HEDA Urges NUPRC to Halt TotalEnergies' Proposed Sale to Vaaris Over Environmental Liabilities

The Human and Environmental Development Agenda (HEDA Resource Centre) has called on the Nigeria Upstream Petroleum Regulatory Commission (NUPRC) to provide full public disclosure on how it intends to address outstanding environmental and decommissioning liabilities before approving TotalEnergies EP Nigeria Ltd’s proposed sale of its 10 percent non-operated stake in oil licences operated by the Renaissance Africa Energy Joint Venture.

In a letter signed by HEDA’s Chairman, Olanrewaju Suraju, and addressed to the Commission Chief Executive, Mrs. Oritsemeyiwa Amanorisewo Eyesan, the civil society organisation urged NUPRC to carefully examine the environmental and financial implications of the proposed transaction before granting any final approval.

According to Suraju, the request was necessary given the longstanding and extensive environmental pollution associated with the assets formerly operated by Shell Petroleum Development Company (SPDC) Joint Venture and the need to ensure that responsibility for cleaning up the damage is not transferred to an entity without demonstrated capacity to meet the obligations.

“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 group noted.

The case is expected to be heard on September 29, 2026, with a judgement anticipated before the end of 2026.

HEDA further urged NUPRC to also review the court documents and consider whether the proceedings have implications for the proposed transaction before making a final regulatory decision.

The organisation also raised concerns over the scale of potential decommissioning liabilities associated with the former SPDC JV assets. It cited Shell documents referenced in court proceedings in the United Kingdom, which indicated that the company was informed in 2014 that decommissioning of existing SPDC assets could take several decades and cost an estimated US$10.9 billion.

According to HEDA, when adjusted to current dollar values, the estimate would be approximately US$14 billion. Based on the respective interests in the former SPDC JV, the organisation estimates that TotalEnergies’ share of the decommissioning obligation could be about US$1.4 billion, excluding additional costs relating to environmental clean-up, remediation and compensation.

HEDA expressed concern that the actual liabilities could therefore be significantly higher than the estimated decommissioning costs. The organisation further questioned whether Vaaris Resources JV CO Limited, the proposed acquiring entity, has demonstrated sufficient financial capacity to meet such substantial decommissioning, environmental remediation and compensation obligations.

HEDA noted that Vaaris was incorporated on December 22, 2025, shortly before entering into the sale and purchase agreement with TotalEnergies, and has yet to publicly demonstrate through financial accounts or an operational profile that it possesses the capacity to assume the potentially significant liabilities 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 therefore called on NUPRC to publicly clarify how environmental, remediation, compensation and decommissioning liabilities will be allocated under the proposed transaction and what safeguards are in place to ensure that affected communities and the Nigerian environment are not left to bear the consequences.

The organisation also urged the Commission to ensure that TotalEnergies’ existing obligations are not extinguished or weakened by the proposed sale and that any approval is subject to clear, enforceable and adequately funded environment liability arrangements.