The Ghana National Petroleum Corporation (GNPC), with the blessing of its Board Chairman, Freddie Blay, is seeking to offload some of Ghana’s oil interests to the South African National Company (PetroSA) despite the rejection by the Minister for Energy, Dr. Matthew Opoku Prempeh, who has described the whole process as scandalous and a complete absurdity.
The Chronicle has in its possession corresponding documents on the deal, including Minister Prempeh’s distress call to Jubilee House to intervene in the matter.
According to Dr. Opoku Prempeh, it was revealed during one of their meetings in South Africa that “it is actually the [Board] Chairman of GNPC who has been pushing for PetroSA to pre-empt the Ghana stake, which is a posture that clearly undermines government policy.
“…It is quiet for the Chairman to be undermining both the viability of GNPC and also the policy objectives of improving government revenue from petroleum, especially in the context of the energy transition,” the Energy Minister told Jubilee House in a letter.
The GNPC is inviting PetroSA, a South African National Oil Company, to purchase 50% of the 7% interest recently acquired by the Government of Ghana from Anadarko West Cape Three Points Company (WCTPC).
The GNPC is also proposing an equal split of the Deep Water Tano (DWT) portion, which would decrease the government’s interest.
Anadarko Offshore Holding Company LLC sought to wind up its operations in Ghana and its subsidiary, Anadarko WCTP Company, an offshore company registered in the Cayman Islands, which holds Anadarko’s interests in Jubilee, DWT and WCTP.
This subsidiary was to be sold to Kosmos Energy Holdings Ghana Limited. After a series of negotiations and a settlement agreement reached with the Ghana Revenue Authority, the government negotiated with Anadarko that Kosmos could acquire the said stake, on condition that the state would purchase 7% of the stake, worth about US$164.8 million, following which the government granted its consent to the transaction.
The Ministry of Energy wrote to the Ministry of Finance in 2021 to utilise part of the negotiated tax settlement of US$170 million to support GNPC in acquiring the interest that Anadarko had carved out in the offshore entity, Jubilee Oil Holding Limited (JOHL), in the Cayman Islands, to which the Minister of Finance acted positively.
AGREEABLE
A letter dated April 23, 2023 signed by the Board Chairman of the GNPC, Freddie Blay, said following legal advice “the GNPC Board has considered and are agreeable to your proposal to share the interest in an equal split in the DWT interest held by JOHL.”
He continued: “Our Board, considering your strong views in maintaining PetroSA’s claim to pre-emptory rights afforded under the DWT Joint Operating Agreement, and being desirous to continue to cultivate the cordial relationship between our two entities, agrees that this split is prudent to both parties’ interests.”
Addressed to the Petroleum Oil and Gas Corporation of South Africa (SOC) Limited, through Mr. Nkululeko Poya, the GNPC Board Chairman said that in agreeing to the split, the GNPC expected that PetroSA would relinquish any further or future claims on the remainder of the DWT interest held by JOHL.
It is instructive to note from Freddie Blay’s letter that he informed the South Africans that the agreement “remains subject to the written consent of the Minister of Energy for Ghana.”
The letter further said the GNPC shall consider a long stop date of three calendar months from the date of this letter to reach a final sale and purchase of the equal split in the DWT interest held by JOHL.
He blamed the decision on “unforeseen and unexpected delays on the side of the Government of Ghana and its representatives on this matter.”
ABSURDITY
On May 16, 2023 the Minister for Energy, Dr. Matthew Opoku Prempeh, wrote a letter to Jubilee House to report what he described as absurdity in the decision that had been taken by the GNPC and its Board to undertake the deal.
The Minister, in his letter to Jubilee House, through the Secretary to the President, attached the Freddie Blay letter, which mentioned the equal split of DWT, arguing that it “would decrease government’s interest.”
According to the Minister, the action by the Board Chairman was in direct contravention of the government’s directives to increase Ghana’s share in the oil sector.
Giving some background, the Minister for Energy reminded the President that under the Joint Operating Agreement, the contractor parties have rights to pre-empt any direct or indirect transfer of another’s participating interest in any of the Petroleum Agreements (PAs).
He argued that such pre-emption must be served on the transferor, in this case Anadarko, and not the transferee, GNPC. The Minister told the President that Anadarko had concluded its transaction and was no longer a party.
He stated that in the pre-emption that the Board Chairman is entertaining, neither GNPC nor the government is party to the JOA, indicating that it was not clear under what framework the GNPC/PetroSA transaction will be conducted.
According to the Minister, there were no pre-emption rights contemplated under the PA, which should be exercised by Anadarko’s partners, as a condition for the negotiated agreement or consent granted by the Government of Ghana.
He further argued that the process leading to the granting of the government’s consent was indeed a process of negotiation and settlement that had no bearing on the JOA.
Dr. Opoku Prempeh argued that the pre-emption requirements under the JOA were required and, therefore, could not be binding on either the GNPC or the Government of Ghana.
He argued further that these subordinate rights could also not be reinstated after the consent for the transaction that was considered by him in the first instance had been granted.
“In any case, the Minister has been very clear to both GNPC and PetroSA that a new request for consent will not be granted. This fact is known to the Chairman of the GNPC.
