Back-in rights represent the right to claim a 50 per cent share in the profits of the oilfield at any time without having to bear the corresponding industrial risk (borne solely by Eni and Shell). This clause allows direct access to the financial benefits derived from developing the block without any capital investment risk and, but from an industrial perspective, provides access to local companies, allowing to pass on techniques and expertise to support the country’s development (the clause that provides for back-in rights is included in Article 11 of the Block 245 Resolution Agreement).
A contract dated 29 April 2011 and signed by the FGN, SNUD, NNPC, NAE, and SNEPCO, by which the FNG’s minister of petroleum resources awarded OPL 245 to NAE and SNEPCO.
From 1970, the FGN adopted an indigenisation policy aimed at increasing opportunities for the local population to take part in economic activities within the country. The most tangible result of this policy was the issuing of laws to promote Nigerian companies and limit foreign ownership of businesses operating on the Nigerian soil. In the oil and gas sector in 1991, the government in Abuja announced an intensive programme to encourage local involvement in the Nigerian oil industry and known as the Indigenous Concession Programme (ICP). This programme involved the direct allocation of exploration blocks and areas to local oil companies. Unlike the indigenisation laws introduced to promote Nigerian businesses in other sectors of the economy, the implementation of the ICP in the oil and gas sector was never defined in a legal instrument, but rather remained a collection of principles applied on a case-by-case basis. These principles stemmed from the political agenda of Prof. J. Aminu, the Nigerian Minister of Petroleum and Mineral Resources from 1989 to 1992, and the details were developed by the Department of Petroleum Resources and described in the individual letters of allocation of the blocks (Source: Opinion of Professor Fidelis Oditah QC, SAN, expert witness of Eni S.p.A., March 2019).
A parameter used to measure the attractiveness of a project or acquisition by measuring the total return on an investment. The internal rate of return is defined as the discount rate that must be applied to all cash flows, both positive and negative, within a project or acquisition to produce a net present value of zero (Source: OpenEconomics – “Bloc 245 – Assessment of the price paid” – march 2019)
The NNPC is a Nigerian government agency involved in all oil activities in the country. Founded in 1977, it was formed from the previous NNOC (Nigerian National Oil Company) – established by the government to hold a minimum 60 percent interest of all oil-producing companies operating in Nigeria – and then taken over by the Ministry of Petroleum Resources in 1977 to set up the NNPC. Since then, it also took on commercial and regulatory responsibilities.
A type of contract used in non-OECD oil-producing countries, whereby the mining rights are owned by the state company of the granting country, which is usually awarded exclusive control over hydrocarbon exploration and production, with the ability to enter into contractual relationships with other companies (either foreign or local). Through the contract, the Contracting party (the state-run company) entrusts the Contractor (the third-party company) with the task of conducting the exploration and production work, using its own technologies and funding. The financial terms of the contract see the exploration risk borne by the Contractor and production divided in two components: one (Cost Oil) to recover the Contractor’s costs, and the other (Profit Oil) divided as profit between the Contracting Party and the Contractor, according to variable allocation patterns. Using this as a starting point, each specific contract may differ depending on the countries involved (Source: OpenEconomics – “L’interesse pubblico della Nigeria alla firma del Resolution Agreement dell’aprile del 2011. Valutazione delle ricadute del progetto sul sistema socioeconomico della Nigeria.” Rome, 12 March, 2019. Volume B: Technical Annex).
The commercial section of the High Court of Justice of England and Wales, which specialises in complex international commercial lawsuits. The court is presided over by judges renowned for their independence, proficiency, and rigour.
THIS WEBSITE (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OR IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON AS THAT TERM IS DEFINED IN THE SECURITIES ACT (A "U.S. PERSON"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD REQUIRE THE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL (THE "OTHER COUNTRIES"). THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO THE CORRESPONDING REGULATIONS IN FORCE IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE “OTHER COUNTRIES” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. NO PUBLIC OFFERING OF SUCH SECURITIES IS INTENDED TO BE MADE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN THE “OTHER COUNTRIES.”
In any Member State of the European Economic Area ("EEA"), the information contained in this website is only directed at and may only be communicated to persons who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
The information to which this website gives access is directed only at persons (i) who are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons, or in the EEA, with Qualified Investors. Any person who is not a relevant person, a Qualified Investor or otherwise permitted under applicable law or regulation to access the information, should not act or rely on the information contained herein.
Confirmation of Understanding and Acceptance of Disclaimer
These materials are for informational purposes only and are not directed to, nor are they intended for, access by persons located or resident in the United States, Australia, Canada, Japan or South Africa or any of the Other Countries. I certify that:
I am not resident of, or located in, the United States, Australia, Canada, Japan or South Africa or any of the Other Countries or I am not a U.S. Person; or
If I am a resident of, or located in, the EEA, I am a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation; or
If I am a resident of, or located in, the United Kingdom, I am a Qualified Investor and a relevant person.
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms and I am permitted under applicable law and regulations to proceed to the following parts of this website.
WARNING: the above certification constitutes a "self-certification" pursuant to Decree of the President of the Italian Republic No. 445 of 28 December 2000. False certifications are punishable by law.
You must read the following information before continuing.
The information contained in this segment of the website is not intended for, and must not be accessed or distributed or disseminated to persons resident or physically present in the United Kingdom, Canada, Australia, Japan or any other jurisdiction in which it is unlawful to do so. The information also is not intended for, and must not be accessed or distributed or disseminated to persons resident or physically present in Italy who are not “qualified investors” (investitori qualificati), as defined in Article 2, letter e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) pursuant to Article 1, fourth paragraph, letter a) of the Prospectus Regulation as implemented in Italy by Article 35, paragraph 1, letter d) of CONSOB regulation No. 20307 of February 15, 2018.
By clicking the button below labeled “I agree”, you are certifying that (A) if you are in the European Economic Area, you are a “Qualified Investor”; (B) you are not accessing this portion of the website from the United Kingdom, Australia, Canada or Japan; (C) if you are a resident or physically present in Italy, you are a qualified investor as defined under the Prospectus Regulation as implemented in Italy by Article 35, paragraph 1, letter d) of CONSOB regulation No. 20307 of February 15, 2018; and (D) you are not located in a jurisdiction where it is unlawful to access this portion of the website.
You acknowledge that the information and statements contained in the document you are accessing on this website speak only as of the date of such document (or such other date(s) specified therein), and such information and statements may become inaccurate, stale and/or out-of-date thereafter and should not be relied upon for any investment decision.
You acknowledge that the materials on this website that you are accessing are confidential and intended only for you and you agree you will not forward, reproduce, copy, download or publish any of such materials (electronically or otherwise) to any other person if this is not in accordance with the law.
You acknowledge that the access to information and documents contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access this portion of the website. If you are not authorized to access the information and document contained on this portion of the website or you are not sure that you are permitted to view these materials, you should leave this portion of the website.
You acknowledge that no registration or approval has been obtained and Eni Gas e Luce S.p.A. società benefit and its affiliates assume no responsibility if there is a violation of applicable law and regulation by any person.
By clicking the button below labeled “I agree”, you are confirming that you have read and understood the disclaimer above.
If you cannot so confirm, you must exit this portion of the website
