The 2026 Power Shift: Navigating State-Led Electricity Markets in Nigeria

The era of the “National Grid” as a single, fragile umbilical cord is over. By April 2026, the constitutional “Big Bang” of 2023 has fully materialized, transforming Nigeria’s energy landscape from a monolithic monopoly into a sophisticated, multi-layered regulatory tapestry.

For the modern Independent Power Producer (IPP) and energy investor, the conversation has shifted. We are no longer merely discussing “Nigerian Electricity”; we are navigating the nuances of the Lagos Independent Market, the Edo Power Hub, and the Enugu Energy Corridor.

The Context: A Fractured (but Functional) Monopoly

The transition has been swift. As of mid-2026, over 12 states have moved beyond mere legislative intent to establish fully functional State Electricity Regulatory Commissions (SERCs). This evolution has effectively ended the era of a centralized market under the Nigerian Electricity Regulatory Commission (NERC).

While NERC remains the “custodian of the center,” overseeing inter-state transmission and international trade, the real action for embedded generation and subnational distribution now happens at the state level. The legal landscape for IPPs has shifted from a “National Grid” conversation to a “State Market” reality, demanding a localized approach to risk and regulation.

The Jurisdictional Interface: A Risk Analysis

The primary challenge for the 2026 investor is Constitutional Duality. Under the Electricity Act 2023 (as amended), the division of labor is clear on paper but complex in practice:

  • NERC: Retains oversight over inter-state and international electricity trade.
  • SERCs: Govern intra-state generation, transmission, and distribution.

Key Risk Area: The “Regulatory Transplant”

As Distribution Companies (DisCos) transition from federal NERC oversight to State-led governance, existing Power Purchase Agreements (PPAs) face what we call “regulatory transplant” risk. Investors must be vigilant: legacy federal protections do not automatically “click” into place under new state laws. Ensuring that contracts are validly novated or mirrored is the difference between a bankable project and revenue leakage.

The 2026 IPP Risk Map

For investors in mini-grids, embedded generation, and alternative energy, FOAC has identified three critical risk zones that define the current market:

Risk Zone Potential Conflict Strategic Legal Safeguard
Tariff Divergence Discrepancy between NERC-approved “MYTO” tariffs and State-mandated pricing. Inclusion of a “Stabilization Clause” linking tariff adjustments to both Federal and State benchmarks.
Asset Stranding Grid expansion by TCN (Transmission Company of Nigeria) infringing on a State-licensed IPP’s territory. Explicit “Exclusivity Carve-outs” in the State License and Federal non-interference agreements.
Dispute Resolution Ambiguity on whether the Federal High Court or State High Court holds jurisdiction. Mandatory Multi-tiered Arbitration clauses specifying the Lagos Court of Arbitration (LCA) or LCIA as the seat.

Moving Forward: The FOAC Advantage

Navigating the 2026 power shift requires more than just technical expertise; it requires a deep understanding of the political economy of power. As states compete to offer the most investor-friendly environments, the “Regulatory Tapestry” will only grow more intricate.

At FOAC, we specialize in bridging the gap between federal legacy and state-led opportunity. Whether you are navigating the “Regulatory Transplant” of a legacy PPA or securing an “Exclusivity Carve-out” for a new solar hybrid, our goal is to ensure your investment remains grounded, even as the market shifts.

For further enquiries kindly contact the F.O. Akinrele & Co. Energy, Natural Resources & Mining Practice Group – info@foakinrele.com

 

AfCFTA Five Years On: From Blueprint to Border Post

For decades, the Nigerian economic narrative was written in “Black Gold.” However, as we cross the five-year milestone of the African Continental Free Trade Area (AfCFTA) in 2026, the ink is turning a deep shade of blue. The 2025 AfCFTA Achievements Report highlighted a staggering 35% increase in intra-African maritime trade, positioning Nigeria at a critical juncture.

Navigating the New Era of Intra-African Trade

It has been five years since the first shipment under the African Continental Free Trade Area (AfCFTA) crossed a border, signaling the start of what many called “the African century.” In 2021, the skeptics were numerous: the task of unifying 54 nations into a single market seemed more like a diplomatic dream than a commercial reality.

Yet, as we move through 2026, the narrative has shifted. Africa is no longer just “negotiating”; it is trading. From Kenyan batteries powering West African industrial zones to Rwandan coffee reaching North African tables, the “Made in Africa” label is becoming a staple of regional supply chains.

Most Recent Developments: The Engine Room is Humming

The last 18 months have seen the AfCFTA move from high-level policy to the “engine room” of implementation.

