ENERGY MIX REPORT

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PHCN ASSETS SALE: THE ARDUOUS JOURNEY AHEAD POWER SECTOR PRIVATISATION: THE DAWN OF A NEW ERA? NEWS, INTERVIEWS & MORE + ENERGY REPORT MIX December/January 2014 Edition www.energymixreport. com PRIVATIZED POWER ASSETS, WHO ARE THE NEW OWNERS Interview With The Hon. Commissioner for Energy, Lagos State. Mr. Taofiq Tijani FEATURE

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December/January 2014 Edition

Transcript of ENERGY MIX REPORT

Page 1: ENERGY MIX REPORT

PHCN ASSETS SALE:THE ARDUOUS JOURNEYAHEAD

POWER SECTOR PRIVATISATION: THE DAWN OF A NEW ERA?

NEWS, INTERVIEWS & MORE+

ENERGYREPORT

MIX

December/January 2014 Edition www.energymixreport.com

PRIVATIZED POWER ASSETS, WHO ARE THE NEW OWNERS

Interview With The Hon. Commissioner for Energy,

Lagos State. Mr. Taofiq Tijani

FEATURE

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The Number One Source for Nigerian and African Energy News Online

www.energymixreport.com

EnergyMixReportEnergyMixReport

Be in the know, stay updated

It gives me great pleasure to welcome you to the inaugural publication of Energy Mix Report. This is hopefully the first of many more exciting and insightful editions which will be coming your way over the course of the next year (2014) and beyond.

Energy Mix Report is set to become the premier energy news publication for industry professionals with a primary focus on all the major energy sectors in Nigeria and Africa as a whole. I would also like to take this opportunity to urge you to visit our website (energymixreport.com) which is dedicated to providing daily updates on energy related news and is also a reliable source for reports, data, legislation, media as well as crucial insights on diverse energy related issues.

This edition focuses on the fall out of the recent privatization of PHCN assets and the journey ahead for the numerous owners of the privatized assets. I hope you enjoy reading the various articles as much as the contributors and I have enjoyed writing them.

Best regards,

Noma GarrickEditor

EDITORIAL

CONTENT

TO CONTACT US REGARDING ADVERTS, ARTICLE CONTRIBUTIONS OR FEEDBACKE-mail: [email protected], Tel: +234 (1) 342 7912, +234 (0) 704 626 2338, Tweet at us: @Energy Mix Report Follow us on Facebook: Energy Mix Report

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Industry News - Upstream, Midstream, Downstream and Others

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Power Sector Privatisation: The Dawn of A New Era? 10Challenges Facing The LPG Sector 12PHCN Assets Sale: The Arduous Journey Ahead14Acquisition of Upstream Oil and Gass Assets: Some Legal Issues For Consideration

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Interview With The Hon. Commissioner For Energy, Lagos State - Mr. Taofiq Tijani

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20Privatized Power Assets: Who Are The New Owners

Feature

PublisherThe Energy Mix (Nigeria) Limited

EditorNoma Garrick

Design/LayoutWitts & Stratts

PhotographyJide Odukoya

EDITORIAL TEAMEditorNoma GarrickContributorsIke EbohKunle KalejayeNoma Garrick

ENERGY MIXREPORT

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I N D U S T R Y N E W S

CAMAC nets more at Oyo field, swoops for Allied’s interest in offshore blocks, lists on JSE

Heritage Oil enters into strategic alliance with Bayelsa Oil Company, ramps up OML 30 production

Uncertainty over sale of Chevron assets

US independent CAMAC Energy has struck more hydrocarbons at a well offshore Nigeria that it hopes will produce first oil in the middle of next year. Drilling has been temporarily suspended but CAMAC hopes to drill the horizontal section in the first quarter with debut flows set for the middle of 2014. Initial production from the well is expected to come in at around 7000 barrels per day of oil.

CAMAC Energy also recently entered into a definitive agreement to acquire the remaining economic interests that it does not currently own in the production sharing contract covering OMLs 120 and 121 offshore Nigeria, which include the Oyo-7 well, from Allied Energy Plc.

CAMAC also announced that it has entered into a definitive agreement with the Public Investment Corporation (SOC) Limited (“PIC”) of South Africa for a US$270 million equity investment through a private placement of 376,884,422 shares of common stock. In connection with the investment by the PIC, the Company has agreed to list its common stock on the Johannesburg Stock Exchange (“JSE”).

Heritage Oil has entered into a joint venture agreement with Bayelsa Oil Company, owned by the Bayelsa State government, to establish an indigenous Nigerian oil company called Petrobay Energy. Heritage will obtain a 45% equity interest in Petrobay which combines Bayelsa Oil Company’s network of longstanding relationships in

Speculations are rife within the industry that Seplat has won the bid for Chevron’s 40 per cent equity in the gas rich OML 53, in the eastern onshore Niger Delta basin, with Amni Petroleum the preferred bidder for OML 52 while Belema Oil Company has acquired OML 55. All three companies apparently have Memoranda of Understanding to work with each other in the three acreages. However, other reports state that these developments have been promptly denied by Austin Avuru, managing director of Seplat.

What is clear is that Chevron is yet to give an award letter to Brittania-U, which had apparently originally won the bid round and had offered to pay $1.6 billion for the three oil blocs, lending more credence to the previous reports. Brittania-U, it was alleged, has paid $250 million already as irrevocable letter of credit to Chevron. However, it has not been given any letter more than three weeks after the bidding process was closed.

Mart Resources hits oil pay at UMU-11 well

Mart Resources Inc. and its copartners Midwestern Oil and Gas Co. Plc and SunTrust Oil Co. Ltd. have announced in a press release initial flow-rate test results for the UMU-11 well, located in the Umusadege field in Nigeria.

Nigeria with Heritage’s strong technical track record, diverse geographic expertise and financial capability. Heritage also recently announced that it had continued its positive momentum into its third quarter with vastly increased production and sales on the ramp-up of its OML 30 licence in Nigeria. The exploration and production oil and gas company said its sales increased to USD49.1 million for the three months ended September 30, compared with USD2.1 million in the same period the previous year. The company said its production ramped up to 11,649 barrels of oil per day average during the three months, compared with 617 barrels the previous year.

upsTREAm NEws Afren announces Ogo drilling and resources update

Lekoil terminates OML113 Sale and Purchase Agreement

Afren and partners Optimum Petroleum Development and Lekoil have announced the suspension of current drilling operations at the Ogo Prospect located on the OPL 310 licence offshore Nigeria and an update on estimated gross mean recoverable resources, significantly ahead of pre-drill expectations.

Based on the well data, the Partners estimate the P50 to P10 gross recoverable resources range to be significantly ahead of pre-drill expectations at 774 to 1,180 mmboe across the Ogo four-way dipped closed and syn-rift structures. Additional upside potential is expected in the syn-rift play. The partners expect the syn-rift to contain a light oil or a condensate rich gas.

The Partners intend to drill an appraisal well in H2 2014, ahead of development planning and will also increase 3D coverage on the block, currently covering only 25 per cent of the block, to define further prospectivity.

Lekoil has announced that it has decided to terminate the binding conditional Sale and Purchase Agreement (SPA) with Pan Petroleum Aje Limited, Pan-Petroleum Nigeria Holding BV and Pan-Petroleum (Holding) Cyprus Limited entered into on 17 June 2013, according to which it proposed to acquire an interest in OML113. This is as a result of an inability to agree final terms with the Parties.

Lekoil understands that the Parties have a right to call the US$3million bid bond entered into as part of the SPA or receive an equivalent cash payment in lieu of the bid bond which Lekoil will finance out of its current cash reserves. This decision will allow the Company to fully focus on developing its discovery at OPL310, which has produced results significantly ahead of Lekoil’s initial resources estimates.

FG kicks off marginal fields bid round

Oando provides an update on the acquisition of ConocoPhillips Nigerian business

12 years after the federal government offered 24 marginal oil fields to Nigerian independent companies, the government has kick-started a second licensing round aimed at deepening the participation of indigenous oil companies in the upstream sector of the oil and gas industry. The Minister of Petroleum Resources, Mrs. Diezani Alison-Madueke, who unveiled the plan in Abuja during a press briefing, said it was designed to increase exploration and production activities in the oil and gas sector to the benefit of Nigerians and the economy.

The minister said a total of 31 fields would be on offer with 16 of them located onshore, while the remaining 15 are in the continental shelf. She promised that the federal government would be committed to transparency in the bid process and encouraged companies interested in the assets to form consortia that would enable them to leverage on each other’s strengths.

Oando Energy Resources has announced that it has entered into an amendment agreement with ConocoPhillips in relation to the proposed acquisition by the Company of the Nigerian upstream oil and gas business of ConocoPhillips, comprising the indirect acquisition of all of the shares of Phillips Oil Company Nigeria Limited (‘POCNL’), Phillips Deepwater Exploration Nigeria Limited (‘PDENL’) and Conoco Exploration & Production Nigeria Limited (collectively, the ‘ConocoPhillips Acquisition’).

Pursuant to the amendment agreement, Oando Energy Resources and ConocoPhillips have agreed that the outside date for completion of the ConocoPhillips Acquisition has been extended from November 30, 2013 to January 31, 2014. They also agreed that OER will increase the deposit for the acquisition of the shares of Phillips Deepwater Exploration Nigeria Limited (PDENL) by US$15 million, and has agreed to pay the increased deposit amount to ConocoPhillips by no later than December 6, 2013. No change to the purchase price of PDENL results from this amendment.

