Team size: Ten

Most significant cases or transactions that your legal team has recently been involved in?

We routinely advised on a wide range of subject areas in connection with the business, including M&A transactions, legal and regulatory matters, financing, dispute resolution, general legal advisory support in respect of the group’s energy, mining, and renewables business initiatives.

The team is advising on Oando’s acquisition of ENI’s Nigerian subsidiary, NAOC. This is the second largest transaction to be concluded since the passage of Nigeria’s new petroleum law – The Petroleum Industry Act, 2021.

The transaction further establishes Oando’s position as a leading player in Africa’s energy space as it increases Oando’s participation in the NEPL/NAOC/OOL joint venture from 20 to 40%, with Oando as operator of the joint venture.

We are also advising on the financing for the transaction and had to be innovative in structuring the securitisation to ringfence existing securities from the asset. Our involvement includes strategic planning and structuring of the deal, coordinating different transaction teams involved, management of multiple work streams (due diligence, regulatory approvals, JV-partner approvals, SPA negotiations, financing and securitisation, communities and stakeholder engagement, and employee management).

In the renewables space, the team is actively advising Oando Clean Energy – Oando’s renewables subsidiary on multiple renewables projects. We continue to provide required legal support and expertise in facilitating renewable energy deals with international partners across the globe, including Europe and North America. Some of the deals include areas such as pet-recycling, solar energy, and wind energy, biomass, electric vehicles, solar module plants, and geothermal power.

Most notable of these projects is Project Lightspeed, under which we championed the very first deployment of electric buses and chargers for public transportation in Nigeria and Africa. The transaction required a strategic partnership with relevant bus operators and stakeholders, including the Lagos State Government in a sustainable transportation scheme that will see the deployment of over 600 electric buses and chargers in strategic locations within the state for public mass transit, subject to agreement on terms by the parties. This project is aimed at encouraging the switch from the predominant combustible engines to electric powered vehicles in Nigeria, tying to the global moves on emissions reduction in support of climate change action.

In the past year, the team also achieved major successes in dispute resolution at both the courts and at various arbitration tribunals.

The team was involved in all the phases of the matters, from procurement strategy for external counsel, to case strategy sessions (both with management and external counsel), draft and review of arbitration and court processes, support in coordination of the team, effective management and guidance to independent experts, preparation of witnesses, liaising with and effective management of external counsel, collation and provision of requisite information, providing responses to points of claims, attending trial and general attendance to this matter, and review and vetting of post-trial submissions and strategy documents.

Could you share an example of a time when you came up with an innovation that improved how your legal team works and did not come at a large expense?

Our contract execution process was previously manual. This posed a significant challenge as it involved liaising with various departments, which took up substantial portion of the team’s time and resulted in delays in processing documents for execution.

Thus, in collaboration with Oando’s in-house information technology team, the team devised an automated contract execution process at zero cost. The process was holistic, capturing contract initiation and execution requests, supply chain management process, compliance checks and the final stage of execution.

Given the intricacies involved in drafting and reviewing contracts, as well as validating counterparties, the team was heavily involved in the user-experience (UX) design and process flow aspect of building this tool, providing useful background, insights, and suggestions during the test and beta phases of the tool.

The automated process for our contracts has streamlined the steps involved in executing multiple contracts, reduced the multiple manual back-and-forth involved, and increased overall efficiency within the department and the company.

What are some of the main trends in the industry sector you work in in Nigeria?

Climate change.

Due to the increased global impact of climate change, there has been limited financing and investment opportunities for companies within the oil and gas industry. As a team and organisation, we deal with this by exploring more non-traditional models of financing deals, such as trader and vendor financing.

Diversification.

The impact of global warning and climate change has also seen traditional energy companies embracing or the transitioning into renewable and sustainable energy.

Oando is already involved in multiple renewable projects, some of which are already live. We have also divested into mining for certain ESG-enhancing products, such as lithium.

Portfolio re-organisation and the Petroleum Industry Act 2021 (“PIA”).

In August 2021, Nigeria passed the PIA into law. The switch from the old Petroleum Act introduced an entirely new regime to the Nigerian petroleum industry, featuring extensive reforms, which has seen industry participants review their portfolios and operations for optimum strategy.