  • The GTI Expansion: What started as a pilot involving eight countries has evolved into the Guided Trade Initiative (GTI) 2.0. As of early 2026, over 39 countries are now participating, with 12 nations actively conducting commercially meaningful trade under AfCFTA rules.
  • The Digital Trade Protocol: A major milestone was the 2024 adoption of the Protocol on Digital Trade, with its final annexes ratified in early 2025. This provides a harmonized legal framework for e-commerce, data protection, and cross-border data flows, essential for the continent’s burgeoning “Silicon Savannahs.”
  • Rules of Origin (RoO): Negotiations are now 92% complete. This clarity has allowed manufacturers to plan long-term investments, knowing exactly what qualifies as “African” and can therefore benefit from tariff-free entry.

The Financial Plumbing: PAPSS Gains Traction

Perhaps the most significant “win” is the maturing of the Pan-African Payment and Settlement System (PAPSS). For decades, a Nigerian business paying a Ghanaian supplier often had to route money through New York or London, losing time and up to 10% in conversion fees—the infamous “USD detour.”

Feature The Old Way (Pre-2022) The PAPSS Way (2026)
Currency Reliance on USD, EUR, or GBP Settlement in Local Currencies
Time 3 to 7 business days Near-Instant
Cost High (double conversion + bank fees) Up to 30% reduction in transaction costs
Reach Fragmented regional silos 19+ countries and 160+ banks

The Positives: Reasons for Optimism

  1. Trade Resilience: While global supply chains have wobbled due to geopolitical tensions, intra-African trade is forecast to grow 10% in 2026, reaching an estimated $230 billion.
  2. Sectoral Shifts: We are moving away from raw commodity exports. Manufacturing and agri-food sectors now account for nearly 50% of intra-African trade flows.
  3. The Adjustment Fund: The $10 billion AfCFTA Adjustment Fund is now fully operational, supporting countries that experience revenue losses from tariff removals, ensuring that smaller economies aren’t left behind.

The Challenges: Concerns about the “Policy-to-Port” Gap

Despite the momentum, exceptional doesn’t mean perfect. The reality at the border post remains the biggest bottleneck.

  • Customs Cognitive Dissonance: There is often a gap between the Secretariat in Accra and the customs officer at a remote border. Many officers still default to legacy regional rules (like ECOWAS or SADC) rather than the AfCFTA regime, leading to delays and “dual-paperwork” headaches.
  • Infrastructure Deficits: Connecting two African cities shouldn’t feel like an odyssey. The continent still faces a massive logistics gap; it remains cheaper, in some cases, to ship a container from Shanghai to Lagos than from Lagos to Mombasa.
  • Non-Tariff Barriers (NTBs): While tariffs are falling, NTBs, such as cumbersome sanitary requirements and uncoordinated standards, remain the “invisible wall” of African trade.

Expectations for 2026 and 2027

What lies ahead for the next 24 months? We anticipate three major shifts:

  1. The Rise of “Mineral Beneficiation”

By 2027, expect to see the first wave of green-energy manufacturing hubs. With the Protocol on Investment fully ratified, we are seeing a shift from exporting raw lithium and cobalt to processing them within Africa to feed the global EV battery market.

  1. Services Trade Leapfrogging

Phase II negotiations on the Trade in Services will reach a critical mass. This isn’t just about tourism; it’s about professional services – law, accounting, and engineering, being exported across borders digitally, supported by the new Digital Trade Protocol.

  1. Deepening Regional Value Chains

We expect “Regional Value Chains” (RVCs) to mature. Instead of one country trying to build an entire car, we will see South Africa manufacturing the chassis, Morocco the electronics, and Zambia the wiring— all trading components tariff-free.

Post-Merger Integration: Navigating Legal Due Diligence in the 2026 Wave of Bank M&As

The dust has largely settled on the March 31, 2026, recapitalization deadline, and the Nigerian banking landscape has emerged fundamentally transformed. What began in 2024 as a regulatory mandate to fortify the financial system has culminated in a high-stakes “Great Consolidation.” However, for the institutions that chose the path of Mergers and Acquisitions (M&A), the signing of the transaction documents was merely the end of the beginning. The real challenge, and where the most significant legal risks reside, is Post-Merger Integration (PMI).

The Catalyst: The $1 Trillion Vision

Central to this 2026 wave is the Federal Government’s ambitious goal to transition Nigeria into a $1 trillion economy by 2030 (frequently discussed in terms of the initial $100 trillion Naira milestone). This is not merely a vanity metric; it is a structural necessity. To support an economy of that scale, Nigeria requires “mega-banks” capable of underwriting massive infrastructure projects, supporting a revitalized manufacturing sector, and managing the complexities of a unified foreign exchange market.

