Section 95: Assignments, Mergers, Transfers and Acquisitions.

1 A holder of a petroleum prospecting licence or petroleum mining lease shall not assign, novate or transfer his licence or lease or any right, power or interest, or a shareholder of an incorporated joint venture shall not sell or transfer its shares without prior written consent of the Minister.

2 The consent of the Minister under subsection (1) shall be granted upon the recommendation of the Commission.

3 For the purpose of subsection (1), a change of control in the holder of a licence or lease under subsection (1) shall be deemed to be an assignment.

4 A licensee or lessee wishing to assign, novate or otherwise transfer its interest, or a shareholder of an incorporated joint venture wishing to sell or transfer its shares under subsection (1), shall make an application for approval of the transfer to the Commission in the format prescribed by the Commission, and be accompanied with any other information that may be pursuant to any regulations published by the Commission.

5 Notwithstanding the provisions of subsection (1), a holder of a licence or lease may by way of security, wholly or partly assign, pledge, mortgage, charge or hypothecate its interests under the applicable licence, lease or grant a security interest in respect of the interest, provided that the consent of the Commission shall be obtained.

6 The Commission shall within 60 days of the receipt, act on the application of the licensee or lessee under subsection (4) and on the request for consent under subsection (5) and the consent of the Commission with respect to subsection (5) shall not be unreasonably withheld.

7 Within 60 days of the receipt of the recommendation of the Commission under subsection (4), the Minister shall consider it for approval, such approval not to be unreasonably withheld, and where—
a the Minister rejects the recommendation of the Commission, the Minister shall provide the reason for such rejection; and
b no response on the application has been received within 60 working days from the receipt of the recommendation of the Commission, the consent of the Minister under subsection (1) shall be deemed to have been granted.

8 Where the consent of the Minister is granted in respect of the application for a transfer, the Commission shall promptly record the transfer in the appropriate register.

9 The Commission shall communicate the refusal or approval of an application for an assignment, novation or transfer of a licence or lease in writing to the applicant.

10 Where the application for an assignment or a transfer of a petroleum prospecting licence or petroleum mining lease is refused, the Commission shall inform the applicant of the reasons for the refusal and may give reasonable time within which further representations may be made by the applicant or by third parties in respect of the application.

11 The Minister may grant consent to an assignment, novation or transfer of a petroleum prospecting licence or petroleum mining lease, subject to the following terms and conditions which the Commission may consider appropriate, that the proposed transferee—
a is a company incorporated in Nigeria;
b is of good reputation and standing;
c has sufficient technical knowledge, experience and financial resources to enable it effectively carry out all responsibilities of a licensee or lessee under the licence or lease; and
d shall comply with the Federal Competition and Consumer Protection Act.
Act No 1.2018.

12 The Commission shall make regulation to prescribe for payment of fees as a condition for any transaction under subsection (1), which fee shall be based on a percentage of the value of the transaction and shall not be tax deductible.

13 The consummation and details of any transaction to which subsection (1) applies shall be—
a fully disclosed to the Federal Inland Revenue Service by the parties to the transaction; and
b published in the Federal Government Gazette by the Commission.

14 For the purpose of this section, "change of control” means any person or persons acting jointly or in concert, to acquire direct or indirect beneficial ownership of a percentage of the voting power of the outstanding voting securities of the holder, by contract or otherwise, that exceeds 50% at anytime.

15 A holder of a petroleum exploration licence shall not assign, novate or transfer his licence or any right, power or interest without prior written consent of the Commission.