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I N D U S T R Y N E W S

Shell to offer Nembe creek trunkline for sale

Brass LNG may suffer further delay as ConocoPhillips extends exit date

As a result of massive losses arising from crude oil theft and persistent destruction of its pipelines and facilities in the Niger Delta, Shell Petroleum Development Company (SPDC) has decided to sell its 97-kilometre Nembe Creek Trunkline (NCTL). The decision to sell NCTL comes barely three years after the Anglo/Dutch multinational replaced the trunkline with a new line at the cost of $1.1billion, as a result of persistent attacks by oil thieves who drill holes into the pipeline, resulting in extensive damage to the environment and also to frequent declarations of force majeure on exports of Bonny Light grade of crude oil.

The NCTL and the Trans-Niger Pipeline (TNP) are two of the company’s major pipelines in the Eastern Niger Delta that transport some 400,000 barrels of crude oil per day from Shell’s fields and third parties in its Eastern operations to the Bonny Export Terminal in Rivers State. Specifically, the NCTL transports crude oil from 14 oil pumping stations located in Nembe Creek, Krakama, Awoba, Ekulama and San Bartholomew oil fields and transports it to the Cawthorne Channel field and Shell’s Bonny Export Terminal for export.

The Final Investment Decision (FID) of the multi-billion dollar gas project, Brass Liquefied Natural Gas (LNG) Limited, may suffer further haemorrhage as one of its key shareholders, ConocoPhillips (COP), has rescheduled its final exit from the company to March 2014. An American oil firm, ConocoPhillips, whose global business focus and strategy got some re-engineering last year had unveiled its departure plan from Nigeria and particularly, the Brass LNG Project, to enable it pursue other business interests.

However, the delay of ConocoPhillips appears to be hurting the Brass LNG project according to a commentator. It was noted that their posture is not adding any more value to the project because it is slowing down would-be investors from indicating interest. At its recent meeting in Paris, France, shareholders of the Brass LNG Limited, however, reaffirmed their commitment to the project. It was gathered that the shareholders expressed concern over what they called the protracted exit of ConocoPhillips from the project “as well as the current attitude of their licensing group.”

mIDsTREAm NEws

A Swiss non-governmental organisation, the Berne Declaration, has released a report that has indicted Nigerian oil marketing companies for widespread subsidy fraud, involving several billion of dollars. The latest report titled “Swiss Traders’ Opaque Deals in Nigeria,” also accused the Nigerian National Petroleum Corporation (NNPC) of colluding with international oil traders to defraud the country.

The report further alleged that Nigeria’s Sahara Energy, Rahamaniyya Group, Aiteo Energy Resources Limited, Ontario Oil and Gas Limited, Tridax Energy, Mezcor Limited and MRS Group had established subsidiaries, called letter-box companies, in Geneva, Bermuda and Switzerland, with no real business activities. The report noted that these companies established the subsidiaries, primarily for tax advantages and also for easy access to international capital. The companies however, have vehemently denied the claims put forward and have stated that they intend to pursue legal action as a result of the allegations.

The federal government plans to begin the privatisation of four of its state-owned oil refineries before the end of the first quarter of next year, the Minister of Petroleum Resources, Mrs. Diezani Alison-Madueke has said. She noted that government does not want to be in the business of running such major infrastructure entities due to inadequate government funding and “sub-optimal performance.” The refineries, which have a combined capacity of 445,000 bpd, should be privatised within 18 months. The refineries are 124,00bpd Warri Refinery, 60,000bpd Old Port Harcourt refinery, 150,000bpd new Port Harcourt refinery and 110,000bpd Kaduna refinery.

Oil workers, under the auspices of the Petroleum

Swiss and Nigerian firms indicted in fuel import fraud

FG to sell four state-owned refineries next year; oil workers vow to resist sale

Indian firm gets N22bn Dangote refinery contract

State-owned Engineers India Ltd (EIL) has won the $139 million (N22bn) 400,000 barrels per day Dangote refinery-cum-petrochemical complex contract. Dangote Group has awarded the project management consultancy (PMC) and engineering, procurement and construction management (EPCM) contract for implementing a grassroots 400,000 bpd (20 million tonnes) oil refinery and 600,000 tonnes polypropylene plant, EIL said in a statement. The contract, worth $139 million (N22bn), according to an online newspaper, Hindu Business Line, is “the largest ever single consultancy assignment for EIL”.

In September, business mogul and Africa’s wealthiest man Aliko Dangote signed a $3.3billion deal with some local and foreign banks to finance the building of an oil refinery in the south west of the country. The refinery would be the largest in Africa, from where most Nigerian crude oil would be exported outside its shores; he had told reporters in Abuja after signing the deal with the banks.

The entire venture would cost $9bn, with $3bn in equity from Dangote Industries and $6bn to be raised in loan capital, and is expected to be completed in 2016. The initial loan facility was coordinated globally by Standard Chartered and in Nigeria by Guaranty Trust Bank.

DOwNsTREAm NEwsand Natural Gas Senior Staff Association of Nigeria (PENGASSAN) and the National Union of Petroleum and Natural Gas Workers (NUPENG) have however vowed to resist the federal government’s plan to privatise Nigeria’s four refineries. According to them, the proposed sale of the refineries, located in Kaduna, Warri and Port Harcourt, is against the overall national interest and is only in the interest of “a few Nigerians who are lurking around the corridor of power to milk the country dry.”

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OTHER NEws

I N D U S T R Y N E W S

66 power firms jostle for NIPP plantsAbout 66 power companies submitted have bids for the purchase of 10 National Integrated Power Project plants owned by the Niger Delta Power Holding Company Limited. They include; Alaoji (3), Egbema (4),Ogorode (8), Omuku (8), Geregu (8), Gbarai (7), Benin (4), Omotosho (13), Olorunsogo (5) and Calabar power station (6).

The power companies are expected to beat a benchmark of strong capital base of between $100million to $250million, good competence and the ability of the consortium to integrate the power plants. Briefing the press after the bid session in Abuja,

the Managing Director, Niger Delta Power Holding Company Limited, James Olotu, said the company needed a reliable organisation which is financially capable to manage and improve on the plants.

He said the NDPHC would strive to avoid situations whereby bidders would procure the plants and due to weak capital, dispose the facility and shortchange the country. He said members of the evaluation committee will assemble to scrutinise the bids in two weeks based on deals agreed and subsequently give their approval, adding that the agency would ensure that the entire process is transparent.

The joint Senate Committee on Petroleum Upstream, Downstream, Gas, Judiciary and Legal Matters concluded its public hearing on the Petroleum Industry Bill (PIB) recently with a promise that the bill will be eventually passed into law.

But the oil and gas producing communities in the Niger Delta, who made various submission yesterday, during the third and final sitting of the committees, kicked against the proposed granting of “excessive” powers to the Minister of Petroleum Resources, Mrs. Diezani Allison-Madueke, in the Petroleum Industry Bill (PIB).

The Bayelsa State Government, in its separate submission to the committees, also frown on what it said was excessive powers placed in the hands of the petroleum resources minister. The delegation also queried the placement of control of the total oil and gas resources of the region in the hands of the federal government as faulty and unjustifiable. Consequently, the Bayelsans demanded that “a minimum of 30 per cent of the ownership and equity holding in all petroleum shall be reserved at all times for the respective communities of location and a minimum of another 20 per cent shall be reserved for the host states.”

The Deputy Chairman of the Joint Committees, Senator Kabiru Marafa (Zamfara, Central), on his own part said the delay in the passage of the bill was because of its importance to Nigerians and the need to do a good job of ensuring transparency in oil and gas exploration and all related activities.

An underwater leakage of crude oil from a pipeline belonging to Eni/Agip facility has been discovered near Atonye Kiri fishing settlement in Nembe Local Government Area of Bayelsa State.The leakage, which has already spread to the main Nembe-Brass River, has apparently stopped fisher-men from working. Speaking on the development, Chairman of Oil and Gas Committee of the Nembe Kingdom, Chief Nengi James said that the committee had already contacted Agip in Brass.

Joint Senate Committee on PIB concludes public hearing

Crude oil leakage discovered in Bayelsa community

Governor seeks credible investors for coal blocksThe Governor of Enugu State, Sullivan Chime, has urged the Bureau of Public Enterprises (BPE) to ensure that the investors bidding for the remaining four coal blocks of the Nigerian Coal Corporation (NCC) have the requisite technical and financial wherewithal to operate the facilities.

He said the acquisition of the NCC’s headquarters by the state government was significant, given the role of coal in the development of the state. According to him, coal is dear to the state; hence the State capital derived its nickname (Coal City) from coal.

The Director General of BPE, Benjamin Dikki, had earlier announced that the bureau is finalizing arrangements with the Ministry of Mines and Steel Development and other stakeholders to commence the privatization of the remaining four coal blocks. He noted that the sale of the two properties to the state government was part of the privatization of non-core assets of NCC, many of which are located in Enugu State.

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POWER SECTOR PRIVATISATION: THE DAWN OF A NEW ERA? by Ike Eboh

With the recent sale and transfer of the assets of the Power Holding Company of Nigeria (PHCN), analysts are of the view that Nigeria

will rank among the top ten private power projects in the world, if it is able to address the numerous challenges that have hindered the growth of the power sector over the years.