The 2024–2026 recapitalization exercise was the engine room for this vision. By raising the minimum capital for international banks to ₦500 billion, the Central Bank of Nigeria (CBN) effectively signaled that only the most resilient and legally sound institutions would lead the charge toward the trillion-dollar horizon.

Beyond the Deal: The Post-Merger Legal Minefield

In the current climate, legal due diligence is no longer a static pre-deal checklist; it is a dynamic, ongoing process that defines the success of the integration phase. At F.O. Akinrele & Co, we have observed that the most successful integrations in this wave prioritize three legal pillars:

  1. Regulatory Harmonization and BOFIA 2020 Compliance

Post-merger, the “New Entity” must reconcile two different operational frameworks under the Banks and Other Financial Institutions Act (BOFIA) 2020. This involves more than just a fresh coat of paint on the headquarters. Legal teams must ensure that the consolidated credit-risk frameworks and corporate governance structures satisfy the CBN’s stringent post-recapitalization oversight.

  1. The “Clean Team” and Antitrust Integrity

With the Federal Competition and Consumer Protection Commission (FCCPC) taking a more granular interest in market dominance, banks must navigate the “integration transition” without violating anti-competition laws. Managing “gun-jumping” risks, where parties begin integrating operations before final approvals—remains a critical legal tightrope.

  1. Data Privacy and IT Convergence

In the 2026 digital-first banking era, merging two legacy IT systems is a data privacy nightmare. Under the Nigeria Data Protection Act (NDPA), the transfer of millions of customer records requires airtight legal protocols. A single data breach during system migration can result in catastrophic fines and a total loss of public trust.

The Road Ahead

The 2026 wave has proven that capital is only half the battle; clarity is the other half. As banks strive to meet the $1 trillion economic mandate, the focus must shift from “closing the deal” to “perfecting the union.”

At F.O. Akinrele & Co, we remain at the forefront of this transition, providing the sophisticated legal architecture required to turn complex mergers into stable, market-leading institutions.

For further enquiries kindly contact the F.O. Akinrele & Co. Banking, Corporate Finance, M & A & Capital Markets – info@foakinrele.com

The Madrid Protocol: Why 2026 is the Year to Streamline Your African IP Portfolio

In the boardroom of 2026, intellectual property is no longer just a “legal checkbox”, it is the primary currency of the African Continental Free Trade Area (AfCFTA). As African markets integrate at an unprecedented pace, the cost of fragmented trademark protection has become a liability that forward-thinking brands can no longer afford. 

At F.O. Akinrele & Co., we have watched the landscape shift from tedious, country-by-country filings to a more sophisticated, centralized approach. The catalyst? The Madrid Protocol. If your brand hasn’t yet leveraged this system to consolidate its African footprint, 2026 is the year to pivot. 

One Application, One Currency, One Gateway 

The Madrid System, administered by the World Intellectual Property Organization (WIPO), allows a brand owner to protect a trademark in over 130 countries, including a growing list of African powerhouses, through a single international application. 

Why this matters in 2026: 

  • Cost Efficiency: Instead of paying separate local counsel fees, translation costs, and individual registry levies in every jurisdiction from Morocco to Mauritius, you pay one set of fees in a single currency (Swiss Francs). 
  • Administrative Simplicity: Changes in name, address, or ownership are recorded centrally through WIPO. There is no need to file individual “recordals” in twenty different African registries. 
  • The “Silent” Protection: If a national office does not issue a refusal within a set period (usually 12 or 18 months), your trademark is deemed protected in that territory by default. 

The AfCFTA Factor: Why Timing is Everything 

By 2026, the AfCFTA has moved beyond policy into tangible trade flows. A product launched in Lagos is now reaching shelves in Nairobi and Accra faster than ever before. However, this ease of trade also invites “trademark squatting”, the practice where third parties register your brand name in a neighboring country before you arrive. 

The Madrid Protocol acts as a defensive shield. It allows you to “bundle” your African expansion, securing rights in key hubs like Nigeria, Ghana, Kenya, and Egypt simultaneously. This ensures that your brand equity is synchronized with your supply chain. 

Navigating the “Domestication” Nuance 

While the Madrid Protocol is a powerful tool, it is not a “fire and forget” solution. In 2026, certain African jurisdictions still grapple with the “domestication” of international treaties. In some countries, a Madrid registration may be internationally valid but face hurdles in local enforcement if the domestic laws haven’t been perfectly aligned with the treaty. 

Professional Insight: Using the Madrid System without local expertise is like buying a high-performance car but not knowing the local terrain. You need a navigator to manage “Office Actions”, the preliminary refusals issued by national registries and to ensure your international registration is fully enforceable in local courts. 

