raising doubts

Ghana: Botched PetroSA deal instigates corruption probe calls

By Jonas Nyabor

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Posted on June 12, 2023 12:21

 © Ghana’s President Nana Akufo-Addo is asked to step in. REUTERS
Ghana’s President Nana Akufo-Addo is asked to step in. REUTERS

The Ghanaian government has discontinued talks over a 50% sale of its stake in Jubilee Oil Holding Limited (JOHL) to South Africa’s PetroSA. Civil society organisations say what must follow is an investigation into the circumstances leading to the commencement of the negotiations for the deal described by critics as scandalous and an attempt to fritter away Ghana’s petroleum interests.

An infighting between Minister of Energy Matthew Opoku Prempeh and the Board Chairman of the Ghana National Petroleum Commission (GNPC), Freddie Blay, ended with a decision to halt further engagements with PetroSA for a 50-50 split of Ghana’s interests in Jubilee Oil Holding Limited from the Jubilee and TEN oil fields, operated by Tullow Ghana.

Jubilee Oil Holdings Limited, a subsidiary of GNPC, was acquired through a $164m share purchase agreement between Ghana and Anadarko WCTP Company in 2021 when the latter announced plans to offload its interests.

PetroSA, a minority player in the upstream joint venture, exercised its pre-emptive rights in the hope of expanding its assets and portfolio in Ghana and across the continent before the deal fell through.

“They [PetroSA] made a bid for it but we [GNPC] took it all and they appear not to be happy with it and eventually they may have to go to arbitration for it to be decided,” Blay told journalists in Accra.

How it escalated

Documents obtained by The Africa Report show that contrary to Prempeh’s instructions, Blay continued to engage PetroSA for a deal, which he said was the best move for an amicable solution. In one of the correspondences, PetroSA’s board chairman Nkululeko Poya acknowledged Blay’s acceptance of a 50-50 proposal. 

“PetraSA is ecstatic that both parties have been able to come to an equitable and cordial remedy to the matter of JOHL’s acquisition of DWT interest arising as a consequence of Anadarko’s disposal of their interests in Ghana through a 50-50 split of the DWT interest held by JOHL,” it reads.

Prempeh, consequently, sent a formal complaint to President Akufo-Addo for intervention. “The communication has been very clear that even though PetroSA could exercise rights under JOA, any such action would not be approved by the Government of Ghana […] It is actually the chairman of GNPC who has been pushing for PetroSA to preempt that Ghana stake which is a posture that clearly undermines government policy.”

PetroSA spokesperson Tumoetsile Mogamisi did not immediately respond to questions from The Africa Report about these developments.


Blay and Prempeh have called a truce but over two dozen civil society organisations are calling for thorough investigations into the management of JOHL.

Their concerns include:

  • Why JOHL, a wholly-owned subsidiary of GNPC, is registered in the Cayman Islands 
  • Why Blay and GNPC CEO Opoku Awhenie Danquah are listed as directors of JOHL

“There are still a lot of outstanding issues that need to be probed,” Denis Gyeyir, the Africa programme officer at the Natural Resource Governance Institute tells The Africa Report

“The JOHL arrangements with GNPC are still not very clear. The whole idea of registering an asset outside the country is not a very good arrangement. It belongs to the national oil company so why keep it in a tax haven when it doesn’t foster transparency? It shouldn’t be the case.

“This company [JOHL] is supposed to be a subsidiary and needs to have its own governance arrangement but none of that exists. It’s more like a department at GNPC and all the decisions concerning JOHL are virtually taken by GNPC. There’s no accountability anywhere. The CEO and board chair of GNPC are the two directors of the JOHL and it is really unfair.” 

According to a Public Interest and Accountability annual report, JOHL recorded a gross margin of $207m in 2022.

The Ministry of Energy says revenue from JOHL’s lifting is being used to finance decommissioning of the Saltpond field and payment of commercial interests owed to Explorco, another GNPC subsidiary.

Will Blay step down?

A statement by the 32-member CSO alliance last month demanded the resignation of Blay, saying PetroSA’s preemption claims were illegal, and therefore find it surprising that the board chairman was involved in activities to move the deal forward.

“For the board chairman and CEO to have concocted a justification for the pre-emption, their continued stay in office – close to any petroleum asset – poses significant risks to Ghana’s interests in all petroleum operations,” the statement read.

Ben Boakye, the executive director of the Africa Centre for Energy Policy, and a member of the CSO Alliance, contends that the direct communication between Blay and PetroSA smacks of poor corporate governance as it ideally should have been the CEO of GNPC corresponding with PetroSA.

“This really points to certain collusion at some level within the organisation [GNPC]. It is becoming clear that not the entire management or board was involved,” he tells The Africa Report.

“Even for the board chair to take those decisions without reference to any law that allows him to activate such preemptions is weird and I find that to be shocking.”

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