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Helios Exits Axxela as BlueCore Gas InfraCo Acquires Majority Stake

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Helios Investment Partners has completed the sale of its 75 per cent equity interest in Axxela Limited to BlueCore Gas InfraCo Limited, marking a significant transaction in Nigeria’s fast-evolving gas and power infrastructure sector.

The acquisition transfers control of Axxela to BlueCore, a strategic alliance comprising Afrigaz Energie LLP, Levene Energy Development Limited, emPERSAND Limited, and energy& LLP. The consortium is focused on accelerating gas-to-industry and gas-to-power development across Nigeria and the wider West African region.

As part of the transaction, Sojitz Corporation, the Japanese trading and investment group listed on the Tokyo Stock Exchange, exercised its tag-along rights to sell its remaining 25 per cent stake alongside Helios, resulting in a full exit by the previous shareholders.

Axxela has emerged over the past decade as a critical player in Nigeria’s domestic gas value chain, supplying natural gas to industrial, commercial, and power generation customers through an expanding network of pipelines and infrastructure assets. The company’s operations have been closely aligned with Nigeria’s policy push to deepen gas utilisation as a transition fuel, reduce reliance on diesel, and support industrial growth.

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Commenting on the divestment, Nitin Kaul, Partner at Helios Investment Partners, said the firm was proud of Axxela’s evolution under its ownership. “Together with the management team, we have built a resilient platform well-positioned for long-term growth,” Kaul said. “BlueCore is the right partner to support the company’s ambitions, and we remain confident Axxela will continue to play a critical role in advancing energy infrastructure in its core Nigerian market and beyond.”

The change in ownership comes at a time of renewed investor interest in Nigeria’s gas sector, underpinned by regulatory reforms, rising domestic demand, and government efforts to position gas as a cornerstone of industrialisation and power sector stability. Industry observers expect BlueCore to prioritise further network expansion, new customer connections, and regional growth opportunities as Axxela enters its next phase under new ownership.

Financing the Transaction: RMB Structures $285m Acquisition Facility

Rand Merchant Bank (RMB), a subsidiary of FirstRand Group, has successfully closed a landmark $285 million acquisition financing for BlueCore Gas InfraCo Limited, marking a pivotal moment in the evolution of Nigeria’s gas and power infrastructure market.

RMB acted as Global Debt Coordinator, Mandated Lead Arranger, Underwriter, and Bookrunner, structuring and part-funding the $285 million debt package that supported BlueCore’s acquisition of Glover Gas & Power B.V., the 100 per cent owner of Axxela Limited, one of Nigeria’s leading private gas and power distribution platforms.

In addition to providing acquisition financing, RMB delivered a bespoke funding solution that enabled BlueCore to complete the transaction within a compressed timeline. The bank also served as exclusive sell-side adviser to Helios Investment Partners, the exiting shareholder, ensuring an orderly transition to indigenous Nigerian ownership.

Commenting on the deal, Chidi Iwuchukwu, Head of Investment Banking, Africa at RMB, said the transaction underscored the bank’s role in advancing Nigeria’s energy transition. “This milestone transaction showcases RMB’s ability to deliver integrated, high-impact solutions that unlock value for our clients while advancing Nigeria’s energy transition,” he said. “By enabling indigenous ownership of strategic gas and power assets, we’re helping to drive the shift toward cleaner, more sustainable energy.”

The transaction was executed amid a competitive bid process involving more than 15 interested parties. According to RMB, its One Bank model—which integrates sector expertise, structuring capability, and balance-sheet support—was instrumental in securing the deal under tight execution timelines.

Francis Oputeh, Lead Transactor and Head of Leveraged Finance, West Africa at RMB, said the deal reflected the bank’s growing leadership in complex infrastructure financings across the continent. “This transaction reflects our strong partnership with BlueCore InfraCo and underscores RMB’s leadership in structuring complex, multi-stakeholder deals across Africa,” he said. “It’s a testament to our role as a trusted adviser delivering impact beyond finance.”

On the buy side, Eric Idiahi, speaking for BlueCore InfraCo, described the acquisition as transformational. “This acquisition marks a defining step in BlueCore’s mission to strengthen Nigeria’s energy infrastructure through indigenous ownership,” he said. “Partnering with RMB enabled us to secure a tailored financing solution that positions Axxela to drive gas commercialisation, reliability, and sustainability across the country.”

The acquisition and its financing are aligned with Nigeria’s gas commercialisation strategy and broader decarbonisation objectives, supporting reduced gas flaring, improved energy reliability, and the displacement of more carbon-intensive fuels across industrial and power-generation sectors.

About BlueCore Gas InfraCo Limited

BlueCore Gas InfraCo Limited is a Nigerian-focused gas infrastructure platform established to accelerate the development of gas-to-industry and gas-to-power solutions across Nigeria and the wider West African region.

The company operates as a long-term infrastructure owner and developer, targeting critical bottlenecks in domestic gas transportation, distribution, and customer connectivity. Its strategy is aligned with Nigeria’s national objective of deepening gas utilisation as a transition fuel—supporting industrial productivity, power sector reliability, and reduced dependence on diesel and other high-cost fuels.

BlueCore is backed by a consortium of experienced energy investors and developers, combining regional operating expertise with international capital and project development capabilities. The alliance brings together complementary strengths in gas infrastructure development, financing, asset management, and stakeholder engagement, enabling BlueCore to pursue complex, capital-intensive projects with a long-term investment horizon.

Following its acquisition of a controlling stake in Axxela Limited, BlueCore’s portfolio now spans established gas distribution networks, industrial and commercial customer relationships, and gas supply infrastructure that services key manufacturing clusters and power plants. The platform provides a foundation for network expansion, new customer connections, and selective regional growth beyond Nigeria.

BlueCore’s investment thesis is underpinned by structural demand for cleaner, more reliable energy across West Africa, rising industrial gas consumption, and regulatory reforms designed to improve bankability and attract private capital into midstream gas infrastructure. The company positions itself as a partner to governments, regulators, utilities, and large industrial users seeking scalable and commercially sustainable gas solutions.

With a focus on disciplined capital deployment, operational resilience, and long-term value creation, BlueCore Gas InfraCo Limited aims to play a central role in building the infrastructure required to unlock Africa’s domestic gas potential and support economic growth across the region.

 

 

 

 

 

 

 

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