Secure Your Legacy with F.O. Akinrele & Co. 

As your IP partners, we specialize in “Madrid-Plus” strategies. We help you identify which African markets are best served by the Protocol and where a traditional national filing remains the safer bet for enforcement. 

The African market of 2026 rewards the organized. Whether you are a tech unicorn or a traditional manufacturer, your brand is your most valuable asset. Let’s make sure it’s protected from the Atlantic to the Indian Ocean. 

 

For further enquiries kindly contact the F.O. Akinrele & Co. Patents and Trademarks (IP) Practice Group – info@foakinrele.com 

 

 

Digital Land Titling: Transparency Gains in Lagos and Abuja Property Markets

For decades, the Nigerian real estate sector was defined by a certain “analog anxiety.” Investors navigated a landscape of dusty ledger rooms, the notorious “missing files,” and the constant shadow of the Omo-Onile (land grabbers). However, as we move through 2026, the narrative has fundamentally shifted. The digital transformation of land titling in Lagos and Abuja is no longer a futuristic goal, it is the new baseline for transparency. 

At F.O. Akinrele & Co., we have observed firsthand how these technological shifts are de-risking the infrastructure and real estate landscape, turning “caveat emptor” into a data-driven certainty. 

Lagos: The e-GIS Revolution 

Lagos State has historically been the most complex real estate market in Sub-Saharan Africa. With the full integration of the Enterprise Geographic Information Service (e-GIS) and the Aumentum Land Administration Portal, the state has moved to eradicate the manual bottlenecks that once invited corruption. 

  • Electronic Certificates of Occupancy (e-C of O): The transition to digital titles has drastically reduced the turnaround time for perfection of titles. 
  • Real-Time Verification: Through the e-GIS portal, prospective buyers can now conduct instant property searches by address or parcel ID. This “look before you leap” capability has significantly mitigated the risk of multiple-sale fraud in high-growth corridors like Lekki Phase 1 and the Epe axis. 
  • Integrated Governance: By syncing the Lands Bureau with the Office of the State Surveyor-General and Physical Planning, the state ensures that every square meter of “Smarter Lagos” is accounted for. 

Abuja: Centralized Precision at AGIS 

In the Federal Capital Territory, the Abuja Geographic Information System (AGIS) remains the gold standard for centralized land administration. In 2026, AGIS has moved beyond mere record-keeping to becoming a sophisticated tool for urban planning and investment security. 

Unlike the fragmented systems of the past, Abuja’s market now benefits from a rigid “Master Plan” adherence enabled by GIS mapping. For investors in emerging districts like Katampe Extension or Jabi, AGIS provides: 

  1. Immutable Records: Secure, digital-first registries that are nearly impossible to alter or duplicate. 
  1. Streamlined Consent: The process for obtaining the FCT Minister’s consent, a traditional hurdle, is now largely automated, providing a predictable timeline for developers. 
  1. Title Hierarchy Clarity: Absolute clarity on the 99-year Right of Occupancy (R of O) ensures that foreign and domestic HNWIs can hedge their capital against economic volatility with confidence. 

 The Investor’s Edge: Why Transparency Matters 

The gains in transparency are driving a “flight to quality.” In 2026, savvy investors are no longer speculating on “bush” land with vague documentation. They are prioritizing Growth Corridors where digital mapping aligns with planned infrastructure, such as the Lagos-Calabar Coastal Highway or the Abuja N16 interchange. 

Professional Insight: While digital tools provide the data, they do not replace the need for sophisticated legal due diligence. Digital errors, though rare, can still occur, and navigating the interface between legacy manual records and new digital entries requires a seasoned legal hand. 

 

Partner with F.O. Akinrele & Co. 

As the digital landscape evolves, our Infrastructure and Real Estate group remains at the forefront of these reforms. We don’t just read the digital registries; we interpret the legal implications of the data to protect your multi-generational assets. 

 

For further enquiries kindly contact the F.O. Akinrele & Co. Infrastructure & Real Estate Practice Group – info@foakinrele.com 

The March 31 Deadline: Navigating the Final Stretch of the Nigerian Banking Recapitalization.

Introduction 

As the clock winds down to the March 31, 2026, deadline, the Nigerian banking landscape is undergoing its most significant structural shift in two decades. Since the Central Bank of Nigeria (CBN) issued its landmark circular in March 2024, the industry has been in a state of high-velocity transformation. For banks that haven’t yet crossed the finish line, this “last-minute” phase is no longer about boardroom strategy. It is a race against time through a dense thicket of regulatory approvals, judicial sanctions, and complex integration. 

