Nigeria Approves TotalEnergies' $510 Million Bonga Divestment to Shell and Agip

Regulatory Approval Granted for Major Oil Field Divestment

The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has officially approved the sale of TotalEnergies Exploration and Production Nigeria Limited's 12.5% contractor interest in the Bonga deepwater oil field. The $510 million transaction will see Shell Nigeria Exploration and Production Company (SNEPCo) and Nigerian Agip Exploration (NAE) acquire the stake, marking a significant development in Nigeria's oil and gas sector. The approval was announced on Thursday, September 25, 2025.

The Bonga field, located within Oil Mining Lease (OML) 118, is a crucial offshore asset for Nigeria. This divestment is part of TotalEnergies' broader strategy to optimize its global portfolio and reduce debt.

Transaction Details and Increased Stakes

Under the terms of the approved sales purchase agreement, TotalEnergies will transfer 10% of its interest to SNEPCo for $408 million, while NAE will acquire the remaining 2.5% for $102 million. This acquisition will increase Shell's stake in OML 118 to 67.5%, solidifying its position as the operator of the Bonga field. Prior to this deal, SNEPCo held a 55% stake, with Esso Exploration and Production Nigeria Ltd. holding 20%, and Nigerian Agip Exploration Ltd. and TotalEnergies EP Nigeria Ltd. each holding 12.5%.

The NUPRC conducted thorough due diligence on both SNEPCo and NAE, confirming their 'technical and managerial competence to optimally contribute to the upstream operations in OML 118' and their 'access to funding to meet their financial obligations.'

Strategic Shifts for Major Players

This divestment aligns with TotalEnergies' ongoing efforts to streamline its assets globally, focusing on more competitive and lower-emission projects. For Shell, the acquisition underscores its strategic pivot towards deepening investments in Nigeria's offshore deepwater sector, following its recent divestment from onshore assets. Shell completed the sale of its onshore subsidiary, Shell Petroleum Development Company (SPDC) joint venture, in March 2025, citing challenges such as frequent litigation, sabotage, and oil spills in onshore operations.

The move by Shell to increase its deepwater presence is seen as a way to 'contribute to sustained liquids production and growth in our Upstream portfolio,' according to Peter Costello, Shell's President, Upstream.

Bonga Field Significance and Approval Conditions

The Bonga oil field, Nigeria's first deepwater discovery, commenced production in 2005 and has been a significant contributor to the nation's crude oil output. Located approximately 120 kilometers southwest of the Niger Delta, the field operates in water depths exceeding 1,000 meters. The Bonga field produced its one-billionth barrel of crude oil in 2023, and Shell announced a final investment decision on the Bonga North field development in December 2024.

The NUPRC's approval comes with specific conditions. SNEPCo and NAE are required to assume all decommissioning, abandonment, and host community liabilities associated with the divested interest, obligations previously held by TotalEnergies. Additionally, both companies must pay a combined 7% premium on the transaction value as ministerial consent and processing fees. The deal remains subject to final ministerial consent under the Petroleum Industry Act (PIA) 2021.

This approval follows the NUPRC's recent decision to revoke another TotalEnergies deal worth $860 million with Chappal Energies due to unmet financial commitments, highlighting the regulator's stringent stance on compliance and financial accountability in asset transfers.