The analysts are of the view that the privatisation of the PHCN has attracted the attention of investors worldwide and has helped put a global focus on Nigeria. The Federal Government had scheduled a total

of 19 PHCN successor companies for privatisation, broken down into 11 Distribution Companies (Discos), seven Generation Companies (Gencos) and the Transmission Company of Nigeria (TCN), which was later privatised through the appointment of a management contractor, Manitoba Hydro International of Canada, in the second half of 2012.

Mr. Solomon Adegbie-Quaynor, Country Manager, Nigeria, African Department, IFC, a subsidiary of the World Bank Group, said the ongoing reforms will attract major players in the global energy sector and help boost Nigeria’s economic development.

He said; “With the reform we have seen in the last few months, we believe we will see more interest. A couple of weeks ago, I was in Asia, some top companies there say they want a better understanding of Nigeria, to either trade or bring their products in. With time, they might locate some assembling of the products in the domestic market.”

In his own view, Mr. Bernard Sheahan, Director, Infrastructure Department, International Finance Corporation (IFC) said, “What this reform has done for the government is to emphasize the credibility which was not there before. Lack of credibility, was why many people sat on the sidelines and not

much happened. It was also the reason why efforts were made to develop the independent power plants and did not get very far. Whereas now, we see the payments that have been made for the discos, which are quite remarkable”. “The big difference is the perception and momentum, not because everything has been solved, but because enough has been solved that people are willing to put in serious money and that is because the government has succeeded in putting together more of these pieces in a whole that’s become more credible than has been the case before.”

Mr. Otis Anyaeji, Chairman, Electric Power Foundation, Nigeria, however, stated that a lot still has to be done for the country to achieve its aim of stable power supply and economic growth. According to him, for Nigeria to enter the top 20 club, she has to achieve a Gross National Income (GNI) greater than $471 billion, and strive to produce or consume per capita as much electricity as Indonesia. “To become a top 20 Electricity producer, Nigeria has to at least displace Poland with available capacity of 38, 900MW. To become a top 20 per capita electricity consumer, Nigeria has to at least displace Germany and consume more than 7,149 kilo watt of electricity per hour (kwh),” he explained.

He listed the solutions to the power supply malaise to include the full exploitation of all available energy sources in Nigeria for the production of electricity and the improvement of associated power infrastructure, for electricity transmission and distribution. Anyaeji also called for a strengthening of the local content policy, making it mandatory for any company bidding for any power project in Nigeria to have at least 50 per cent local participation.

He further suggested that Nigerian companies who have demonstrated requisite capacities should be given priority during bids for future power projects.

Continuing, he said, “There is no doubt that many more interventions would be needed before Nigeria comes close to where she should be in terms of power generation, transmission and distribution.

Therefore many more gas turbines, transformers, switch gears, relay panels, among others, will be needed”.

“The Government of Nigeria should make it a condition that any company wishing to supply major equipment to Nigeria’s power projects, must have in-country facilities for the manufacture of either whole equipment, or major components of such equipment. This is very easily achievable, if the policy based finance approach, as practiced in Japan, is adopted.” He said.

Giving a breakdown of power assets in Nigeria, Anyaeji said a total of 109 injection sub-stations out of 279 have been commissioned; 1,262.5 MVA capacity has been added to the distribution network while 55,368 11kV concrete poles out of 138,052 have been erected. He added that 4,662 CSP transformers out of a total of 25,281 have been installed, noting that, “These figures will rise astronomically in the coming weeks, because several projects are at very advanced stages of completion.”

To this end, the World Bank Group has also disclosed that it is set to undertake its biggest financing programme, never before tried anywhere else in the world, in Nigeria’s power sector. The World Bank declared that it plans to provide financing for a number of power projects, by providing funding for some of the transmission costs and guaranteeing some of the risks in the sector. It noted that it will provide funding for some of the transmission costs, adding that the partial risk guarantee programme that it is planning for Nigeria will be the largest type of such a programme anywhere in the world.

“This integrated business plan for the power sector by the World Bank Group is something we have never tried anywhere else. We are doing this because of the magnitude of the needs here and we are thinking of the potential payoff, both for Nigeria and for opening up a really important market for investors,” the World Bank noted.

Despite the seemingly successful transfer of ownership of almost all the assets, Mr. Atedo Peterside, Chairman, Technical Committee of the National Council on Privatisation (NCP) however, stated that there is still some unfinished business with the process.

He said a grand total of approximately $3.3 billion (N528 billion) should accrue to the Federal Government from the transactions, adding that the primary purpose was to bring into play new owners with deep pockets who could finance and/or access financing for the rapid restoration of lost capacity and/or add significant new capacity to make up for decades of Government neglect and mismanagement.

According to Peterside, the nine PHCN generation companies, including Omotosho and Olorunsogo, only had available capacity of 2,692MW as at 10th Sept. 2013, as against a total installed capacity of 6,976.40 MW. He disclosed that it will cost an additional $4.28 billion, about N684.8 billion, to finance the capital expenditure that will boost power supply by 4,284.4 MW, to enable the generation companies achieve full capacity.

Gas supply and transportation of gas to the power stations appear to be major factors that will determine the success of the privatisation exercise. Also, for the process to succeed it is expected that efforts should be made to address the issue of pipeline vandalism.

It is expected that the ongoing reforms translate into many more hours of uninterrupted electricity for Nigerians who are expected to pay only for electricity supplied and consumed, while operators focus on the genuine pursuit of revenue and growth.

What this reform has done for the government is to emphasize the credibility which was not there before. Lack of credibility, was why many people sat on the sidelines and not much happened.

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CHALLENGES FACING THE LPG SECTOR by Kunle Kalejaye

Apart from the continuous subsidising of domestic kerosene due to some political reasons which has remained a huge hindrance to the growth of Liquefied Petroleum Gas (LPG) also known as cooking gas in the country, Federal Government policies seem to have created a bottle neck situation for operators and stake holders in the sector alike. Kunle Kalejaye writes on some of these polices.

Unquestionably, Nigeria is said to be more of a gas producing country than a crude oil one, with an estimated reserves of about 182 trillion cubic feet (tcf), ranking her as the largest

producer of the product in West Africa but its utilisation in the country is said to be the lowest in the region.

Reasons given for the poor utilisation of this abundant product in the country have been attributed to harsh Federal Government policies on tariff and taxation on the product and its associated equipment.

This development is believed to be a strong indication that government is not interested in assisting the private sector to deepen the growth of LPG in the country.

Despite government’s debilitating attitude towards the sector’s development, private investors have aggressively pursued the growth in the sector by investing over $400 million which covers the construction of terminals, depots and bottling plants..

In addition to government’s indifferent attitude toward the development of the LPG sub sector, government agencies responsible for evaluating LPG standards and its accessories have followed the footsteps of their master.

While government’s numerous policies of taxation and tariff on the importation

of LPG accessories are hindering the deepening of the domestic market of the product, government agencies have put in place stringent measures on the certification to import LPG equipment.

Before meeting up with the expected requirements for import certification, this reporter reliably gathered that importers of LPG equipment are coerced to pay the flight and accommodation fees for government agency workers to inspect and verify the standard of the equipment. The equipment in question which are not produced in the country include cylinders, burners, hose, pipes, storage tank among others.

When finally certified, it was also learnt that government agencies collect a certain percentage on the total import charge of the equipment/accessories. With this development in addition to government unfriendly policies, importers of LPG accessories have no choice but to pass the burden to the final consumers in order to make profit and stay in business.

The high price of these accessories unquestionably makes it difficult for the end user to purchase the LPG product, thereby limiting the growth of LPG usage in the country. This has been described by stakeholders in the industry as a major set-back to LPG development in the domestic market.

Stakeholders believe that these charges will only encourage substandard LPG accessories to infiltrate the country’s

domestic market.Earlier, the Standard Organisation of Nigeria (SON) responsible for the mandatory industrial standards in respect of products or processes recommended by the Nigerian Standards Council had reviewed the standard of LPG in the country.

The review was aimed at making LPG safe for Nigerians sequel to news that elements of contaminated LPG were smuggled into the country from Niger Republic. The review was first held by the SON Technical Committee on LPG in Lekki Lagos on February, 2013 and the final meeting was held in Nicon Luxury Hotel on the 10th of June, 2013.

The final meeting according to reports was for the Technical Committee on LPG to set a new and safe standard of the product in the country. The new standard is expected to take effect whenever it is made public by SON. On a sad note however, five months after the review, the new standard is yet to be made public by SON.

However, a source close to SON told this reporter in confidence that the review is currently with the council and will be made public very soon. How soon is yet to be decided.

President, Liqefied Petroleum Gas Retailers Association of Nigeria, Michael Umudu said the current LPG standard by SON states that the propane content should be a maximum of 50 percent

adding that whatever comes from Niger Republic must meet the standard.

He however explained that stakeholders have expressed concerns over the safety of LPG with a high amount of propane such as the ones that come from Niger Republic owing to the fact that there are a lot of substandard and outdated equipment and accessories such as cylinders, storage tanks, hose, pipes, cookers in the country that cannot stand the high content of propane.

“This led to the review of existing standards by the SON Technical Committee on LPG. The committee met in Lekki Lagos in February this year and held its finally meeting in

Nicon Luxury Hotel, Abuja on the 10th of June this year where new standards were set. The new standards will take effect whenever SON publishes it,” he said.

Another factor hindering LPG growth in the country according to Umudu is that a number of organisations operating in the country’s LPG sector do not have strategic inland storage terminals and standard truck facilities amongst others to conveniently take advantage of the huge potentials ever-present in the domestic LPG market.