The stakes are historic. By the morning of April 1, 2026, the Nigerian financial system will look fundamentally different: a leaner, more capitalized core designed to support the nation’s $1 trillion economy ambition. 

 

The Three Paths to Compliance 

The CBN provided a clear 24-month window for banks to meet the new minimum thresholds: ₦500 billion for International Commercial Banks, ₦200 billion for National Banks, and ₦50 billion for Regional and Merchant Banks. As of early March 2026, the market has settled into three distinct survival strategies. 

  1. Capital Injection: The NGX Surge

For Tier-1 and robust Tier-2 players, rights issues and private placements have been the preferred route. We have seen unprecedented activity on the Nigerian Exchange (NGX), with heavyweights like Access Holdings, Zenith Bank, and GTCO successfully raising hundreds of billions in fresh equity. 

However, for those still in the market this late, the challenge is market saturation. With billions already mopped up by early movers, the pool of available local liquidity is tightening. Timing the “all-clear” from the Securities and Exchange Commission (SEC) is now critical. Any delay in the “Basis of Allotment” approval could mean that a bank’s fresh capital isn’t officially “paid-up” by the March 31 cutoff. 

  1. Strategic Mergers and Acquisitions: The “Strength in Numbers” Dance

For mid-tier players, M&A is the only viable exit from a capital shortfall. The landmark merger between Providus Bank and Unity Bank served as an early blueprint for the industry. But M&A is not just a commercial handshake; it is a legal marathon. 

The “final stretch” for these banks involves the Court-Ordered Meeting (COM). Under Nigerian law, any scheme of a s (75%) in value of the shares of members present and voting. Following this, the arrangement for a merger must be approved by a majority representing three-quarter Federal High Court must “sanction” the scheme. With less than three weeks to go, any judicial delay or shareholder litigation could derail a multi-billion naira combination. 

  1. License Re-categorization: The Strategic Retreat

For some, discretion is the better part of valor. We are seeing a small but significant number of banks opting to downgrade their licenses, shifting from National to Regional or Merchant status. This allows them to stay within their capital means (₦50 billion vs ₦200 billion) while focusing on specific economic hubs or niche sectors. While this preserves the “going concern” status of the bank, it requires a surgical restructuring of branch networks and a total re-calibration of their 2026-2030 business plans. 

The Regulatory “Bottleneck”: The Final 21 Days 

The administrative hurdles in the final three weeks of March are notoriously fraught with delay. Three key gatekeepers hold the keys to survival: 

  • FCCPC Clearances: For merging entities, the Federal Competition and Consumer Protection Commission (FCCPC) must ensure the union doesn’t trigger anti-competition “red flags.” In a consolidating market, the definition of “market dominance” is being tested in real-time. 
  • CBN Final Approval: Obtaining an Approval-in-Principle (AIP) is not enough. The transition to a final operational license requires the CBN to verify that the capital raised is “clean”, derived from legitimate sources and strictly consisting of paid-up share capital and share premium, excluding retained earnings. 
  • The Human Element: This is often the most overlooked legal hurdle. Heads of Terms (HoT) are currently being finalized with sensitive “Golden Parachute” clauses, board dissolution agreements, and management transition terms. Reconciling the egos and cultures of two merging boards is often harder than reconciling their balance sheets. 

 

Conclusion: Survival of the Agile 

As of March 7, 2026, the CBN reports that 30 banks have already met the mark, with several others in the final verification stage. The banks that thrive beyond the March 31 deadline will not necessarily be those that were the largest in 2024, but those that deployed the most agile legal and financial counsel to navigate this two-year gauntlet. 

At F.O. Akinrele & Co., we understand that in this final stretch, compliance is no longer a goal; it is a prerequisite for existence. The era of “analog” banking is over; the era of the capitalized, resilient, and transparent Nigerian bank has begun. 

 

Disclaimer: This article is provided for informational purposes and does not constitute legal advice. For specific inquiries regarding the Nigerian Banking and Finance sector, please contact our Banking, Corporate Finance, Structured Finance, Securities & Capital Markets Practice Group. 

Final Countdown: Key Takeaways from the NUPRC 2025/2026 Licensing Round

As the February 27, 2026, deadline for pre-qualification looms, the Nigerian upstream sector finds itself at a pivotal crossroads. Launched by the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) on December 1, 2025, the current licensing round is not merely another bid cycle; it is a high-stakes stress test of the Petroleum Industry Act (PIA) 2021 and Nigeria’s ability to remain “irresistible” in a tightening global capital market. 

