Our Archive/Nigeria’s Refining Gap: The Road to Privatisation and Back

OUR ARCHIVE

DATELINE, ABUJA, AUGUST 2007

Calls for a halt to the waste of resources on Nigeria’s state owned refineries go back several decades, as the story below, from our file records of 13 years ago, shows…

In mid July 2007, less than two months after assumption of office, Nigeria’s president Umar Yar’adua ordered that two refineries that had previously been sold to the private sector be returned to state hydrocarbon company NNPC (Nigeria National

Petroleum Corporation). It was an anticlimax to a four-year, controversial privatization process, which ended just in May 2007 with 51% stake in the largest refinery, the 210,000BOPD plant in Port Harcourt, sold to Bluestar Consortium for $561Million. Mr. Yar’dua instructed the NNPC to get the refineries working to at least 70% capacity within twelve months. It was a triumph for the NNPC, which had preferred to be left to run the refineries. But was it a triumph for efficiency? Has Mr. Yar’adua rolled back the painful “gains” of deregulation in the downstream oil and gas sector? As part of our ongoing series on the Refining Gap in Nigeria, senior correspondent EJIKEME OKEKE-AGULU pieces together a six year story, highlighting the see-saw nature of the sale…

In NOVEMBER 2000, GIUS OBASEKI, then Group Managing Director of the NNPC,

gave an overview of the state of the three government owned refineries in the country. He was satisfied with himself. The “Port Harcourt Refinery is running at 75%” he told Yakubu Lawal, energy editor of The Guardian of Nigeria. “I can run Port Harcourt at 100%,” Obaseki said “But professionally, I will be doing myself damage because the cracker- the FCC will not be in place till the middle of next year”.

The country’s refineries have a nameplate capacity of 445,000BOPD; with the Warri Refinery, in the midwestern part of the country, designed for processing 125,000BOPD of crude, the Port Harcourt Refinery, (which is really two in one), located in the east of the country, designed to process 210,000BOPD and the Kaduna Refinery, sited in the north, having an installed capacity of 110,000BOPD.

It was expected, from Mr. Obaseki’s comment then, that Port Harcourt Refinery, by far the largest, would be running 100% by the middle of 2001 though subject to crude availability as the GMD had presumed. This was to be two years into the then new democratic dispensation. Obaseki also told Yakubu Lawal that the Kaduna refinery was “running 60% after a lot of maintenance work”. This performance, he promised, would be tremendously increased, such that by 2001, the Kaduna refinery would “operate at the same level with Port Harcourt”. There was a caveat, however. “Unless we are left to do our work”, Obaseki told Lawal, “we won’t get to where we want to be.”

From the results on the ground, Mr. Obaseki either “wasn’t allowed to do his work”, or the problems were overwhelming.

By 2003, two years after the Port Harcourt and Kaduna refineries were supposed to be working at full steam, and four clear years into President Obasanjo’s take over of power from the military, the thinking in government had changed from “government can run the refineries” to “let us privatise the refineries”, or so it seemed. Port Harcourt, Warri and Kaduna, didn’t achieve the full delivery of petroleum products they were designed to output. The Bureau of Public Enterprises(BPE), Obasanjo’s privatisation agency, had stepped up to the plate.

“All of the refineries are in need of complete overhauling”, the BPE said. “Bad management and poor maintenance have cut refining output considerably, it lamented.

“The Government has attempted to meet the shortfall by importing gasoline. The domestic shortage of refined products persists, and has led to numerous clashes and accidents” said the BPE and “the most recent incident occurred in Warri, Delta State, where more than 1,000 people lost their lives when a gasoline pipeline exploded and caught fire. Villagers were scavenging for gasoline, which had been in very short supply.” The BPE spelt out a number of options being considered by the Government in reforming the refineries and that included: leasing, privatisation, contract management, and joint venture.

THE PRIVATISATION JOURNEY HAD BEGUN.

On his return for a second term in May 2003, President Olusegun Obasanjo signed off on the privatization of the  three refineries. The Privatisation was to be carried out under the auspices of the National Council of Privatisation (NCP).

Transaction commenced in October 2003 with a 60-day sales study of the refineries by the then advisers, Credit Suisse First Boston (CSFB), set up to assess the saleability of the facilities and establish potential bottlenecks that may likely impact closure of transactions and recommend appropriate litigants. The advertisements for Expressions of Interest (EOIs) from prospective bidders in all the refineries commenced simultaneous with the Sales Study. This sales study was completed in December 2003, though Warri Refinery was not covered due to precarious security situation in Warri and environs at the time.

For the Port Harcourt Refinery (PHRC), a Preliminary Information Memorandum (PIM) was sent to the final list of Expressions of Interest (EOIs) approved by the Steering Committee, which included the oil majors. The PIM was also distributed to prospective bidders for new oil blocks in the 2005 Licensing Rounds.

A BPE report says that “The unbundling and corporatisation of PHRC as a separate business entity from NNPC was undertaken, with a detailed assessment of environmental impact of the refinery operations and submission of a detailed report indicating the extent of environmental liabilities and the required remediation plan in other to effectively sell off 51% of the government’s stake in PHRC”.

