• Transaction will preserve the full range of SPDC’s operating capabilities
• Shell will remain a major investor in Nigeria’s energy sector through its Deepwater and Integrated Gas businesses

Shell has reached an agreement to sell its Nigerian onshore subsidiary The Shell Petroleum Development Company of Nigeria Limited (SPDC) to Renaissance, a consortium of five companies comprising four exploration and production companies based in Nigeria and an international energy group. 

Completion of the transaction is subject to approvals by the Federal Government of Nigeria and other conditions. 

Transaction will preserve SPDC’s operating capabilities for benefit of joint venture

The transaction has been designed to preserve the full range of SPDC's operating capabilities following the change of ownership. This includes the technical expertise, management systems and processes that SPDC implements on behalf of all the companies in the SPDC Joint Venture (SPDC JV)*. SPDC’s staff will continue to be employed by the company as it transitions to new ownership. 

Following completion, Shell will retain a role in supporting the management of SPDC JV facilities that supply a major portion of the feed gas to Nigeria LNG (NLNG), to help Nigeria achieve maximum value from NLNG. 

Shell to focus investment on Deepwater and Integrated Gas positions 

“This agreement marks an important milestone for Shell in Nigeria, aligning with our previously announced intent to exit onshore oil production in the Niger Delta, simplifying our portfolio and focusing future disciplined investment in Nigeria on our Deepwater and Integrated Gas positions” said Zoë Yujnovich, Shell’s Integrated Gas and Upstream Director. 

“It is a significant moment for SPDC, whose people have built it into a high-quality business over many years. Now, after decades as a pioneer in Nigeria’s energy sector, SPDC will move to its next chapter under the ownership of an experienced, ambitious Nigerian-led consortium. 

“Shell sees a bright future in Nigeria with a positive investment outlook for its energy sector. We will continue to support the country’s growing energy needs and export ambitions in areas aligned with our strategy.” 

* The SPDC JV is an unincorporated joint venture comprised of SPDC Ltd (30%), the government owned Nigerian National Petroleum Corporation (55%), Total Exploration and Production Nigeria Ltd (10%) and Nigeria Agip Oil Company Ltd (5%).

Background:

• The SPDC JV holds 15 oil mining leases for petroleum operations onshore and 3 for petroleum operations in shallow water in Nigeria. It is operated by SPDC. 
• Renaissance is formed of ND Western, Aradel Energy, First E&P, Waltersmith and Petrolin. 
• On December 31, 2022, SEC proved reserves that are the subject of this transaction were approximately 458 MMboe. 
• The consideration payable to Shell as part of the transaction is US$1.3bln. 
• The buyer will make additional cash payments to Shell of up to US$1.1bln, primarily relating to prior receivables and cash balances in the business, with the majority expected to be paid at completion of the transaction. 
• The amounts above will be adjusted to reflect any shareholder distributions, above US$200 million, made prior to completion. Other contingent payments, including those related to gas supply to NLNG, may become payable depending on business performance and fluctuation of product prices. 
• The net book value of the entity subject to this transaction is approximately US$2.8bln as at December 31, 2023. Under the agreed deal structure, economic performance accrues to the buyer with effect from December 31, 2021 (the effective date). However, Shell will continue to consolidate SPDC until control transfers at completion. Although any amounts will depend on the future financial performance of the business, we expect to recognise impairments in respect of the business up to the date of completion, including to the extent that the net book value of SPDC exceeds the expected consideration at completion. 
• At closing, Shell will provide secured term loans of up to US$1.2bln, to cover a variety of funding requirements. 
• Shell is providing additional financing of up to US$1.3bln over future years to fund SPDC’s share of the development of the SPDC JV’s gas resources to supply feedgas to NLNG, and its share of specific decommissioning and restoration costs. This additional financing will only be drawn down when these costs are approved and incurred by the SPDC JV. 

Shell has three other main businesses in Nigeria that are outside the scope of this transaction: 

• Shell Nigeria Exploration and Production Company Limited (SNEPCo), which produces oil and gas in the deepwater Gulf of Guinea;
• Shell Nigeria Gas Limited (SNG), which provides gas to domestic industrial and commercial customers; and
• Daystar Power Group, which provides integrated solar power to commercial and industrial business across West Africa.
• In addition, Shell holds a 25.6% interest in NLNG, which produces and exports LNG to global markets. Shell’s interest in NLNG is also outside the scope of this transaction.

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