With 50 blocks on offer spanning onshore, shallow water, deep offshore, and frontier basins, the NUPRC is targeting an ambitious $10 billion in new investment. For the legal and commercial teams of prospective bidders, the “final countdown” requires more than just financial readiness; it demands a deep alignment with a new, transparent, and digitally-driven regulatory philosophy. 

  1. The Numbers: 50 Blocks, One Goal

The 2025/2026 round is significantly larger in scale than the 2024 cycle. The NUPRC has curated a portfolio designed to balance “quick-win” brownfield assets with high-reward frontier exploration. 

  • Onshore & Shallow Water: 34 blocks (focused on rapid production ramp-up). 
  • Frontier Basins: 15 blocks (aimed at long-term reserve replacement in basins like the Anambra, Dahomey, and Chad). 
  • Deep Offshore: 1 block (representing the “crown jewel” for high-cap majors). 

The regulator’s objective is clear: add 2 billion barrels of oil to national reserves and boost daily production by 400,000 barrels. 

  1. Lowering the Barrier to Entry: Signature Bonuses

In a pragmatic shift from the “highest bidder wins” era, the NUPRC has capped signature bonuses between $3 million and $7 million. Historically, exorbitant signature bonuses acted as a front-end tax that drained capital before a single drill-bit hit the ground. By lowering this hurdle, the Commission is signaling that it values work programme commitment and speed to first oil over immediate treasury gains. 

Legal Insight: While the entry fee is lower, the Performance Security (bank-issued bonds for 5% of the bonus) and the rigour of the Work Commitment are the new benchmarks for success. 

  1. The “Drill or Drop” Mandate

Investors should pay close attention to the reinforced “Drill or Drop” policy. Under the PIA, the era of “warehousing” assets holding onto fallow acreage without active exploration is over. The 2025/2026 guidelines include strict relinquishment clauses. If a licensee fails to meet the minimum work programme within the initial three-year (onshore) or five-year (deepwater) term, the NUPRC is now empowered to revoke the license and re-award it to a more “vigorous” operator. 

  1. Environmental, Social, and Governance (ESG)and the Host Community Development Trust (HCDT) 

Beyond technical and financial capacity, the 2025/2026 round places unprecedented weight on sustainability and social license. Bidders must demonstrate clear decarbonization objectives and a robust framework for implementing the Host Community Development Trust (HCDT).

  • Compliance is Mandatory: No bidder will scale the technical evaluation without a credible plan to remit the statutory 3% of operating expenses to host communities. 
  • The Benefit: Proper HCDT implementation is being marketed as a risk-mitigation tool to curb the oil theft and pipeline vandalism that have historically plagued the Niger Delta. 
  1. Financial and Technical Hurdles

The NUPRC has set a high bar for “weak firms.” The financial capacity thresholds are non-negotiable: 

  • Deep Offshore: Minimum average annual turnover or cash-at-bank of $100 million.
  • Onshore/Shallow Water: Minimum of $40 million.
  • Technical Track Record: Bidders must prove at least three years of experience in subsurface, drilling, and production management. 

 

Strategic Advice for Bidders 

As we move toward the Technical and Commercial Bid stage (March 17 – June 12, 2026), the following strategic considerations are paramount: 

  • Consortium Building: For indigenous players, the NUPRC allows for the aggregation of financial capacity through consortia. Choosing the right technical partner is now more critical than the bid price itself. 
  • Data Prying: The digital portal is the primary interface. Early data acquisition from accredited vendors is a prerequisite for a compliant bid. 
  • Contractual Flexibility: Winners have the option to elect between a Concession or a Production Sharing Contract (PSC) framework. This choice will define the fiscal trajectory of the asset for the next 20 years. 

The Road Ahead 

The NUPRC plans to conclude the round with a Commercial Bid Conference in July 2026, with final ministerial approvals by October 2026. This aggressive timeline reflects a government in a hurry to monetize its hydrocarbon wealth before the global energy transition makes such assets harder to finance. 

For the modern investor, the message is simple: Nigeria is open for business, but only for those who are technically competent, financially solvent, and socially responsible. 

2025 Model Production Sharing Contract (PSC) 

The 2025 Model Production Sharing Contract (PSC), is designed to govern the 2025/2026 Nigeria Licensing Round. It incorporates the latest provisions from the Petroleum Industry Act (PIA) 2021 and the 2025 Executive Orders on upstream competitiveness. 

Summary of key fiscal and operational parameters  

The 2025 Model PSC shifts from a high front-end load to a production-linked revenue model to de-risk the exploration phase. 

