunities.
This is a win-win for both companies. Together, we will strengthen our focus on profitability and cash generation to reinvest in Nigeria’s energy development.
MPNU’s employees and contractors have a strong reputation for safety and operational excellence, and I look forward to welcoming them to the Seplat Energy family.”
Dr. Philip Mshelbila, Managing Director and Chief Executive Officer of Nigeria LNG Limited (NLNG) has said Natural gas should and will play a significant role in Africa’s energy mix to meet the demands arising from rapid population growth and economic expansion, as well as the need for affordable access to clean energy and supply security for industrialisation.
Dr. Mshelbila made these remarks during a strategic session at the recently concluded 2023 Gastech Exhibition and Conference in Singapore, where he discussed Africa’s role in increasing supply resilience in the energy transition context. He stated that African gas could enhance global energy security by increasing gas production, ensuring a steady supply source despite rising domestic consumption, and the growth of floating LNG, facilitating the rapid delivery of gas products to the market.
He stressed the necessity of adopting a multi-dimensional approach to the energy transition, considering Africa’s specific context and evolving needs. Dr. Mshelbila pointed out that the continent is already capitalising on opportunities in the energy transition, utilising gas as an evolutionary energy source that offers a cleaner alternative to traditional biomass and coal. He highlighted that transitioning from polluting sources to liquefied petroleum gas (LPG) and compressed natural gas (CNG) can reduce emissions by up to 48%. He cited Nigeria as an example, where the government actively promotes CNG usage in the transportation sector to expand gas utilisation and drive progress across various industries.
Dr. Mshelbila also noted that Africa is maximising opportunities in the growing LNG market, increasing its production capacity to substantially contribute to global supply. He added that Africa is emerging as a critical global gas supply source, with production expected to double, solidifying the continent’s role in global energy security.
“The largest gas markets in Africa remain Algeria and Nigeria, which account for at least 55% of the continent’s gas reserves. However, exciting new gas markets are emerging across the continent, especially in LNG developments in Mozambique, Senegal, the Congo, and Tanzania,” he stated.
Furthermore, Dr. Mshelbila stated that efforts are underway to develop inter-regional gas supply pipelines to facilitate the movement of gas resources from West Africa to North Africa and beyond, promoting intercontinental trade.
Regarding the energy transition, he highlighted Africa’s progress in the field of hydrogen. He said that when produced using Africa’s abundant gas resources in conjunction with renewables, hydrogen can position the continent as a major hydrogen exporter in the near future.
In conclusion, Dr. Mshelbila emphasised that Africa is taking a proactive, region-specific approach that leverages its unique strengths and resources, offering promise for a sustainable energy future and a crucial role in the global energy transition.
The Gastech Exhibition and Conference is a significant platform for professionals in the natural gas, LNG, hydrogen, low-carbon solutions, and climate technologies industries to discuss the latest developments in the sector. NLNG actively participated in strategic leadership sessions and the exhibition.
At the third day of Gastech 2023, senior ministers, business leaders, and global climate specialists reached consensus on the steps required to develop new solutions to reduce carbon emissions and accelerate climate technologies. Participants agreed that globally, a clearer picture of the transformative potential of climate technologies is emerging, with new infrastructure promising to mitigate emissions being brought to market.
Climate technology is a critical component of the world’s decarbonisation efforts and, in recognition of this, Gastech has expanded its 2023 edition to include a dedicated Climatetech exhibition and conference programme, bringing together established energy players, policy analysts, investors, and Big Tech.
The day began with a set of in-depth discussions on carbon capture and storage and its potential to accelerate and transform capabilities at a global scale. According to data from the Global CCS Institute, last year Europe and the US were on track to sequester just 1.5-2.0% of their current emissions by 2030, falling short of what is required by 2035 to meet the 1.5˚C pathway. Throughout the panel, speakers discussed the scale of momentum behind the technology, and the impact that a more favourable regulatory environment would have on the development of the technology.