He said access to long-term funds for LPG projects had remained cumbersome in the country while

The high price of these accessories unquestionably makes it difficult for the end user to purchase the LPG product, thereby limiting the growth of LPG usage in the country. This has been described by stakeholders in the industry as a major set-back to LPG development in the domestic market.

rampant and unchecked unprofessional conducts in the LPG value chain like LPG decanting, use of old and substandard cylinders and equipment pose as threats to the sector.

In terms of moving the sector forward, Umudu called for prompt government intervention and the creation of a viable environment for LPG development, stressing the fact that private investors cannot do much as they are in the business to make money.

“Federal government has not really done anything to promote the growth of the LPG domestic market apart from what Lagos State and other private companies have done,” he said.

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PHCN Assets Sale: The Arduous Journey Aheadby Noma Garrick

Benjamin Dikki of the Bureau of Public Enterprises (BPE) also recently noted; “They (investors) will, after the takeover, re-tool and bring in new machinery like turbines, which are not easily bought off the shelf to put power on proper footing. They will need time to re-tool after the takeover and between two and three years to bring in the required machinery after which the country would witness increased and steady power supply”. He specifically noted that Discos would have to invest about $1.8bn (about N288bn) as capital expenditure over the next five years to attain efficiency and meet the required capacity.

Thus, another challenge which ties into the first challenge is that of financing. Patrick Mgbenwelu, Director and Head, Project and Structured Finance, FBN Capital Limited stated in Lagos at the 1st FBN Capital Project and Infrastructure Finance Conference that Nigerian banks would need the support of institutional and foreign investors to fund the huge resources needed to drive various ongoing infrastructure projects, particularly the estimated $8 billion required to meet the deficit in the power sector for the next 10 years. He noted that about $8 – $12 billion would be needed yearly for the next 10 years, to meet up with the large deficit of power demand and supply in the nation, which the banks alone would not be able to fund. “This funding cannot come from the banks alone. There is the need for institutional investors and foreign investment to bridge the

funding gap.” In this regard, some reports indicate that although Nigeria’s vast natural resources and growing power and infrastructure demands have rightly garnered substantial interest from lenders and developers from across the globe, many of the foreign financial institutions are still reluctant to lend money to the owners of the power plants due to the unpredictability and volatility of the Nigerian economy. They are apparently worried about the government’s tendency to reverse policies in tandem with the current state of insecurity in the country as a whole. As a result, the new owners of the power plants may find it difficult to raise funds for their new found projects from international financiers.

The issue of inadequate supply of gas is also one of the major challenges facing the power sector as Nigeria is predominantly reliant on gas fired power plants. For instance, previous regimes approved the construction of plants like Geregu and Egbema, without factoring in the issue of gas supply to those plants. Consequently, those plants remained unutilized long after they were commissioned. Furthermore, some other projects which were recently commissioned are still facing the challenge of gas supply. One of the major causes of this problem is related to the issue of inappropriate commercial pricing which has deterred gas producers from investing in the country. “You want to make the whole chain, all the way from Discos up to gas exploration,

commercially viable,” said Citibank’s Managing Director and Chief Executive Officer for Nigeria, Omar Hafeez. Making gas exploration commercially viable would entail having an adjustment to current fixed gas prices which at the moment is unfavourable in terms of spurring gas exploration in the country. Other factors such as poor fiscal terms, low prices and lack of infrastructure are also contributory factors to a lack of investment in the sector. The spate of pipeline vandalisations is another major cause of this problem, with already limited amounts of supply further reduced due to unnecessary pipeline shutdowns as a result of such activities. Peterside notes that while gas supply constraints arising from capacity shortfalls/lags can be foreseen, the impact of pipeline vandalisation is not so predictable and can induce damaging shocks to the health of the entire electricity value chain. At present the stranded generation capacity due to gas supply and transportation constraints is in the order of 1,500 MW.

Another challenge is the Transmission Company of Nigeria (TCN) which is seen by Peterside as the “life-blood” of this entire electricity “eco-system” but which is also potentially the “weakest link” at present. According to him, the stranded capacity due to transmission evacuation constraints is in the region of 100MW. The core reasons for the continued challenges facing the TCN include massive financing needs and clashes over control. Peterside states that the ability of TCN to catch up with generation availability and also keep pace with future expansion will depend on its continued access to financing for its huge capex needs and also its ability to execute and rigorously monitor project implementation to high professional standards. It is his view that the latter will inspire confidence and open the door to even more funding. Conversely, if that confidence is lost early on, then “third party financing” will dry up and the burden of financing TCN’s expansion will fall on the Federal Government of Nigeria (FGN). He has also expressed his concern over the squabbling and infighting going on at TCN. “Unfortunately, the Board of TCN is yet to get its act together. Since the appointment of a chairman

and some initial board members was first announced some months ago, so much time appears to have been lost in squabbling over who does what, when and how,” he said. “If TCN does not deliver the goods in 2014, there will be a “crisis of sorts” when the ten NIPP power plants come on stream. The same can be said for the gas supply and gas transportation arrangements”.

Another challenge worth noting is how the tariffs that underpin all the agreements (Grid Connection Agreements (GCAs), Power Purchase Agreements (PPAs) etc.) are set by NERC and whether they will ensure full cost recovery across the entire value chain. As Peterside notes; “When all the parties are performing in accordance with expectations, the industry can attain a high growth trajectory and even grow exponentially. Unfortunately, the opposite is also the case and so the growth of the entire industry can be constrained by the limitations imposed by the weakest link in an inter-dependent chain. For instance, NERC’s Multi Year Tariff Order 2 (MYTO 2) assumes that the gross system capacity in 2014 will be 9,061 MW. If overall capacity falls significantly on account of the non-performance of one segment, an elaborate system of escrow accounts and/or partial risk guarantees can only keep payments

going for so long (a few months) before the Federal Government gets called in to act as an “underwriter” for the bulk trader. This is because almost all the agreements apportion risk in a way that ensures that parties who have “performed” get paid irrespective of whether other parties have defaulted. In essence, most of the agreements are only bankable because they are “take or pay” agreements.” As such, if the tariffs do not ensure full recovery across the entire value chain, the whole chain will unravel.

Finally, another issue which may need to be addressed is the immediate challenge facing the investors in terms of potential deficits in skilled man power. There have already been reports of shortfalls in the power supply to certain areas as well as the overdue service of electricity bills since the hand over. This may have a lot to do with the fact that following the takeover of the various facilities by the new owners on November 1, over 60% of the workforce manning the privatised former Power Holding Company of Nigeria assets was sacked. This is coming at a time when the National Power Training Institute of Nigeria (NAPTIN) says it is faced by 8,400 deficits in skilled manpower, which according to Reuben Okeke, its Director-General, is set to rise to over 17,000 in the next four years. The core investors will be required to invest heavily and quickly in skilled manpower if they truly intend to achieve their targets. However, as the Director, Human Resources at the Ministry of Power, Grace Papka admits; the task of producing the required skilled manpower needed to achieve and drive the target capacity of 40,000MW in the long term is an overwhelming one.

Irrespective of the foregoing, the fact that the Federal Government on November 1, 2013 eventually handed over the privatised power utilities to their new owners who had successfully acquired them through a privatisation programme that is largely adjudged to have been transparent and which is also perhaps, the largest to have been holistically consummated is a feat to be commended. However, as noted above, this feat cannot be said to be an end in itself but only a means to the ultimate objective, which is providing regular, stable electricity supply across Nigeria for its vast populace.

When all the parties are performing in accordance with expectations, the industry can attain a high growth trajectory and even grow exponentially. Unfortunately, the opposite is also the case and so the growth of the entire industry can be constrained by the limitations imposed by the weakest link in an inter-dependent chain.

In lieu of the physical transfer of the privatised Power Holding Company of Nigeria’s (PHCN) successor companies by the Federal Government in November, there has been cautious optimism

amongst many Nigerians, analysts and stakeholders alike. Indeed, as the Chairman, Technical Committee of the National Council on Privatisation, Atedo Peterside aptly put it in his paper presented at a forum organised by The Bankers Committee; “it is pertinent to remember that this is really the “beginning of a journey” and not the “end of a journey” as some have mistaken it to be”. As such, there are numerous challenges still facing the, buyers of the power assets, who are now set to begin the copious task of undertaking an in depth evaluation of the acquired assets to determine the required level of investment that would be necessary to upgrade the assets, going forward.

A major challenge for the new owners is that of a low-margin electricity sector with an insatiable need for capital expenditure. Mr. Atedo Peterside recently pointed out that nine generation companies (including Omotosho and Olorunsogo) only had the available capacity of 2,692MW as of September 10, as against a total installed capacity of 6,976.40MW. It is therefore evident that most of the power plants have been in bad condition for decades due to poor maintenance and therefore a major overhaul of the assets will be necessary.

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ACQUISITION OF UPSTREAM OIL AND GAS ASSETS: SOME LEGAL ISSUES FOR CONSIDERATIONWith the gradual shift away from Nigeria’s shallow waters to deep offshore fields by the oil majors, as has been further highlighted by recent press reports of the potential divestments of assets by Shell and Chevron, it is safe to say that there will be an increase in the activities of energy lawyers who are involved in the sale and purchase of such assets.