  • Signature Bonus: Rationalized to a range of $3 million – $7 million, significantly lower than historical rounds to encourage entry. 
  • Cost Recovery Limit: Capped at 70% of gross production. This allows contractors to recover capital (CAPEX) and operating (OPEX) costs more aggressively in early years. 
  • Dual-Taxation Structure: 
  • Hydrocarbon Tax (HT): 15% for Petroleum Prospecting Licences (PPLs) and marginal fields; 30% for Petroleum Mining Leases (PMLs) in onshore/shallow water. 
  • Companies Income Tax (CIT): Fixed at 30%. Deepwater operations remain HT-exempt but subject to CIT. 
  • Production Tax Credits (PTC): New incentives provide credits of up to $4.50/bbl for crude and $1.00/kcf for non-associated gas (NAG), scaled by reserve size. 

 

  1. Profit Sharing & Revenue Ratios

The “Profit Oil” and “Profit Gas” (production remaining after Royalty and Cost Oil) are split between the Government and the Contractor. 

 

  1. Operational & Compliance Mandates

The NUPRC has introduced stricter “Drill or Drop” provisions to eliminate asset “warehousing.” 

  • “Drill or Drop” Policy: PPL holders are strictly bound to their committed Work Programme. Failure to commence drilling or meet appraisal targets within the initial 3-year term (onshore) or 5-year term (deepwater) leads to automatic relinquishment. 

 

 

Disclaimer: This article is provided for informational purposes and does not constitute legal advice. For specific inquiries regarding the 2025/2026 Licensing Round or the Petroleum Industry Act, please contact our Energy, Oil & Gas and Natural Resources Practice Group. 

OIL AND GAS UPSTREAM SECTOR DEVELOPMENTS

ExxonMobil Bets On Nigeria’s Deepwater Oil Fields With A $1.5billion Investment Between Q2 2025-2027

ExxonMobil sequel to its divestment of its onshore assets to Seplat Energy, has affirmed its long-term commitment to Nigeria’s oil and gas sector with a planned $1.5 billion investment in deepwater exploration and development projects, a move set to reinforce confidence in the country’s upstream potential. 

The planned investment, which will be executed between Q2 2025 and 2027, will focus primarily on revitalizing production at the Usan deepwater oil field. 

The oil major has indicated that a Final Investment Decision (FID) is expected in late Q3 2025, pending the final approval of the Field Development Plan (FDP), along with internal and partner funding approvals. 

In addition to the Usan field, ExxonMobil also revealed intentions to accelerate development activities in other key deepwater assets, including the Owowo and Erha fields. These developments are part of a broader strategy to strengthen its operational footprint in Nigeria and support the country’s drive for increased production. 

ExxonMobil expresses support for NUPRC’s “Project 1 million Barrels” initiative 

Mr. Harris also expressed ExxonMobil’s support for NUPRC’s “Project 1 Million Barrels” initiative, which aims to boost Nigeria’s crude oil production capacity to 2.4 million barrels per day in the medium term. He emphasized the importance of strategic collaboration between operators and regulators in achieving this ambitious target. 

Responding to the development, the CCE of NUPRC, Engr. Gbenga Komolafe welcomed the announcement, describing ExxonMobil’s renewed commitment as timely and crucial for Nigeria’s upstream growth. He reiterated the Commission’s role in facilitating a stable and transparent regulatory environment, citing the importance of investor confidence in the success of the Petroleum Industry Act (PIA) reforms. 

The discussions during the courtesy visit also touched on key sectoral issues, including compliance with the Domestic Crude Supply Obligation (DCSO) and the enforcement of Section 109 of the PIA, which introduces the principle of“willing buyer, willing seller” for crude oil transactions within the domestic market. In his new capacity as Chairman of the Oil Producers Trade Section (OPTS), Mr. Harris pledged to use the platform to foster stronger collaboration between industry players and the NUPRC, with a focus on addressing regulatory challenges and unlocking further investment opportunities in the sector. 

ExxonMobil’s renewed capital injection into Nigeria’s deepwater assets is expected to stimulate job creation, technology transfer, and increase national oil production, ultimately contributing to improved foreign exchange earnings and energy security. 

OIL AND GAS FINANCING

Afreximbank launches $3 billion Revolving Oil Trade Financing Programme to boost
Intra-African, Caribbean petroleum trade.

This initiative, aimed at boosting the purchase of refined petroleum products between African and Caribbean countries is designed to address Africa’s significant reliance on imported refined petroleum products from outside the continent, which currently costs approximately $30 billion annually due to insufficient local refining capacity. 