Speaking on the panel, Paul Everingham, Chief Executive Officer Asia Natural Gas & Energy Association (ANGEA), said: “There will not be an orderly transition in Asia without natural gas and carbon capture. The big challenge, especially for heavy-emitting North Asian countries, is storage. We are going to invest significant funds in doing a detailed study on a framework for the Asia-Pacific region that looks at carbon capture, carbon storage, carbon transport, and carbon pricing. Using that, we can give certainty to financiers and engineers to implement the scheme.”
Laura Leonard, President, Technology Solutions, Worley, commented: “Worley’s mission is to deliver sustainability to the world and carbon capture is a critical part of our path to net zero. Because of that, we are focusing our efforts on enabling carbon capture to become a reality. The good news is that the technology is ready now, and proven. We need to be deploying the technology that can drive down the costs for carbon capture.”
Climate Tech was also the focus of a major Global Business Panel later in the morning between innovators and investors, encouraging the development, deployment, and diffusion of critically important solutions to tackle the critical issue of emissions reduction. Concerns were raised around how one-third of methane emissions come from the energy sector. Yet, methane, which is just one piece of the puzzle, is considered more than 25 times as potent at trapping heat in the atmosphere compared with CO2. Across the panel, it was recognised that the successful adoption of emissions abatement solutions will require supportive policy frameworks and cross-industry collaboration to enable Climatetech breakthroughs.
Addressing the audience,Jane Toogood, Chief Executive, Catalyst Technologies, Johnson Matthey, and UK Government Hydrogen Champion, said: “We have solutions around technologies today – such as hydrogen, sustainable fuels – and need to make sure that we are deploying technology at scale. Scaling is definitely one of the things we need to get on with. Currently we have an opportunity to decarbonise existing assets. Methanol is there, but e-methanol is not. Those technologies exist today, so there is no issue in deploying them. Looking ahead, our focus needs to be scaling up for the future.”
Mario Azar, Chairman and CEO, Black & Veatch, said: “Black and Veach is focused on critical human infrastructure, and energy is a big part of that. Energy has been the largest part of our portfolio, and lately, the energy transition has been a big part of focus strategy, and portfolio evolutions. It is great that we are talking about this at Gastech this year, because it is all about finding new solutions, and working together to develop these solutions.”
During an official signing ceremony, the Global Centre for Maritime Decarbonisation (GCMD) and the Society for Gas as a Marine Fuel (SGMF) signed a two-year Coalition Partnership agreement towards developing global guidelines on the use of ammonia as a marine fuel. Further, Allied Green Ammonia Pty. Ltd. Australia and Tecnicas Reunidas signed a Project Development agreement to develop a landmark 100% green ammonia plant in Australia that will produce 165,000 tons of green hydrogen a year, which will in turn serve as feedstock to generate 912,500 tons of green ammonia a year. In addition, Woodside Energy signed a non-binding Memorandum of Understanding with Japanese electricity generator Kansai Electric Power company to lock in third-party carbon dioxide supply for its future carbon capture and storage projects in Australia.
The Gastech 2024 Handover Ceremony took place, where the location for next year’s conference was announced as Houston, Texas, USA. Simon Ford, Vice President Gastech, dmg events, commented: “We are hugely excited to look ahead to next year, to another continent. I am delighted to officially announce that the next host city for Gastech 2024 will be Houston, Texas. We couldn’t think of a better location to be taking Gastech, to the energy capital of the world.”
Other panels on Gastech 2023’s third day included spotlight sessions on decarbonising shipping and increasing LNG supply resilience. The event, which has 40,000 registered visitors, features a line-up of more than 600 speakers during the four-day show, including Rt. Hon. Boris Johnson, former Prime Minister of the UK, H.E. Dr Tan See Leng, Singapore’s Minister for Manpower and Second Minister for Trade and Industry, and H.E. Tarek El Molla, Egypt’s Minister of Petroleum and Mineral Resources.
Gastech 2023, the world’s largest meeting place for natural gas, LNG, hydrogen, low-carbon solutions, and climate technologies, opened today welcoming record-breaking numbers to Singapore EXPO.