In November 2005, the Bureau issued the final Information Memorandum (TM) and relevant bid documents to the short listed bidders, viz,

Essar Infrastructure of India;

Oando Plc;

Refinee Petroplus; and

Transcorp Plc. The four firms submitted their technical and financial bids at the deadline of December 2, 2005.

But the BPE said the four bidders did not meet the minimum qualification benchmark after evaluation. They were asked to resubmit revised bid by April 24,2006 after pointing out the areas of weakness in the bids, which did not meet up with some, or all such minimum qualifications as;

o Technical expertise in refining will be a prerequisite;

o Credible Investment Plan aimed at critical rehabilitation and expansion of refining capacity; o A Social Plan also key in dealing with over- staffing;

o Evidence of financial resources; and

o Demonstration of managerial ability. As stated by the BPE

Efforts to understand where each of these four bidders failed the test proved abortive as the BPE never replied to the various queries sent to it by this magazine.

The four bidders however submitted revised bids by the deadline of 24 April 2006. Most of the bids were disqualified after the BPE found that technical partner was a member in more than one consortium.

Following multiple membership in bidding consortia by a technical partner, which would have led to disqualification of most of the bidders, the Technical Committee of the NCP directed that a new RFP (Requests for Proposal) be issued to bidders after further clarification on the bidding procedures. The four companies were eventually pre-qualified for the financial bids opening, scheduled for July 2006.

On the order of President Obasanjo, the process was halted and the transaction re-opened to other bidders.

There were reports then that the refinery was being underpriced and the president ordered the refinery to be returned to the NNPC. There was no improvement afterwards and so the advertisements for EOIs were again placed in December2006 with the deadline for submission of EOls was 19 January 2007. Six bids were received by the deadline from the following prospective investors which included; Mittal Investments Ltd; Indorama International Finance Ltd; Global Oil & Energy; Link Global International Ltd; Taleveras Group; and Oil Works Ltd (DFP project Finance Ltd). Following evaluation of the new EOIs, the following consortia, consisting both existing and new bidders, were approved to proceed to the next stage of the transaction: Essar Infrastructure of India, Oando Plc, Refinee Petroplus, Transcorp Plc, Mittal Investments Ltd, Indorama International Finance Ltd, Global Oil & Energy, and Link Global International Ltd. As at then, it was only the Transcorp that still represented her bid.

The Bluestar Consortium was not in the race.

But sequel to the disengagement of CSFB as transaction advisor, the Bureau sent out Terms-of-Reference (TOR) and an invitation letter to three international firms: HSBC, BNP Paribas & Standard Bank of South Africa asking them to submit proposals to act as transaction advisors for the privatisation of both Port Harcourt & Kaduna Refineries. Only BNP Paribas submitted a proposal and was appointed as the new advisor to complete the refineries transaction.

Three bidders (Oando Plc; Refinee Petroplus; and Bluestar Consortium (incorporating Transcorp) submitted their technical and financial proposals and following evaluation of the former, the three were pre-qualified for financial bids opening. The Bluestar Consortium emerged winner with a bid of $561Million for 51% stake in the plant.

FOR THE KADUNA REFINERY, following China National Petroleum Company’s lower bid of about $102Million for the Northern refinery, NPC conducted a detailed due diligence on KRPC between 17 October and 4 November 2006 prior to submission of bid for KRPC. And they submitted their technical and financial proposals. At the bids opening on May 17, 2007, it offered to pay a revised offer price of$ 102 million, which was below the reserve price. Blue Star Oil Services Consortium also took up the challenge of buying into the KPRC with an offer price of $l60Million for 5l % equity; an amount exceeding the $102 million revised offer by China National Petroleum Corporation (CNPC).

Irene Chigbue, the Director General of the BPE, said that the Bureau’s mandate has never been to sell government’s enterprises for the purpose of generating money for government. “Our greater mandate is to allow the private sector drive the nation’s economy. It is not how much we are getting from these sales that matter, but the overriding desire to see our refineries meet the local need for fuel, thereby saving the country from huge foreign reserves call arising from fuel importation.”

But the Nigerian Labour Congress and the Trade Union Congress in their fight against the refinery sale and increase in petroleum pump price that said government failed in their duty at ensuring that it maintains control on utilities that directly affects the ordinary citizen.

David Mark, then newly elected senate president (presiding over the upper legislative house) said “that there might be friction if government sells an enterprise that has social impact and there is no social cushion to alleviate the pains”.

Emman Egbogah, regional director Society of Petroleum Engineers (SPE) Africa region and former Technology adviser to the Malaysian state hydrocarbon company Petronas: argued: “there are certain critical things the government should maintain a tag upon and I think in the case of Nigeria, there are many areas in which the government of course should have some contributions to make so that distribution will be equitable and maintaining a couple of refineries shouldn’t be too much for us”

IT HAS TAKEN FOUR YEARS, starting from the first few months of president obasanjo’s second term to the last weeks of the president’s tenure, to privatise the refineries, and all that has ended in a smoke, with the return of the refinery to the NNPC.

