TotalEnergies has completed the $800 million sale of its 10% interest in the Renaissance Joint Venture to Nigerian energy consortium Vaaris, marking the final stage in the withdrawal of international oil majors from direct ownership of the former Shell-operated oil-producing partnership in the Niger Delta.
The transaction, announced on Tuesday, follows Eni’s completion on Monday, 26 October, of the sale of its Nigerian subsidiary holding a 5% interest in the same joint venture to Apex Global Energy, a company owned by Sterling Oil Exploration and Energy Production Company.
Together, the transactions bring to an end decades of direct participation by Shell, TotalEnergies and Eni in one of Nigeria’s most important onshore and shallow-water oil ventures.
The Renaissance JV, formerly the Shell Petroleum Development Company (SPDC) Joint Venture, holds 18 oil and gas licences across the Niger Delta. It is operated by Renaissance Africa Energy Company, which acquired Shell’s 30% interest in March 2025.
TotalEnergies’ $800 Million Sale: What Vaaris Is Acquiring
In its announcement on Tuesday, TotalEnergies confirmed that its subsidiary, TotalEnergies EP Nigeria (TEPNG), had completed the transfer of its 10% non-operated interest to Vaaris for an aggregate consideration of $800 million.
The agreement was originally signed on 14 January 2026.
The transaction covers TotalEnergies’ participating interest, including associated rights and obligations, in 15 licences producing predominantly oil. These assets contributed approximately 16,000 barrels of oil equivalent per day to TotalEnergies’ production in 2025.
The transaction also transfers the company’s 10% participating interest in three predominantly gas-producing licences — OML 23, OML 28 and OML 77 — to Vaaris.
However, TotalEnergies retains its full economic interest in these three gas licences, which currently account for approximately 50% of the natural gas supplied to Nigeria LNG.
This distinction is crucial. Although Vaaris acquires the participating interests in all 18 licences, the French company continues to benefit economically from the three gas assets.
The arrangement allows TotalEnergies to withdraw from the joint venture’s mature oil-producing portfolio while preserving its exposure to gas production linked to Nigeria’s liquefied natural gas exports.
Who Owns the Renaissance Joint Venture Now?
Following the completion of the TotalEnergies and Eni transactions, the ownership structure of the Renaissance JV is:
NNPC Limited — 55%: Nigeria’s state-owned national oil company.
Renaissance Africa Energy — 30%: The joint venture operator, controlled by a consortium of predominantly Nigerian investors.
Vaaris Resources — 10%: Acquirer of TotalEnergies’ participating interests.
Apex Global Energy/AENR — 5%: The interest previously controlled by Eni, now held through a subsidiary acquired by Sterling Oil.
The new structure marks the disappearance of Shell, TotalEnergies and Eni as direct equity participants in the former SPDC Joint Venture.
Renaissance’s shareholders include four Nigerian exploration and production companies — ND Western, Aradel Energy, FIRST E&P and Waltersmith — alongside international energy investor Petrolin.
Sterling Oil, the ultimate owner of Apex, also describes itself as an Indian-origin energy company operating in Nigeria.
The more significant transformation is therefore the replacement of international oil majors by independent energy companies and investors, with Nigerian firms taking the leading operational role.
From Shell to Renaissance: The End of an Era
The transformation began with Shell’s decision to sell its Nigerian onshore subsidiary, SPDC, to the Renaissance consortium.
The transaction, agreed in January 2024 and completed on 13 March 2025, transferred Shell’s 30% participating interest and operatorship to Renaissance.
The agreement provided for an initial consideration of $1.3 billion, with additional payments potentially taking the transaction value to approximately $2.4 billion.
The subsequent sales by TotalEnergies and Eni have completed the restructuring of the former SPDC partnership.
For decades, Shell was the dominant operator of Nigeria’s onshore petroleum industry, managing extensive production, processing and transportation infrastructure across the Niger Delta.
The transfer of these assets to independent companies represents one of the most consequential changes in the ownership of Nigeria’s upstream petroleum industry since commercial oil production began.
Why TotalEnergies’ Earlier $860 Million Sale Failed
The successful Vaaris transaction follows an unsuccessful attempt to sell the same interests to Mauritius-based Chappal Energies.sell the same interests to Mauritius-based Chappal Energies.
TotalEnergies reached a $860 million agreement with Chappal in July 2024 and although Nigerian regulators initially approved the transaction, the Nigerian Upstream Petroleum Regulatory Commission withdrew its approval in September 2025 after the parties failed to meet financial obligations within the required deadlines.
Chappal was unable to secure the funding necessary to complete the acquisition.
The $800 million Vaaris transaction is $60 million below the consideration previously agreed with Chappal.
Vaaris Resources JV Co., incorporated in December 2025, brings together Nigerian upstream operators and oilfield service companies.
The consortium is chaired by experienced energy industry executive Tein George. Former Seplat Energy chief executive Austin Avuru has also been linked to the investor group, having previously confirmed that he assembled investors to pursue the assets.
Completion of the transaction demonstrates that the consortium has overcome the regulatory and financing hurdles that prevented the earlier Chappal deal from closing.
What the IOC Exit Means for Nigeria’s Oil Industry
The completion of the TotalEnergies and Eni transactions marks a turning point in the restructuring of Nigeria’s petroleum industry.
International oil majors have increasingly concentrated their Nigerian investments in deepwater production and natural gas, while independent producers have acquired mature onshore and shallow-water assets.
The shift creates opportunities for companies with greater familiarity with local operating conditions and potentially stronger incentives to invest in fields that have received limited capital expenditure.
But transferring ownership does not eliminate the structural problems associated with Niger Delta oil production.
The new owners must confront ageing infrastructure, pipeline vandalism, crude theft, environmental liabilities and the considerable capital required to sustain or increase output.
The critical question is whether independent operators can mobilise sufficient investment to rehabilitate facilities, improve production reliability and develop reserves more efficiently than their predecessors.
For NNPC, which retains its 55% participating interest, the transition also creates an opportunity to establish a more commercially effective relationship with private-sector partners.
The era of international oil majors controlling the former SPDC Joint Venture has ended. The next test is whether its new investors can translate ownership into higher production, sustained investment and improved operational performance.