The first day featured a range of insightful contributions from policymakers, CEOs, and business leaders on the multiple, interconnected challenges facing the global energy sector. Delegates discussed the critical role of natural gas, LNG, and hydrogen in Asia and beyond as key enablers of future energy security and accelerators of the energy transition.
Speaking at the Gastech 2023 Gala Dinner at Raffles Hotel yesterday, Rt. Hon. Boris Johnson, former Prime Minister of the United Kingdom, Leader of the Conservative Party, Foreign Secretary, and Mayor of London, said: “The complexity of today’s geopolitical and economic climates have left governments grappling with the dual challenge of addressing climate change and meeting increasing energy demand. This winter, businesses, and families around the world face high inflation, high interest rates, and uncertainty over energy prices. At events like Gastech, the global energy community has a unique and important opportunity to align on collective action towards a cleaner, more affordable, and more secure energy future.”
This morning, H.E. Dr Tan See Leng, Minister for Manpower and Second Minister for Trade and Industry, Singapore, welcomed attendees to Singapore at the Opening Ceremony: “The world is undergoing a profound energy transition, getting to net zero while preserving energy security and economic competitiveness. Moving forward, the demand for natural gas in Asia will only continue to grow. Singapore is committed to satisfying the region’s energy needs.”
The Strategic Conference began with a high-level discussion between international energy ministers on how natural gas and LNG will enable the global energy industry to meet near-term demand for low-carbon energy. H.E. Tarek El Molla, Egypt’s Minister of Petroleum and Mineral Resources, shared valuable insights on the rapid expansion of natural gas and LNG in the region: “We have all agreed that natural gas is the best choice for the energy transition. Egypt has built on the momentum of COP27, but continued investment, as well as sustained cooperation among countries, is very much needed.”
Also speaking at the Gastech 2023 Ministerial Session, Hon. Joseph McMonigle, the Secretary General of the International Energy Forum (IEF) emphasised the need for inclusive dialogue on decarbonisation ahead of the COP28 Summit: “What we have learned is that this linear approach to net zero is an outdated approach that is not workable in many areas around the world. We need everyone at the table, and I hope that at this COP, we will focus on progress and not perfection. There are so many things we can do to make progress on climate change, and natural gas is going to help the world to decarbonise.”
A CEO panel was attended by industry heads from JERA Co., Inc, Baker Hugues, Woodside Energy, ADNOC, Mitsubishi Corporation and Pavilion Energy, focused on transforming global energy through collaborative business models and constructive partnerships. Speakers shared insights into the new business models being deployed to support a net zero energy future, with low-carbon solutions applied to the hard-to-abate industries.
Another high-level session saw business leaders from ExxonMobil, Eni, Chevron, Shell, and Vitol delve into the dynamic global LNG market, as a resilient industry with the potential to meet the demands of the future energy system. Participants discussed how Europe’s changing LNG needs are forecast to outpace global supply capacity until the middle of this decade, resulting in heightened levels of competition as Asian demand picks up.
Gastech 2023’s opening day also saw Venture Global LNG CEO Mike Sabel and Baker Hughes Chairman and CEO Lorenzo Simonelli announce Venture Global LNG’s long-term expansion plan to increase production from 70 million tonnes per annum (MTPA) to more than 100MTPA of LNG export capacity. To support this initiative, Venture Global LNG and Baker Hughes have together executed an expanded master equipment supply agreement for the delivery of additional liquefaction train systems and power island systems for Venture Global LNG’s future export projects.
“Venture Global LNG is thrilled to announce our long-term plan to expand LNG production both in and outside of Louisiana, building on the momentum of our first three projects – Calcasieu Pass, Plaquemines LNG and CP2 LNG,” said Mike Sabel, CEO of Venture Global LNG speaking following the announcement. “Now more than ever we are committed to our mission of delivering low-cost LNG at a larger scale to support the world’s growing demand for energy security, prosperity, and environmental progress. We are grateful for our continued partnership with Baker Hughes, a world leader in energy technology, and look forward to building on our successful collaboration in our upcoming projects.”