It is absurd that knowing the position of the Minister, and having taken an opposite stance against the Ministry’s directive, the Chairman is at the same time cautioning PetroSA in paragraph 4 of his letter,” the agreement remains subject to the written consent of the Minister for Energy for Ghana.
DIVESTMENT
According to the Minister, a transaction that purportedly seeks to offload about 50% of the DWT stake that GNPC already owns could be considered “a divestment of a beneficial interest of the state.”
He argued that the divestment would require far more than the consent of the Minister, adding that if the President agrees to it, the Petroleum Agreement would be applied, in addition to the processes outlined in the Public Financial Management Law, the SIGA Law, and potentially the approval of Parliament.
“One can imagine the uproar that this process will cause in the media,” Napo noted.
The Minister for Energy said that the Board Chairman was aware of a series of letters sent to the South African government through its Minister for Mineral Resources and Energy.
He said in a meeting in South Africa, with PetroSA in attendance, it was made clear that even though PetroSA could exercise rights under the JOA, any such action would not be approved by the government of Ghana.
GAINS
The Minister argued that since the consummation of this deal, GNPC has been able to repay substantially the initial loan that was granted to support the transaction. GNPC has also gone further to undertake significant work in the decommissioning of the Saltpond Field using revenues from JOHL liftings.
The Chronicle read from the Minister’s letter that GNPC is also paying for its commercial interest owned by Explorco, which is critical to the long-term survival and viability of GNPC.
“So, a proposal to fritter away the interest can only come from a person who lacks understanding of the role that these revenues are playing,” he told Jubilee House.
DIRECTION
Concluding his letter, the Minister for Energy said he was convinced that the path the Chairman had chosen was “not worth pursuing,” given the clear signal that the Ministry had already sent to PetroSA and the significant value that the JOHL interest stands to bring to the state.
“In the meantime, the Ministry will direct the Chairman and GNPC to cease and desist from any further flouting of the policy directions on this matter,” he ended.
CEASE NEGOTIATION
The paper has read a letter dated October 28, 2022 addressed to the Chief Executive of GNPC, from the Minister for Energy.
In the said letter, the Minister acknowledged updates on issues related to the JOHL and PetroSA’s proposed pre-emption and exploration activities.
These issues were the subject matter of the Minister’s meeting with the GNPC Board of Directors on October 13, 2022.
On PetroSA’s proposed preemption, the Minister bluntly told the GNPC to “cease any further negotiation with PetroSA” on matters of the intended preemption of the JOHL stakes.
He argued that the stakes were acquired by the government of Ghana with state funds, and the government has informed the South African government through their sector minister that “Ghana would not approve any preemption of the JOHL stakes”.
PETROSA’s RESPONSE TO THE GNPC LETTER
On May 7, 2023 the Chairman of the Board of PretoSA, Nkululeko Poya, responded to Freddie Blay’s letter of April 23, 2023 in which Mr. Blay mentioned that the GNPC was in agreement with the proposal for a 50/50 split.
PetroSA, in a response addressed to the GNPC, said it was “ecstatic that both parties have been able to come to an equitable and cordial remedy to the matter of JOHL’s acquisition of DWT interest, arising as a consequence of Anadarko’s disposal of their interests in Ghana, through a 50/50 split of the DWT interest held by JOHL.”
The letter continued that PetroSA, and by extension PetroSA Ghana Ltd., would, as part of the completion of the transaction, issue GNPC with a formal notice of relinquishment of its rights to the remaining DWT interests held by JOHL.
“We will formally approach your honorable minister for his consent to the assignment of the interest in question to PetroSA Ghana Ltd.
DISPLEASURE
On May 16, 2023, the Minister for Energy, Dr. Matthew Opoku Prempeh, wrote another letter to the Chairman of the GNPC Board of Directors, Freddie Blay, registering his displeasure for the latter’s actions in the matter.
He told the Board Chairman that it was obvious to him that in considering both parties interests, Freddie Blay had “totally ignored” the wider interests of the government and the people of Ghana, as well as the critical consideration that led to the acquisition.
He further told Freddie Blay that he did not believe he had carefully assessed the implications of the losses that this path would lead to.
The Minister said he had cause to formally respond to the Minister for Mineral Resources and Energy of South Africa, Gwede Mantasha, in two successive correspondences affirming the government of Ghana’s position on the matter, “and you were in copy in all instances.
It is, therefore, scandalous that, in spite of these directives, you have led GNPC to offer part of the government’s acquired JOHL interest in the DWT to PetroSA.
I direct that you cease and desist from any further flouting of the directives forthwith and withdraw the offer made to PetroSA in your letter of 23rd April, 2023 immediately.”
MONITORING
Meanwhile, the Institute for Energy Policies and Research (INSTEPR) says it is monitoring the happenings at GNPC and gathering more information.
Alleging that the GNPC Board was soon going to meet on the matter, INSTEPR said, “if the board approves this transaction in clear breach of the sector minister, we will know the actions to take to protect the revenue of this country,” its Executive Director, Kwadwo Nsafoah Poku, stated.