As such, this piece attempts to briefly highlight some of the transactional and regulatory compliance issues that need to be considered with regard to the sale and purchase of oil and gas assets particularly from a Nigerian perspective.

by Noma Garrick

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Due Diligence A prospective buyer should always engage a legal practitioner to conduct a due diligence exercise so as to confirm the true ownership of the asset on sale. This would ideally involve a corporate search at the Corporate Affairs Commission to determine the selling company’s directorship, shareholders and shareholding structure, reputation risks etc. An enquiry at the Department of Petroleum Resources should also be carried out to determine the authenticity of the ownership interest in the licence as well as the relevant documents pertaining to it. Furthermore, proper assessment of the information memorandum for the asset on sale as well as a technical assessment of the condition of any existing infrastructure is also very important. These will help to uncover any potential issues that may not have been disclosed at the initial stage.

Host Government Contract It is imperative to have a working knowledge of the types of host contracts that are in use in Nigeria and which govern the particular licence that is to be acquired. As has been the case with a lot of the recent asset acquisitions of onshore assets, the contractual regime in place will usually be the Joint Operating Agreement. As such, the prospective buyer will need to be aware of issues that have to do with operatorship of the asset (this has been an issue for some buyers recently), pre emption rights and cash call requirements before acquiring the asset. However, if the asset is offshore, the contract type that will govern the asset is more likely to be a Production

Sharing Contract. The buyer will need to therefore need to familiarise itself with the particular PSC that the seller has entered into with the government and the contractual provisions relevant to the asset. This is because there have been various PSCs that have been entered into over the years, for instance there are PSCs that were signed in 1993, 2000 and 2005. Each PSC is different in varying degrees in relation to issues such as cost recovery. Furthermore provisions relating to the fiscal terms, government take, stabilisation and renegotiation will also need to be assessed to determine the long term viability of acquiring the asset.

Key Upstream LegislationThere is a wide array of legislation that needs to be considered as the Nigerian oil and gas sector is currently governed by a plethora of statutory instruments. However, some important legislative instruments for the buyer to familiarise itself with asides from the Petroleum Act include; the Petroleum Profit Tax Act, the Companies Income Tax Act, the Deep Offshore and Inland Basin Production Sharing Contract Act (these 3 legislative instruments give an overview of the tax regime in place for hydrocarbon exploitation and corporate operations in Nigeria), the Deep Water Allocation to Companies (Back In Rights) Regulations (where the government’s reserves the right to back-in fifth-sixth of the Nigerian allotee of a licence when the allottee is converting an OPL to an OML), the Local Content Act (for the consideration of local content requirements in Nigeria) and the Oil Prospecting Licences (Conversion to Oil Mining Leases etc) Regulations amongst

others. Another point to note is that there is an impending Petroleum Industry Bill which, as at the time of writing, is yet to be passed by the Legislature. However, a thorough understanding of the potential impacts of the various sections of the Bill is crucial as these may eventually affect some of the operations of the interest on sale.

Farm In/Farm Out When it comes to the transaction itself, an initial consideration is usually as to how to go about obtaining the asset. An option to be considered might be a farm in/farm out. For clarification purposes, a farm in/farm out refers to an agreement whereby a third party (farmee) agrees to acquire from one or more of the existing licensees (farmors) interests in a licence, and in the operating agreement relating to it, for a consideration which, in oil industry practice, will normally consist of the carrying out of a specified work obligation, known as the earning in obligation, used in the drilling of one or more wells. If the transaction is intended to be a farm out/farm in, then it is imperative for the farmee to ensure that the prospective farmor is not in breach of its minimum work obligations as a failure to meet such obligations is a ground for revocation under the oil and gas legislation in Nigeria (for instance, see section 25 of the First Schedule to the Petroleum Act). This is of particular import as the farmee will want to make sure that it does not farm into an asset that may eventually be repossessed by federal government.

Sale and PurchaseOn the other hand, the prospective buyer may prefer to resort to an outright sale

There is a wide array of legislation that needs to be considered as the Nigerian oil and gas sector is currently governed by a plethora of statutory instruments. However, some important legislative instruments for the buyer to familiarise itself with asides from the Petroleum Act include; the Petroleum Profit Tax Act

and purchase. A sale and purchase is a transaction in which the holder of an interest under a licence agrees to sell all or part of that interest to another party in return for the buyer agreeing to purchase that interest (or shares in the entity holding that interest) for a specified consideration (cash or non-cash).

If the transaction is intended to be a sale and purchase then a key consideration for the prospective buyer, where it has the option, is to decide whether it would prefer to acquire the assets or the shares of the seller. It could be the case that the buyer might want to directly acquire the assets of the seller or indirectly do so by purchasing the shares of a special purpose vehicle or the company which owns the licence interest. There are several advantages of the latter approach, for instance in a share acquisition, capital gains tax is not applicable (see section 30 and 32, Capital Gains Tax Act). Furthermore, it is possible to structure a share transfer transaction where stamp duty payable on the share transfer instrument is limited or nonexistent (Section 104, Stamp Duties Act). In addition, share acquisitions are usually an easier method of acquiring licence interests in terms of dealing with documentation, as the buyer acquires the shares in a company which already owns the licence interest. With the acquisition of assets, there will be a lot more documentation that will need to be addressed as the transfer of assets moves from one entity to another.

Also important to note is that with share acquisitions, the nature of the acquisition will also depend on the type of company which is to be acquired i.e whether it is a private or public company. The provisions of the Companies and Allied Matters Act and the Investments and Securities Act will largely come into play here.

Pre-emption RightsAs noted briefly above, JOA’s in Nigeria contain pre-emption rights clauses. As such, it is likely that the buyer will have to encounter these rights in some form during the transaction. JOAs usually provide that parties have the right to freely transfer their participating interest in a licence, however where any of the parties wishes to transfer its participating Interest to a third party, the transferor

must notify any other party who also holds an interest of its intention to sell to a third party and must first offer same to that party which holds an interest and invite it to submit its bid. Such issues must be clarified by the buyer prior to it making a full commitment to acquiring the assets. For the Minister of Petroleum’s right of pre-emption on petroleum licences see section 7 of the Petroleum Act.

Consent from the Minister of Petroleum ResourcesIt is also imperative to know the procedure for obtaining consent, as the Nigerian law provides that without the prior consent of the Minister, the holder of an OPL or OML shall not assign the license, lease, right, power or any interest therein. Furthermore, under Nigerian law, there is a prescribed fee on the application for an assignment, the amount of which should be confirmed with the Department of Petroleum Resources as it may change from time to time. Payment of this fee may however be waived if the Minister is satisfied that the assignment is to be made to a company in a group of which the transferor is a member and is to be made for the purpose of re-organisation in order to achieve greater efficiency and to acquire resources for more effective petroleum operations (see sections 14, 15, 16 and 17 of the First Schedule to the Petroleum Act).

Documentation to be ReviewedIt is usually the case that the seller will intend to part with only its share of a larger interest in the licence. It is therefore also imperative to review all the agreements that govern the relationships between all the existing owners of the entire interest so as to ascertain that there are no obligations or issues that might affect the buyer once it has acquired the seller’s part of the interest. Furthermore, there are certain forms of technical service agreements/economic interests’ agreements which are entered into where a party does not have direct interest in the assets but instead has an interest in the proceeds. As such it is crucial to determine from the agreements that the selling party actually has both legal and

It is usually the case that the seller will intend to part with only its share of a larger interest in the licence. It is therefore also imperative to review all the agreements that govern the relationships between all the existing owners of the entire interest so as to ascertain that there are no obligations or issues that might affect the buyer once it has acquired the seller’s part of the interest.

beneficial interest in the portion it wants to sell. The agreements that should be reviewed include but may not be limited to; the Heads of Agreement (HOA), the Joint Operating Agreement (JOA), the Technical Services Agreement (TSA), Deed of Assignment where necessary.

Financial Documentation It is usually the case that financial documentation for asset acquisition transactions will be handled by the foreign solicitors to the foreign banks providing the credit facilities, as relatively few Nigerian banks provide financing for oil and gas acquisitions. However, it is important for foreign solicitors to work in tandem with indigenous legal practitioners so as to get a holistic view of the transaction from a Nigerian perspective. A credit agreement is the primary document that evidences the terms of the loan transaction (the type may vary depending on the particular purpose of the loan). Supporting documents may include promissory notes; security instruments to create a lien on the borrower’s oil and gas assets and associated properties; escrow agreements; certificates; and financing statements.

It must be noted that the above is a mere guide and should in no way be construed as exhaustive. As such, all prospective buyers should ensure that they are up to speed with the relevant regulations and procedures as they apply to Nigeria and solicit experienced professionals to enable them achieve their goals adequately and satisfactorily.

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PRIVATIZED POWER ASSETS: WHO ARE THE NEW OWNERS?Out of the eighteen original unbundled PHCN firms fixed for privatisation, fifteen have now been confirmed with the receipt of take over documents and the physical hand over of assets while three are still pending. Two out of the three, the Afam generating company (GENCO) and the Kaduna distribution com-pany (DISCO); will collect their documents at a later date. With the preferred bidder for the Afam GENCO expected to pay a total of $260m within 6 months, based on a different time-table and the preferred bidder for the Kaduna DISCO, which also has a separate time-table, expected to pay a total of $163m within 6 months. The third, which is the Sape-le GENCO, has preferred bidders who have been given an extra three months to complete payment of the balance of $21million of the total bided price of $201million. The preferred bidders; CMEC/Eurafric Limited had paid a total of $180 million, but asked the NCP for more time to complete payment after the reserved bidder, Nestle oil/Julius Berger bided $106 million for the Sapele power firm. In total the potential proceeds from the sale of the DISCOs once the final Kaduna DISCO is paid for will amount to $1.419bn while the potential proceeds from the sale of the GENCOs (in-cluding Afam and Sapele) should amount to $1.65bn (best case) or $1.55bn (worst case scenario).

