GNPC-PetroSA reportage: Freddy Blay threatens to sue accusers

The Chairman of the Board of Directors of the Ghana National Petroleum Corporation (GNPC), Freddy Blay, has described as “false”, the claims that some 7% of shares in the Jubilee Oil Holdings Limited (JOHL) has been divested to PatroSA.

Mr. Blay denies further, PetroSA has made any approach to acquire stakes in the state oil entity.

“Such claims can only stem from an uninformed and malevolent mind,” Mr Blay indicated through a statement issued Thursday, May 25, 2023, responding to the aforementioned claims that have been widely reported in the media.

The statement advised the “accusers* to” “educate themselves, and draw their own conclusions on the veracity or duplicity of the allegations.”

It added: “Shares of a company are not a pack of cigarettes anyone, and for that matter, the Chairman of GNPC can keep in his or her pocket and vend by the street!”

The full statement is published below:

PRESS RELEASE

RE: “PRE-EMPTION OF JOHL ACQUISITION OF ANADARKO INTEREST”

Recently, Ghana’s media landscape has been inundated with unfounded and malicious allegations surrounding Freddie Blay, the Chairman of GNPC. These baseless claims, propagated through statements attributed to a purported group of 29 Civil Society Organizations (CSOs), have gone so far as to demand my resignation as Board Chairman.

My detractors, without verifying the facts with GNPC, make baseless claims suggesting my involvement in a supposed “scandalous” transaction aimed at offloading 50% of GNPC’s existing stake in the Deepwater Tano Contract Area (DWT). Furthermore, they assert that this action constitutes a divestment of the State’s beneficial interest.

Interestingly, there are others who assert, quite sadly, that they have uncovered a secretive and covert endeavour by GNPC and its board chairman to sell the 7% shares acquired by the Republic of Ghana from Anadarko West Cape Three Points Company (Anadarko) to Petroleum Oil and Gas Corporation of South Africa (Petro SA). To present the truth, I provide the following information for those seeking accurate insight.

Sale and Divestment of 7% “Shares” Acquired from Jubilee Oil Holdings Limited (JOHL)

Ghana is a country of law, and there are laws and procedures governing the sale and transfer of shares, under Ghana’s Companies Act 2019 (Act 992), even for private companies. I encourage all my accusers, and the public to Google “what is the procedure for share transfers in Ghana”, educate themselves, and draw their own conclusions on the veracity or duplicity of the allegations. Shares of a company are not a pack of cigarettes anyone, and for that matter, the Chairman of GNPC can keep in his or her pocket and vend by the street!

The allegations surrounding the supposed “surreptitious,” “clandestine,” and “scandalous” sale of so called GNPC shares are unequivocally false. There is no intention by GNPC or me as its Chairman, to divest 7% shareholding in JOHL nor has there been any claim by PetroSA to acquire shareholding interests in JOHL. Such claims can only stem from an uninformed and malevolent mind.

The Matter of The Petroleum Oil and Gas Corporation of South Africa (“PetroSA”)

In March 2006, the Government of the Republic of Ghana (“The State”) represented by the Minister for Energy (“Minister”), the Ghana National Petroleum Corporation (“GNPC”), executed a Petroleum Agreement (“PA)” in respect of the Deepwater Tano Contract Area (“DWT”), with Tullow Ghana Limited (“Tullow”), Sabre Oil and Gas Limited (“Sabre”), Kosmos Energy Ghana HC (“Kosmos”) and Anadarko Offshore Holding Company, LLC (“AOHC”). These companies are hereinafter collectively referred to as “Contractor”. GNPC as is mandatory in the PA holds a 10% carried interest in DWT.

PetroSA, in July 2012 completed the acquisition of the shares of Sabre after receiving the consent of the Minister of Energy, the Honourable Joe Oteng-Adjei, earlier in February of the same year. By the acquisition of the assets and liabilities of Sabre, PetroSA legally assumed the equity interests of Saber as a Contractor in the PA relating to the DWT.

Specifically, PetroSA bought out Sabre’s interest in three assets i.e., the producing Jubilee field (1.7%), the Deepwater Tano Block at (4.05%), and the West Cape Three Points Block at (1.854%). Also, and by virtue of becoming a Contractor under the PA, PetroSA also, became a party in the Joint Operating Agreement (JOA) relating to the DWT.

As a party to the DWT JOA, PetroSA like all other parties in the Agreement, is entitled to the benefits and rights granted in the said agreement. This includes the ability to exercise a right to pre-empt any divestments to any unidentified third party for any intended transfers of all or a portion of and Participating Interests, whether directly or indirectly by assignment, merger, consolidation, or sale of stock or shares or other conveyance.

In 2021, AOHC created and incorporated a new Company i.e., Jubilee Oil Holdings Limited (“JOHL”), in Cayman Islands. JOHL, and Anadarko assigned to JOHL (“JOHL Transfers”) a 7% Participating Interest in the DWT JOA and a 5.95% interest in the DWT Petroleum Agreement. It also entered into a sale and purchase agreement with Kosmos Energy for the sale of Anardarko, and with the GNPC for the sale of JOHL.

Post the acquisition of JOHL by GNPC, after serving a notice to pre-empt rights to purchase the 7% Participating Interest in the DWT JOA currently held by JOHL, PetroSA has since engaged GNPC to acquire said Interests.

As a compromise solution, we have proposed the option of a 50:50 split of the 7% shares GNPC was holding. It is important to note that we have yet to outline specifics for the finality on the matter, and this compromise is subject to confirmation, and subsequent advice of the Minister. We are still in the stage of on-going discussions.

GNPC’s doors remain wide open to all Civil Society Organizations and individuals alike. I extend an invitation to investigate and ascertain the facts before succumbing to orchestrated and futile frenzies.

The call for my resignation, as well as that of the CEO, in relation to this matter is deeply regrettable and unfortunate. CSOs, are expected to protect the interests and rights of civil society, seek the public good and national interest. Instead, the 29 CSOs that have called for my resignation, chose to engage hastily in this matter without seeking the facts, and rather misinform the public, in pursuit of ulterior motives and a vested interest. This is detrimental to the public good, and the national interest.

I have taken due note of the libellous statements against me by my detractors including the said CSOs, and reserve the right to take legal action against these organizations and anyone engaged in this diabolic exercise of destroying my name and reputation.

FREDDIE WORSEMAO ARMAH BLAY

CHAIRMAN

Dated: Thursday, 24 May 2023 for release to all Media Houses and Relevant Internet Portals