24th March 2025
TEMPLARS Advises Prime Oil & Gas Coöperatief U.A. on Strategic Reorganisation and Consolidation of Interests in Deepwater Assets
TEMPLARS acted as legal advisor to Prime Oil & Gas Coöperatief U.A., the parent company of Prime 127 Nigeria Limited and Prime 130 Nigeria Limited, in the successful reorganisation and amalgamation of the ownership interests of Africa Oil Corp. (a dual listed entity on the Toronto Stock Exchange and the NASDAQ Stockholm), and BTG Pactual Holding S.à r.l. (“BTG Oil & Gas”) in Prime Oil & Gas Coöperatief U.A.
This transaction consolidates the respective ownership stakes of Africa Oil Corp. and BTG Oil & Gas in Prime Oil & Gas Coöperatief U.A., creating a stronger, more strategically positioned entity poised for continued growth.
Prime Oil & Gas Coöperatief U.A. indirectly holds significant interests in world-class, deepwater oil and gas assets offshore Nigeria, including the Chevron-operated Agbami field (PML 52) and PPL 2003, and the TotalEnergies-operated Akpo, Egina, and Preowei fields (PMLs 2, 3, 4 and PPL 261). The reorganisation enhances Prime Oil & Gas Coöperatief U.A‘s operational scale and financial resources, positioning the company to capitalise on new growth opportunities in Nigeria and beyond.
This transaction also represents a landmark moment in the Nigerian upstream, being one of the first full-scale, wholly offshore reorganisation and amalgamation completed under the nascent assignment framework introduced by the Petroleum Industry Act, 2021.
The cross-practice TEMPLARS team that advised Prime Oil & Gas Coöperatief U.A. on the reorganisation and amalgamation was led by Managing Partner Oghogho Akpata and Partner and Co-Head of Energy and Natural Resources, Yemisi Awonuga. Other team members included Managing Counsel, Ifure Udofa, Senior Associate, Oyeyemi Aderibigbe, Associates, Adebimpe Mosanya and Omotayo Jimoh.
Partner Inam Wilson, SAN, Senior Associate Ikponmwosa Uwaifo, and Associate Nabila Gaduya provided expertise in labour and employment matters.
Commenting on the transaction, which successfully closed on March 20, 2025, the Client stated: “… It was a long and complex process, but it could have been much longer and much more complex if it weren’t for TEMPLARS”.
TEMPLARS’ role in this transaction underscores our market leadership in the Oil & Gas sector and Mergers & Acquisitions in Nigeria. Our continued involvement in high-profile industry transactions reaffirms our commitment to delivering best-in-class legal solutions that drive business success.