F E AT U R E

ELUMELU

OTEDOLA

OSIBODU

The physical hand over of ownership of the unbundled PHCN assets to the new owners of five GENCOS and ten DISCOS by President Goodluck Jonathan on November 1st has no doubt heralded a new dawn in the power sector. However, the take-over of the assets has also raised new questions as to the credibility of

the companies behind the purchases and as to whether they will be able to deliver in terms of adequate technical expertise and manpower, handling of capacity, as well as the delivery of quality services across their various jurisdictions.

Summary: The Ughelli power plant with an installed capacity of 972 MW was acquired by the Transcorp/Woodrock Consortium through a debt financing facility arranged by African Finance Corporation (AFC), United Bank for Africa Plc (UBA), First City Monument Bank (FCMB) and Fidelity Bank. Mr. Tony Elumelu, a former CEO of UBA played a major role in the deal through his company Heirs Holdings Ltd. Mr. Elumelu had a stellar track record as a banker during his time as CEO at UBA and since his retirement in 2010, his brain child; Heirs Holdings has been promoting businesses, especially small and medium scale enterprises across Africa.

Transcorp Ughelli Power Limited (TUPL), which also has Wood Rock Energy Resources Limited, Symbion Power LLC, Thomassen Holding Limited, Medea Development SA, Tenoil Petroleum and Energy Services Limited and PSL Engineering and Control Limited as equity investors/partners, plans to immediately carry out a three-phase operation of “quick wins, refurbishment and expansion.” These involve activities that will immediately address the shortage in available capacity and increase the power generation capacity of the plant from 300 MW to over 1500 MW in the next five years.

Ughelli Power PlantAssets

TRANSCORP/WOODROCK CONSORTIUM

$300Cost Million

Key Individuals: Mr. Tony Elumelu (Chairman, Transcorp Group), Mr. Obinna Ufudo (CEO, Transcorp Group) Mr. Adeoye Fadeyibi (CEO, Transcorp Ughelli Power Limited)

F E AT U R E

Summary: The acquisition of the Geregu power plant, with an installed capacity of 414 MW was spear headed by Mr. Femi Otedola, who is also the chairman of Amperion’s parent company Forte Oil. Forte Oil owns 57% of Amperion’s equity, while its technical partners BSG Resources Limited; a global diversified energy group owns 38% and the Shanghai Municipal Electric Power Company (SMEPC); the world’s largest power company has a 5% stake.

Mr. Otedola, a business man of many concerns is widely recognized as a stalwart in the downstream petroleum sector, through his affiliations with Zenon Petroleum and Gas Limited and subsequently, Forte Oil. According to the CEO of Forte Oil, Mr Akinfemiwa, the move into power is part of the company’s transformation programme which includes its diversification into other high margin energy sectors such as power generation and upstream exploration and production. Amperion Power, utilizing the strengths of its technical partners has stated that it intends to ramp up the capacity of the plant by about 50% to over 600 MW in the short to medium term.

Geregu Power PlantAssets

AMPeRION POWeR DISTRIbUTION LIMITeD

$132Cost Million

Key Individuals: Mr. Femi Otedola (Chairman, Forte Oil), Mr. Akin Akinfemiwa (CEO, Forte Oil)

Summary: The Kainji and Jebba power stations both owned by Kainji Hydro Electric Plc was part funded by a medium term syndicated acquisition facility. The syndication was funded by Guaranty Trust Bank (GTB) and Africa Finance Corporation (AFC).

Col. Sani Bello (rtd) is the spearhead of Mainstream Energy Solutions Limited (MESL) and is a former military administrator of Kano state. He has also been either chairman or director of several companies including MTN, Law Union & Rock Insurance Plc and Amni Petroleum. The consortium of companies which have equity interests in MESL include; Allstream Energy Solutions, Amni International Petroleum Development Company, Anchorage Holdings Limited, Bullet International, Conexel Nigeria Limited, Confluence Cable Network (“CCN”) and Crust Energy.

MESL also has a technical partner in the form of Russian company, RusHydro Group which has significant hydro power experience across Russia and several bi-lateral relationships in Asia and Europe. MESL has restated that its focus is to sustain the current capacity and meet the five-year target of 1500 MW as contained in the terms of concession for Jebba and Kainji hydro companies. It recently added another unit to the Jebba hydro station, increasing the plant’s capacity from 380 MW to 450 MW

Kainji Hydro electric Plant andJebba Hydro Station

Assets

MAINSTReAM eNeRGy SOLUTIONS LIMITeD

$170Cost Million

Key Individuals: Col. Sani Bello (Chairman, Mainstream), Alhaji Ismaila Isa (Vice Chairman, Mainstream), Brig Gen. Tunde Ogbeha (Director, Mainstream)

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Summary: North South Power Company Limited acquired the 600MW capacity Shiroro power station with the help of a successfully arranged debt financing deal by UBA, which acted as the financial adviser and mandated lead arranger of the transaction.

Former military head of state, General Ibrahim Babangida has been strongly linked to North South Power as its primary promoter; however representatives of the company have vehemently denied this. The “official” members of the consortium behind North South Power include; XS Energy Limited, BP Investment Limited, Urban Shelter Limited, Transatlantic Development and Investment Company, Roads Nigeria Plc (Nigeria) and Niger State Government. The consortium is also backed by their technical partners, China International Water Electric and China Three Gorges Corporation.

The company’s vice chairman Engineer Olubunmi Peters has indicated that North South Power intends to add 600 MW into the national grid and then add 200 MW in its third year.

Shiroro Power StationAssets

NORTH SOUTH POWeR COMPANy LIMITeD

$111.7 Cost Million

Key Individuals: Eng. Olubunmi Peters (Vice Chairman, North South Power)

Summary: KEPCO Energy Resources, a joint venture between Korea Electric Power Corporation (KEPCO), a South Korean power company with assets across the globe and Nigeria’s Sahara Energy Group; had in 2007 acquired a 51% equity stake in the 1,320 MW capacity plant at a cost of $280 million, as part of the ongoing privatisation process of the country’s ailing power sector by the Federal Government. However, due to several challenges, the handover of the plant to KEPCO was delayed for over 6 years. KEPCO was then offered additional 19% shares in 2013 through a supplemental share purchase agreement, thus bringing the total acquisition by the company to 70%. Under the new terms, the Council asked KEPCO to pay 51% of the plant’s shares at the 2007 valuation of $549.01million, and pay for an additional 19% of the shares at the current valuation of $670 million.

egbin Power StationAssets

KePCO eNeRGy ReSOURCeS LIMITeD

$407.3 Cost Million

Key Individuals: Mr. Tonye Cole (CEO, Sahara Energy Group), Mr. Tope Shonubi (Executive Director, Sahara Energy Group)

Key Individuals: Alhaji Yusuf Hamisu Abubakar (CEO, Sahelian Power), Alhaji Umaru Mutallab (Chairman, Sahelian Power)

Kano electricity Distribution CompanyAssets

SAHeLIAN POWeR SPV LIMITeD

$102Cost Million

Summary: Sahelian Energy Power SPV Limited, which acquired the Kano Disco for $102 million, is a consortium comprising Incar Power Limited (IPL) which is promoted by Alhaji Umaru Muttalab, Dantata Investment and Securities Limited which is promoted by Alhaji Aminu Dantata, Sahelian Energy and Integrated Services Limited (SEIS), promoted by Alhaji Yusuf H. Abubakar, Highland Electricty Limited (HEL), promoted by Alhaji Kashim Bukar Shettima and Kayseri Ve Civari Elektrik T.A.S. (KCETAS), a Turkish electricity generation and distribution company.

The chairman of Sahelian Power, Alhaji Umaru Mutallab is a respected business and banking mogul, largely credited for playing a major role in introducing Islamic Banking into Nigeria. Alhaji Yusuf Hamisu Abubakar, the managing director of Sahelian Power, is a commissioner at the Nigerian Communications Commission (NCC), a one-time executive secretary of the Petroleum Development Trust Fund (PTDF) and former lecturer at the University of Nigeria, Nsukka and the Ahmadu Bello University, Zaria. He is also board member at Niger Insurance Company and was said to have once been nominated for a ministerial post by Vice President Namadi Sambo.

Summary: Vigeo Power Limited acquired the Benin Electricity Distribution Company through the assistance of Stanbic IBTC, which helped in raising equity and providing debt financing to part fund the acquisition. Mr. Victor Gbolade Osibodu, the main promoter behind the Vigeo consortium, is the chairman of Vigeo Holdings and is also the husband of former managing director of Union Bank, Mrs. Funke Osibodu. Mrs. Osibodu is now the current managing director/CEO of Vigeo Power Limited.

Vigeo Holdings has been running a company called Global Utilities Management Company (GUMCO) founded in 1999 as a utility infrastructure management company providing services to improve the efficiency in the downstream sector of the electric power industry. GUMCO has, in the past few years, been involved in the National Prepayment Metering Programme in partnership with the Benin Electricity Distribution Company.

