The Human and Environmental Development Agenda has urged the Nigeria Upstream Petroleum Regulatory Commission to publicly disclose how outstanding environmental and decommissioning liabilities will be addressed before approving TotalEnergies EP Nigeria Ltd’s proposed sale of its 10 per cent non-operated interest in oil licences operated by the Renaissance Africa Energy Joint Venture.
HEDA, in a letter signed by its Chairman, Olanrewaju Suraju, and addressed to the NUPRC Chief Executive, Mrs Oritsemeyiwa Eyesan, urged the commission to thoroughly examine the environmental and financial implications of the proposed transaction before granting final approval.
The organisation said the request was necessary because of the longstanding environmental pollution associated with assets formerly operated by the Shell Petroleum Development Company Joint Venture.
HEDA said NUPRC must ensure that responsibility for cleaning up existing environmental damage was not transferred to an entity whose financial capacity to meet such obligations had not been demonstrated.
“TotalEnergies SE, the French parent company of TotalEnergies EP Nigeria Ltd, was served on July 1, 2026, with a writ of summons to appear before the President of the Paris Judicial Court in proceedings seeking documents relating to the proposed sale to Vaaris Resources JV CO Limited, particularly documents concerning the allocation and transfer of environmental liabilities, including responsibility for pollution,” the organisation said.
According to the civil organisation, the case is expected to be heard on September 29, 2026, with judgment anticipated before the end of the year. HEDA urged NUPRC to review the court documents and determine whether the proceedings could have implications for the proposed transaction before reaching a final regulatory decision.
The organisation also raised concerns about the potential scale of decommissioning liabilities associated with the former SPDC JV assets.
It cited Shell documents referenced in court proceedings in the United Kingdom, which it said indicated that the company was informed in 2014 that decommissioning existing SPDC assets could take several decades and cost an estimated $10.9bn.
According to HEDA, the estimate would amount to about $14bn when adjusted to current dollar values. Based on the respective interests in the former SPDC JV, the organisation estimated that TotalEnergies’ share of the decommissioning obligation could be about $1.4bn, excluding additional costs associated with environmental clean-up, remediation and compensation.
HEDA said the actual liabilities could therefore be substantially higher than the estimated decommissioning costs.
It also questioned whether Vaaris Resources JV CO Limited, the proposed acquiring entity, had demonstrated sufficient financial capacity to meet the potential liabilities. The organisation noted that Vaaris was incorporated on December 22, 2025, shortly before entering into the sale and purchase agreement with TotalEnergies.
It said the company had yet to publicly demonstrate through financial accounts or an operational profile that it possessed the capacity to assume potentially significant environmental, remediation, compensation and decommissioning obligations associated with the assets.
“NUPRC must ensure that the proposed transaction does not become a mechanism for transferring enormous environmental liabilities to an entity whose financial capacity to meet those obligations has not been demonstrated,” Suraju said.
HEDA called on NUPRC to publicly clarify how environmental, remediation, compensation and decommissioning liabilities would be allocated under the proposed transaction.
It also urged the regulator to explain the safeguards it would put in place to ensure that affected communities and the Nigerian environment were not left to bear the consequences of any failure to meet the obligations.
The organisation further asked NUPRC to ensure that TotalEnergies’ existing obligations were neither extinguished nor weakened by the proposed sale.
It said any regulatory approval should be subject to clear, enforceable and adequately funded arrangements for environmental liabilities. HEDA maintained that a change in ownership or interests in the oil assets should not result in the transfer of existing environmental burdens to the Nigerian public or affected oil-producing communities.