Seela Energies: why Eni and PTTEP folded two 10% Ghasha stakes into one balance sheet

Eni Abu Dhabi and PTTEP MENA have created a 50/50 company, Seela Energies, and will transfer into it the 10% participating interest each currently holds in ADNOC's Ghasha concession offshore Abu Dhabi. PTTEP says all regulatory, governmental and partner approvals are in hand and conditions precedent satisfied. The headline is organisational; the substance is financial.

What actually changes

Almost nothing changes economically. Each sponsor held 10% of Ghasha directly; each now holds that same 10% indirectly, through a half-share of a vehicle that owns the combined 10%. Reserve and production entitlement reporting to each parent should be unaffected, as should each company's share of cost oil and profit gas. What changes is the legal and contractual interface between the two sponsors and everyone else — ADNOC, the other concession partners, and, most importantly, the lenders.

PTTEP's stated rationale is telling in its ordering: the JV "strengthens the collaboration between PTTEP and Eni, enhances access to financing, builds capability, shares expertise and supports potential future mutual growth." Financing comes before capability and growth in that list.

The timing supports reading this as a financing-step. A few months before the JV was announced, ADNOC — alongside Eni and PTTEP — put in place a structured financing of up to $11 billion (AED 40.4 billion) for Hail and Ghasha. Lenders to a project-financed upstream asset generally prefer a single, ring-fenced equity counterparty with one set of covenants, one governance chain and one exit mechanism over two separate minority partners each carrying their own balance sheet, credit profile and change-of-control provisions. Consolidating two 10% stakes into one holding company delivers exactly that.

The asset being financed

Ghasha is not a marginal project, which is why the structuring matters.

*Conversion is the author's, using 1 bcm ≈ 35.315 bscf. The 18.6 bcm/yr figure is roughly equivalent in energy terms to a mid-size LNG train of about 4–5 Mtpa, though the gas is destined primarily for the UAE domestic grid and industrial base rather than liquefaction.

The development is one of the world's largest sulphur-rich gas projects and sits at the centre of the UAE's push for gas self-sufficiency. The artificial-island concept — drilling and processing from reclaimed islands in shallow water rather than from conventional platforms — is the same philosophy ADNOC has applied at Upper Zakum and other offshore assets: it lowers per-well operating cost, reduces offshore manning and simplifies the power and carbon-capture architecture, since CO2 can be piped to a central onshore sink instead of being handled field by field.

Reading the financing numbers

The dirham conversions in the reporting are internally consistent with the UAE's long-standing peg of roughly AED 3.6725/USD, which is a useful sanity check on figures that are otherwise single-sourced:

• $11.0bn × 3.6725 ≈ AED 40.4bn — consistent
• $4.9bn × 3.6725 ≈ AED 18.0bn — consistent
• $10.1bn × 3.6725 ≈ AED 37.1bn — consistent
• $2.2bn × 3.6725 ≈ AED 8.1bn vs. reported AED 8.3bn — minor discrepancy; treat the reported dirham figure as the source value

More instructive than the arithmetic is the pattern. ADNOC has been running a deliberate programme of monetising midstream and infrastructure through long-term partnership and BOOT structures — $4.9bn for oil pipelines, $10.1bn for gas pipelines, $3.8bn to power and decarbonise offshore operations, $2.2bn for sustainable water supply — while retaining operatorship of the upstream. Hail and Ghasha's $11bn package is the largest single item in that sequence, and it is the first of these that sits over an asset still under construction rather than over an operating midstream network. That raises the construction-risk allocation question, which is precisely where a clean equity vehicle helps the lender group.

Why bother, if the economics are unchanged?

Four reasons plausibly sit behind the structure, in roughly descending order of weight:

1. Lender interface. One borrowing entity, one set of covenants. Both sponsors get the financing benefit PTTEP cites without either becoming the other's guarantor.
2. Divergence management. Eni and PTTEP have different strategic clocks in the Middle East. Eni is repositioning a global upstream portfolio toward gas and low-carbon solutions; PTTEP is a national-champion explorer with an explicit mandate to build international reserves. A 50/50 vehicle gives a pre-agreed mechanism for future divergence — dilution, transfer or staged exit — without reopening the concession agreement with ADNOC each time.
3. Technical complementarity. Eni brings deep sour-gas and carbon-capture experience from projects such as Kashagan and its Italian CCS work; PTTEP brings offshore project delivery and Southeast Asian gas-market relationships. The skills needed for a sulphur-rich, island-based, unmanned development with 1.5 Mt/yr CO2 capture are not the same as those needed to run a conventional offshore field.
4. Optionality for further Middle East growth. PTTEP's wording about "potential future mutual growth in the Middle East region" implies the vehicle is intended as a platform, not a one-asset wrapper.

Points to watch

• The other partners. The reporting names Wintershall Dea, OMV and Lukoil as Ghasha concession partners without giving interests. Wintershall Dea's upstream business was the subject of a disposal to Harbour Energy announced in December 2023 and completed in 2024; if that transaction included the Ghasha stake, the partner register as reported may already be out of date. This should be checked against ADNOC's own concession documentation rather than assumed either way.
• Consolidation accounting. Whether PTTEP treats Seela as a joint venture under IFRS 11 (equity method) rather than a joint operation with proportionate consolidation affects how Ghasha appears in its financial statements. PTTEP's next annual report will settle it.
• Carbon-capture delivery risk. The net-zero ambition rests on ~1.5 Mt/yr of CO2 capture plus hydrogen substitution for fuel gas. Neither has an operating precedent at this scale in Abu Dhabi's offshore, and both are capital-intensive line items that lenders will scrutinise separately from the upstream spend.
• Whether the structure spreads. If Seela works, expect consolidation vehicles to become the default template for minority stakes in Gulf mega-projects where project finance is involved — a quiet but meaningful shift in how international oil companies hold Gulf positions.

The caveat that matters for readers: this account rests on a single trade-press report. PTTEP and ADNOC primary announcements were not retrievable at the time of writing, so the approvals status and stated rationale should be treated as company assertions rather than independently verified fact.

References

• Offshore Energy, "Eni, PTTEP forge JV to consolidate stakes in ADNOC's giant offshore sour gas asset", 23 October 2026.