The consortium comprises Vigeo Holdings Limited, as the consortium lead and equity member, Global Utilities Management Company Limited (GUMCO) as local technical partner and equity member, African Finance Corporation (AFC) as equity member and Tata Power Delhi Distribution Limited (TPDDL) as well as the Calcutta Electric Supply Corporation Limited (CESC) as the foreign technical partners. According to Osibodu, the consortium plans to invest an additional N40billion into the Benin Disco for infrastructure over the next five years.

benin electricity Distribution CompanyAssets

VIGeO POWeR LIMITeD

$129Cost Million

Key Individuals: Mr. Victor Gbolade Osibodu (Chairman, Vigeo Holdings), Mrs. Funke Osibodu (CEO, Vigeo Power)

Summary: Standard Bank of South Africa (SBSA) acted as the financial advisors to Copperbelt Energy Corporation (CEC) Plc with respect to its acquisition of 60% shareholding in Abuja Electricity Distribution Company vide Kann Utility Consortium Company Limited. SBSA and Stanbic IBTC also assisted KANN Utility Consortium Company Limited in respect of posting of its bid bonds, preferred bidder’s guarantee and providing debt financing to part fund the acquisition.

KANN Utility Consortium is a joint venture between CEC and Xerxes Global Investments Limited. CEC is a twenty year old Zambian based company engaged in generation, transmission and distribution of electricity predominantly to the mining sectors in Zambia, Congo Democratic Republic and South Africa. The chairman of the company Alhaji Shehu Malami is an astute business man who has been chairman of companies such as Costain and PZ. Former director in charge of operations at CEC, Neil Croucher is to head the new interest as managing director.

Abuja electricity Distribution Company

Assets

KANN UTILITy CONSORTIUM COMPANy LIMITeD

$164Cost Million

Key Individuals: Alhaji Shehu Malami (Chairman, KANN Consortium), Mr. Neil Croucher (CEO, KANN Consortium)

Ikeja electricity Distribution CompanyAssets

NeDC/KePCO CONSORTIUM

$131Cost Million

Key Individuals: Mr. Kola Adesina (Chairman NEDC/KEPCO), Mr. Tonye Cole (CEO, Sahara Energy Group), Mr. Tope Shonubi (Executive Director, Sahara Energy Group)

Summary: New Electricity Distribution Company (NEDC) and Korea Electric Power Corporation (KEPCO), which are partnering Sahara Energy as local partners, acquired the Ikeja Distribution Company. Tope Sonubi and Tonye Cole are known players in the Nigerian oil and gas sector and as noted above, had already been involved in the power sector as way back as 2007 through their partnership with KEPCO with regard to the Egbin GENCO.

There were some negative reactions to the fairness of awarding the Ikeja DISCO and Egbin GENCO to the same consortium as this could lead to monopolistic behaviour and could adversely affect efficiency. However, the chairman of the Technical Committee, National Council on Privatisation; Mr. Atedo Peterside stated that the rules allow a core investor to win a maximum of any two DISCOs and one GENCO. The chairman of the NEDC/KEPCO consortium, Mr. Kola Adesina, on his own part has taken a tough stance against institutional debtors, especially government parastatals, warning them to pay up their debts or face disconnection.

F E AT U R E F E AT U R E

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Summary: The Governments of Bayelsa, Cross River, Akwa Ibom and Rivers State are firmly behind the 4Power consortium which acquired the Port Harcourt Electricity Distribution Company, with Rivers State in particular authorizing Guarantee Trust Bank Plc (GTB) to issue bonds and guarantees on behalf of 4Power Consortium Limited to enable the acquisition of the asset.

4Power Consortium Limited has nine equity companies in the consortium including; Taleveras Group of Companies Limited; Lilleker Brothers (Nigeria); Income Electrix Limited/CESC Limited Joint Venture; Skyview Power Technologies Limited; First Independent Power Company Limited; Akwa Ibom Investment and Industrial Promotion Council (AKIIPOC); Paradise Power Nigeria Limited; Bayelsa Electricity Company Limited; and CESC. The chairman of 4Power Consortium, Mr. Augustine Nwokocha, is also the commissioner of energy for Rivers State. He has stated that the new company’s core functions will continue to be distribution and marketing of electricity in Rivers,Akwa Ibom,Bayelsa and Cross River States in Nigeria’s South-South region.

Port Harcourt electricity Distribution Company

Assets

4POWeR CONSORTIUM LIMITeD

$124Cost Million

Key Individuals: Mr. Augustine Nwokocha (Chairman, 4Power Consortium), Governors of Bayelsa, Cross River, Akwa Ibom and Rivers State

Summary:Integrated Energy was one of the earliest firms to complete payment for its respective bids and was the only investor that acquired two distribution companies. The company is promoted by a former military head of state, Gen. Abdulsalami Abubakar. The retired general was Nigeria’s head of state for almost a year after the death of his predecessor, Gen. Sani Abacha in 1998. He is currently regarded as an elder statesman with several international appointments and honorary degrees. The vice chairman of the company, Mr. Tunde Ayeni, is a seasoned lawyer and astute business man and currently sits on the board of Skye Bank and Aso Savings and Loans Plc. Integrated Energy has entered into a technical partnership with the Manila Electric Company (MERALCO), the Philippines largest distributor of electric power, to manage its technical facilities. The vice chairman Mr. Tunde Ayeni has said that the company is planning to invest in massive human capital development and advanced technological input to ensure stable power in the country and also intends to promote the culture of energy saving.

Ibadan electricity Distribution Company, yola electricity Distribution Company

Assets

INTeGRATeD eNeRGy DISTRIbUTING AND MARKeTING LIMITeD

Cost

($126.75 million for Ibadan and $44.25 million for yola)

$171 Million

Key Individuals: Gen. Abdulsalami Abubakar (Chairman, Integrated Energy), Mr. Tunde Ayeni (Vice Chairman, Integrated Energy), Dr. Sola Ayandele (CEO Integrated Energy)

Key Individuals: Alhaji Garba Mohammed Noma (Chairman, Aura Energy),

Jos electricity Distribution CompanyAssets

AURA eNeRGy LIMITeD

$82Cost Million

Summary: Alhaji Garba Mohammed Noma, is the key promoter of Aura Energy. He is a seasoned administrator with more than thirty years’ experience at senior executive level in the Nigerian public and private sector. He is also a politician and a former speaker of the House of Assembly in Bauchi State in the first republic.

The Aura Energy Limited consortium is made up of Aura Energy Limited and its technical partner; Aydem Elektrik Dagitim A.S. of Turkey. Aydem has over 20 years experience in the Turkish power sector and currently distributes reliable energy supplies to over 1.5 million customers in its distribution region. It is to provide Aura Energy with its specialist knowledge and expertise to improve the performance of the Jos Electricity Distribution Company.

Summary: The Enugu DISCO was acquired by the Sir Emeka Offor promoted Interstate Electrics amidst some controversy. It did not meet up with the 75% payment deadline and many questioned why Interstate Electrics should be given the nod ahead of other capable bidders like Eastern Electric sponsored by a consortium of investors which included Geometric Power Limited led by Professor Barth Nnaji, the five South Eastern State governments, Nestoil, Aba Power Limited and Mr. Pascal Dozie, the founding chairman of Diamond Bank. It however emerged that Interstate took advantage of the available window for the completion of outstanding balance as spelled out in the Share Purchase Agreement (SPA).This apparently gave Interstate Electrics a 20 working day extension after the expiration of the original deadline on August 21 to make payment.

Sir Emeka Offor, is the Chairman of Interstate Electrics while he is also chairman of Chrome Consortium Energy Nigeria Limited, a company with interests in oil and gas services, telecommunications and logistics. Interstate Electrics Limited consortium comprises Chrome Consortium Energy Nigeria Limited, Powerhouse International Limited, and Metropolitan Electricity Authority (MEA) as the consortium’s technical partner. Metropolitan Electricity Authority of Thailand possesses over 50 years experience and currently distributes over 12,000MW of electricity in Thailand.

enugu electricity Distribution Company

Assets

INTeRSTATe eLeCTRICS LIMITeD

$107.4 Cost Million

Key Individuals: Sir Emeka Offor (Chairman, Interstate Electrics Limited)

Summary: Mr. Charles Momoh, Dr. Tunji Olowolafe and Mr. Ernest Orji are the key promoters of West Power and Gas Limited (WPG). Mr. Momoh, aside from being chairman of WPG is also the managing director of Atlantic Meridean Limited, an indigenous oil servicing company. Dr. Olowolafe, a medical doctor by profession, is the chairman and managing director of Deux Project Limited, a civil engineering, construction and consultancy company. He also sits on the board of several other companies. Mr. Orji, a former non-executive director of Finbank Plc, prior to his removal along with three others by the Central Bank of Nigeria, is the chairman of Alpha Consortium Limited, a company with considerable experience in the power sector. He is also the lead investor of a consortium that owns the Southern Sun Ikoyi Hotel.

The WPG consortium comprises Alpha Consortium Limited, Atlantic Meridean Limited, Africa Infrastructure Investment Fund 2 Mauritius, and Siemens Limited of Germany, the executor of the recently commissioned 434mw Geregu II National Integrated Power Project (NIPP) under the Niger Delta Power Holding Company (NDPHC). WPG has allocated $250 million towards rehabilitation work while it has allocated a further US$48 million towards a power purchase agreement with the Nigerian Bulk Electricity Trading Plc (NBET).

eko electricity Distribution CompanyAssets

WeST POWeR AND GAS LIMITeD

$135Cost Million

Key Individuals: Mr. Charles Momoh (Chairman, West Power and Gas), Dr. Tunji Olowolafe (Director, West Power and Gas), Mr. Ernest Orji (Director, West Power and Gas)

F E AT U R E F E AT U R E

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While government numerous policies of taxation and tariff on the importation of LPG accessories are hindering the deepening of the domestic market of the product, government agencies have put in place stringent measures on the certification to import LPG equipment.