Key aspects and expected impacts of the program include: 

  • Promoting Intra-African and Caribbean Trade: The program specifically finances the purchase of refined petroleum products by African and Caribbean oil buyers from refineries operating in Africa. This is expected to facilitate trade flows within these regions, reducing dependency on extra-regional imports. 
  • Leveraging Growing Refining Capacity: Afreximbank has been a major financier in developing refining capacity across Africa. This program aims to leverage these investments, such as the Dangote Refinery in Nigeria, the Lobito and Cabinda Refineries in Angola, and the refurbishment of the Port Harcourt Refinery, among others. The bank aims to help create over 1.3 million barrels per day (bpd) of refining capacity in Africa, transforming the Gulf of Guinea into a significant refining hub. 
  • Revolving Facility: As a revolving facility, the $3 billion is expected to finance a much larger volume of trade, estimated between $10 billion and $14 billion in intra-African petroleum imports over time.
  • Targeted Beneficiaries: The program will primarily provide critical trade finance to oil traders (both African and international), banks, and governments (including their ministries of finance or petroleum/energy and state-owned enterprises) mandated to import refined petroleum products.
  • Product Focus: The key products covered include Premium Motor Spirit (PMS), Automotive Gas Oil (AGO), Heavy Fuel Oil (HFO), Jet Fuel, and Kerosene. 
  • Alignment with AfCFTA: This initiative strongly aligns with the objectives of the African Continental Free Trade Area (AfCFTA) agreement, aiming to facilitate intra-African trade, promote industrialization, and create jobs.
  • Energy Security and Economic Resilience: By strengthening regional value chains and reducing import dependency, the program seeks to advance energy security and foster economic resilience within Africa and the Caribbean.
  • Multiplier Effect: Beyond direct trade, the program is anticipated to have a multiplier effect on the downstream petroleum value chain, catalyzing investments in shipping, marine logistics, cargo insurance, and other ancillary services.

Afreximbank continues to play a significant role in promoting trade and economic integration across Africa and with the Caribbean through various initiatives, including the Pan-African Payment and Settlement System (PAPSS) and the AfriCaribbean Trade and Investment Forum.

ELECTRICITY: Nigeria’s Electricity Roadmap in 2025 – A Watershed for investors in the Power Generation sector?

Nigeria’s power sector is set for a potential transformation with the establishment of the National Integrated Electricity Policy. This policy, aimed at reshaping the country’s power sector, has already been set in motion, addressing key issues impacting growth within the industry.

The policy, backed by the revised Electricity Act of 2023, offers a glimmer of hope for a sector plagued by persistent challenges. From grid limitations to mounting debts, the power sector in Nigeria has long been at a crossroads, seeking sustainable solutions to enhance electricity generation, distribution, and overall efficiency. One of the critical focuses of the policy is to introduce new players into the sector’s value chain, with states like Lagos gearing up to enhance their regulatory framework to attract investments and improve tariffs.

Additionally, the policy recognizes the importance of incorporating newer sources of electricity, particularly renewable energy, to diversify the energy mix and increase reliability. However, amidst the optimism surrounding the new policy, there are pressing issues that demand immediate attention. The staggering debt owed by generation companies stands at a monumental $4 trillion, posing a significant threat to the sector’s stability and future growth. This debt, accumulated over time, highlights the financial strain experienced by key players within the industry.

The government’s commitment to clearing this debt and providing assurances to stakeholders is a crucial step towards resolving this critical issue. The policy’s call for cost-reflective tariffs and targeted subsidies for low-income consumers aims to create a more equitable and sustainable pricing framework. However, the implementation of these measures must be accompanied by improvements to the grid infrastructure to ensure reliable power supply across all consumer segments. Despite the challenges ahead, there is a growing recognition of the need to prioritize grid enhancement to meet the increasing demands of consumers and businesses.

The urgency to ‘fix the grid’ resonates as a core theme in discussions about the future of Nigeria’s power sector. While the timeline for grid improvements remains uncertain, stakeholders emphasize the paramount importance of this initiative for the sector’s viability and long-term success.

As the government explores various options to address the mounting debt and enhance the sector’s performance, a comprehensive strategy that includes fiscal discipline, infrastructure investments, and stakeholder collaboration will be essential. Private sector industry operators recommend cost-cutting measures within the government as a precursor for broader systemic changes required to drive sustainable growth in the power sector.

In conclusion, the Nigeria’s National Integrated Electricity Policy signifies a pivotal moment in the country’s energy landscape. Nigeria has the opportunity to unlock its power sector’s potential and pave the way for increased efficiency, reliability, and investment.

 

For further enquiries, kindly contact the F.O. Akinrele & Co. Energy, Oil & Gas and Natural Resources Group

Adedoyin Odelana – adedoyin_odelana@foakinrele.com

Jeremiah Adegboro – jeremiah_adegboro@foakinrele.com