Freddy Worsemao Armah Blay — Chairman, GNPC
Freddy Worsemao Armah Blay — Chairman, GNPC

Freddy Blay dismisses 7% JOHL shares diversion claims

The Chairman of the Board of the Ghana National Petroleum Corporation (GNPC), Freddy Worsemao Armah Blay, has said the allegations surrounding the supposed "surreptitious," "clandestine," and "scandalous" sale of the so called GNPC shares are unequivocally false.

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According to him, there was “no intention by GNPC or me as its Chairman, to divest seven per cent shareholding in JOHL or has there been any claim by Petro SA to acquire shareholding interests in JOHL”. 

Such claims, he said, could only stem from an uninformed and malevolent mind.

“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,” Mr Blay said in a statement.

It further said that “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 seven per cent shares acquired by the Republic of Ghana from Anadarko West Cape Three Points Company (Anadarko) to Petroleum Oil and Gas Corporation of South Africa (PetroSA).”

Agreement

The statement said 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"). 

Those companies, he said, were hereinafter collectively referred to as “Contractor” and that GNPC, as was mandatory in the PA, held a 10 per cent carried interest in DWT.

PetroSA, it said, in July 2012 completed the acquisition of the shares of Sabre after receiving the consent of the Minister of Energy, Joe Oteng-Adjei, earlier in February of the same year. 

By the acquisition of the assets and liabilities of Sabre, it said 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 per cent), the Deepwater Tano Block at (4.05 per cent), and the West Cape Three Points Block at (1.854 per cent). 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,” it said.

In 2021, it said AOHC created and incorporated a new company, Jubilee Oil Holdings Limited (“JOHL”) in Cayman Islands and that JOHL and Anadarko assigned to JOHL ("JOHL Transfers") a  seven per cent Participating Interest in the DWT JOA and a 5.95 per cent interest in the DWT Petroleum Agreement. 

It said 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  seven per cent Participating Interest in the DWT JOA currently held by JOHL, PetroSA has since engaged GNPC to acquire the said Interests.

Solution

“As a compromise solution, we have proposed the option of a 50:50 split of the seven per cent 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 ongoing discussions”. 

The statement said GNPC's doors remained wide open to all civil society organisations (CSOs) and individuals alike. 

“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 misinformed the public, in pursuit of ulterior motives and a vested interest. This is detrimental to the public good and the national interest,” he said.  

The GNPC Board Chairman said he had taken due note of the libellous statements against him by his detractors, including the said CSOs, and reserve the right to take legal action against the organisations and anyone engaged in this diabolic exercise of destroying my name and reputation. 

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