Before meeting up the expected requirement for import certification, this reporter reliably gathered that importers of LPG equipment are coerced to pay the flight and accommodation fee for government agency workers to inspect and verify the standard of the equipment. The equipment in questions which are not produced in the country include cylinders, burners, hose, pipes, storage tank among others.

When finally certified, it was also learnt that government agencies collect a certain percentage on the total import charge of the products. With this development in addition to government unfriendly policies, importers of LPG accessories have no choice than to pass the burden to the final consumers in other to make profit and stay in business.

The high price of these accessories unquestionably makes it difficult for end user to purchase them thereby limiting the growth of LPG in the country which

The Lagos State Ministry of Energy and Mineral Resources only came into existence as recently as July 2011; could you please give us the functions of this relatively young ministry?The Ministry of Energy and Mineral Resources was formerly the Office of the Special Adviser on Mineral Resources Development and it was officially created by the Lagos State Government in July 2011 in a move which was aimed at developing the State’s capacity to attend to the energy needs of the Lagos populace and to also explore the hydrocarbon, oil and gas potentials as well as other mineral resources of the State. The function of the ministry in the medium to long term include developing and Implementing a comprehensive energy policy for Lagos State that will support the State’s overall socio-economic development plans, job creation and revenue generation. The key objective of this policy is aimed at positioning Lagos as a leader in energy sufficiency and energy security through Private Public Partnership. The policy guidelines will also contain appropriate strategies for the development of both conventional and renewable power solutions, diversification of fuel usage, gas supply, petroleum products strategic reserves and infrastructure monitoring. This also means engaging with Federal Government on energy related issues such as the power sector reform, gas master plan, gas revolution and also the oil industry reform.

What minerals or natural resources asides from oil is Lagos State abundant in?Lagos is blessed with several natural resources. For instance we have silica or glass sand in areas such as Badagry, Ikorodu and Epe; clay in Ikorodu and Epe; gravel, sharp sand and laterite at Epe, bitumen at Ibeju Lekki, limestone in moderate amounts in areas such as Itoikin, Eredo-Epe, Emuren and also a recent geological mapping project showed some shale gas or shale play at Ibeshe through Victoria Garden City to Sangotedo. Although it must be added that this was not in any commercial quantities.

INTERvIEW WITH THE HON. COMMISSIONER FOR ENERGY, LAGOS STATE-MR. TAOfIq TIjANIAmidst the various energy related activities currently taking place in Lagos State, Energy Mix Report recently caught up with the Lagos State Commissioner for Energy and Mineral Resources; Mr. Taofiq Tijani to help shed more light on these various activi-ties.

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What plans does Lagos State have in terms of the development of these natural resources? Well we have several plans in the works for these resources; for instance we have plans to establish a world class geo-science laboratory in partnership with foreign companies. We’re also trying to create an enabling environment for investors in Lagos State by improving the power sector as well as social amenities such as roads etc. The State has already invested heavily in the geological investigation of these minerals in an attempt to increase the data base available on these minerals for would be investors. For silica sand and clay in particular, Lagos State plans to develop these minerals through the use of compact technology which will enable small scale enterprises to take advantage of the opportunity for investment purposes. The expected end products include glass and ceramics respectively. Also, for the traces of shale gas discovered, this unconventional hydrocarbon resource will boost the economy of the State in the long run if it is harnessed properly and adequately through the effective collaboration with the relevant Federal agencies.

What is the current situation of the Lagos State Independent Power Plants (IPPs) aimed at increasing power generation in the state?With respect to the independent power plants initiated by Lagos State, it is essential to clarify that the IPP are designed to provide adequate and reliable power supply to government facilities. This by extension will lead to increased power supply within the State by taking State facilities off grid, thereby augmenting power supply available to Lagosians. As a result, in its quest to increase the number of grid-independent government facilities, the State has completed two operational gas fired independent power projects namely; the 12.15 MW Akute independent power project supplying the Akute water works and other adjoining facilities within the location and also the 10 MW Island independent power project. The 10MW Alausa independent power project has also recently been completed in conjunction with Oando and has

commenced operation. It is aimed at supplying the Alausa Secretariat and other government facilities in its environs.

What are the major challenges facing this ministry in terms of ensuring that Lagos State has adequate power supply for its ever increasing population?With respect to challenges facing the Ministry in terms of ensuring that Lagos State has power for its ever increasing population, it needs to be stated that electricity generation and supply is in the exclusive list in the Nigerian Constitution, so that is a limiting factor for us. As a result, the State is continually exploring avenues to work with the Federal Government to ensure that power generation is increased through captive and embedded operation. Also, it is my hope that the recent privatisation of the PHCN assets will have a positive impact on the Lagos populace.

How do Lagos State and the Ministry of Energy and Mineral Resources feel about the recent discovery of oil in the state by the Lekoil/Afren consortium?We, at the Ministry have always been aware of the fact that offshore Lagos has the potential of becoming an oil producing region like the Niger Delta, if enough exploration and exploitation activities are undertaken. So it’s not exactly news to us that the consortium struck oil, we are however excited at the potential prospects of this discovery.

From the current information at your disposal, do you feel that this discovery will yield commercial amounts of oil?According to the reports we have received, the estimations from the Ogo 1 well located in OPL 310, offshore Lagos by the Afren/Lekoil Consortium has surpassed pre drill expectations at the end of on-going evaluations. Based on the well data, the partners estimate the P50 to P10 gross recoverable resources range to be significantly ahead of pre-drill expectations at say between 774 to 1,180 mmboe, which is commendable and commercially in order I think.How does this discovery differ from that of the 1996 Aje field discovery in OML 113? Unlike Aje in OML 113 which is

predominantly a gas and condensate field, estimated at about 380 mmboe, the Ogo-1 well in OPL 310 contains significant light oil accumulation.

What are the economic and financial implications of this discovery for Lagos State? The discovery of oil at the Ogo-1 well definitely gives us hope of a huge economic boost for the State with particular regard to the possibility of more investments as well as potential revenue accruable to the State. It will also serve as a boost for the nation’s oil reserves as a whole.

Will Lagos demand for derivation like other oil producing states?I believe that when the well is put on stream and production begins, then Lagos certainly will become an oil producing State and as such we will definitely attempt to seek derivation like other oil producing States are doing in the country.

We are still waiting for the passage of the Petroleum Industry Bill at the federal level, will there be any similar petroleum legislation passed at the state level in light of this new discovery?Petroleum matters are strictly on the exclusive legislative list of the Federal Government. So no, I don’t believe there are any plans of enacting any similar legislation in Lagos State. However, I can categorically tell you that the portions of that bill that affects State Governments in any way will be jealously guarded in the best interest of the citizens of Lagos State.

Speaking of petroleum legislations, an oil and gas bill was recently passed setting up Ibile Oil and Gas Corporation. What are this organization’s functions and how will it interact with other players in the Nigerian oil and gas industry?Ibile Oil and Gas Corporation is a special purpose vehicle that will represent the State’s interests in relation to oil and gas matters. It will be granted the power to engage in all oil and gas upstream activities, including exploration, drilling and production, it will also have the capacity to invest in a company or consortium for the purpose

of participating in oil and gas bid rounds and seeking marginal field allocations. It will also have the capacity to acquire old or new exploration and drilling prospects and prospecting abandoned wells anywhere in Nigeria or overseas. Furthermore, it will serve to optimize the benefits of the petroleum policies of the Federal Government. And finally it will be able to acquire gas volumes and other supplies for the State as may be considered appropriate.

Lagos State recently had an energy conservation campaign spearheaded by the Governor and also the artist M.I. Could you please elaborate on what the campaign hopes to achieve?The main aim of the campaign is to call on Lagosians to embrace a conservative culture in the use of public utilities such as electricity and water. It generally says that we should switch off sockets or light switches that are not currently in use, and save it for future usage. The same goes for closing water taps to avoid wastage. By doing so, we save money and we save power for future usage. That’s purely the essence of the campaign.

Lagos State is also big on the drive for the usage of LPG as opposed to other sources such as kerosene. Do you feel the government’s aim to ensure LPG usage by most of the populace is achievable?Yes I do. The aim of ensuring LPG usage by most of the populace is achievable, going by the enormous advantages that

are in the use of LPG in comparison to kerosene stoves or firewood. To make the program a success, the State and private investors have started deploying LPG skid plants across the State to bring the product closer to the people. Also, Lagos State Government is distributing free cylinder stoves filled with gas to the populace to bridge the entering cost by rural dwellers. So to a large extent, the state is determined to ensure that the scheme is successful.

What is the current state of the development of the Lekki Sea Port and how will that impact on downstream activities in the State?The Lekki Sea Port development is on-going and it is expected to serve the needs of a vast number of investors in the Lekki Free Zone in due course. Furthermore, the port will be highly prospective for the distribution of petroleum products and the evacuation of related cargoes, relieving the Apapa sea ports from its present gridlock.

We, at the Ministry have always been aware of the fact that offshore Lagos has the potential of becoming an oil producing region like the Niger Delta, if enough exploration and exploitation activities are undertaken. So it’s not exactly news to us that the consortium struck oil, we are however excited at the potential prospects of this discovery.

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