The NNPC had been wary of going full hog with the deregulation process; at some point the Port Harcourt refinery was withdrawn from the bid process. When an audience at a seminar in the course of an SPE conference asked Edmund Ayoola, a just retired Group Executive Director at the corporation, he fired back: “Why are people insisting on buying government owned refineries?” In a veiled reference to the lack of progress of companies licenced to construct refineries, he responded in frustration: “Why won’t people build their own?”.

Even while government kept on saying that NNPC would get out of the downstream business, the corporation continued to build mega filling stations all over the country.

The most immediate reason for the failed sale of Port Harcourt and Kaduna refineries has been the face of the winners. Bluestar Consortium consists of Dangote Industries Limited, Zenon Corp and Transcorp, three companies widely perceived to be run by cronies of the former president. “All the documents released by the BPE never at any point mentioned or noted Dangote Industries and Zenon (partners in Blue star) as a partner to any of the Bidders”, according to Labour.

Mr. Dangote had tried to douse the tension arising from the transaction and the obviously connected Transcorp by saying that after refurbishing the refineries, a significant equity would be listed on the Nigerian Stock Exchange to afford Nigerians opportunity of investing in the national facility. But when the public outrage over the sale heated up, Dangote threw darts at the NNPC. He told the Daily Sun of Lagos, Nigeria that the government corporation received over $700Million, all within the last eight years, to fix the refineries.

“NNPC stinks”, Dangote charged. “The government did not spend $1.1Billion to refurbish the refineries as some papers report. I know that fact. The papers are there. For the last eight years, the government has given NNPC about $700MilIion to refurbish the two refineries—over a period of time. That money wasn’t properly applied. And even after it was applied, the refineries are still not working. They are still not working. They are worth nothing.” While Dangote fingererd the NNPC as a nest of corruption his critics accused him of using government connections to get them out of business.

Figures from NNPC down stream report for the first quarter of 2005, the latest figure obtainable from the Department of Petroleum Resources:

The Kaduna Refinery processed an average of 38,070BOPD of crude oil for the first quarter of 2005 with a shortfall of 71,930B0PD. The Port Harcourt Refinery on the other hand processed an average of 94,453B0PD, showing another deficit of 11 5,547B0PD while the Warri Refinery processed an average of 65,496B0PD and a shortfall of 59,504BOPD. In all the two refineries of Kaduna and Port Harcourt were only able to process 132,523B0PD out of their total installed capacity of 320,000bbls/d. But an American Energy Information Administration report on Nigeria puts her average crude oil consumption for 2006 at 297,000BOPD with a growth in demand of 12.8% annually.

The figures available in the first quarter of 2005 shows that that KRPC and PHRC received a total of 14,733,289Bbls in the first quarter of 2005 and processed about 11,927,082Bbls also in the same period leaving a total of 2,806,2O7Bbls unprocessed. These figures suggest that as at the time, the two refineries were actually working below 40% as at 2005.

Dangote insists that the sale was transparent enough. He told Daily Sun “BNP Paribas, which was also called in by BTE to come and also do evaluation, just a week before we bought the refineries. Both these two, their evaluation was low” both this two refers to Credit Suisse which had also carried out their own evaluation previously. “When we went out to bid, No.1, there was this company Petroplus or whatever consortium a Saharan Energy. Their group came and they bid $300million. But they couldn’t bring even a deposit. They were therefore disqualified. Oando bid $200million. And they were asked to bring half of the money. Instead of $100million, Oando could only bring $80million. So they were also disqualified. We said $200million for the 51 percent and we put down our $1 O0million. So we qualified. And now, we were asked to go back and bid again and come back with a new price”. It is clear then that Dangote was a late entrant and a lucky child of destiny at that or maybe he represented other interests. Oando would not respond to queries by AOGR.

Now that the Bluestar has pulled out of the Refinery deal and requesting a refund of $721m and the NNPC given another 12 months by the consortium of Dangote, Zenon and Transcorp will NNPC really deliver, after years of failing to deliver? Funsho Kupolokun, who took over from Obaseki in 2003 and has run NNPC ever since, is positive.

“Before February 2006, all the three refineries were running and NONE were running on less than 75% of installed capacity. This magazine’s attempt to get specific 2007 figures from NNPC headquarters in Abuja was futile by officials. Mr Kupolokun stressed that the refineries are comatose today because of the vandalised Chanomi creek crude pipeline and that they would recommence production by September 2007 after their repairs. “Then the refineries will be back; they have been tested and proven. Once we get the refineries running, we will keep improving on what we have done”.

Kupolokun told the Nigerian press, in the last week of July: “The refineries wee working by the third and fourth quarters of 2005. Our import level went down to as low as 30 cargoes and all the depots in Nigeria, except Ore, as at that date, were functioning.”  If Mr. Kupolokun is proved wrong, the costs to the struggling economy would be enormous.

This story was originally published in the August 2007 edition of the Africa Oil+Gas Report monthly..



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