Show-Cause Notices Issued to SEPL, FHL Over Ownership Change
News Desk
ISLAMABAD: The Directorate General of Petroleum Concessions (DGPC) of the Ministry of Energy (Petroleum Division) has issued show-cause notices to M/s Spud Energy Pty Limited (SEPL) and M/s Frontier Holdings Limited (FHL) over an undisclosed change in ownership and effective control, potentially violating the Petroleum Rules of 1986 and 2001.
The Petroleum Division raised concerns that any change in a company’s ownership or board requires prior approval from the government. This measure ensures that new owners or board members do not include individuals from countries hostile to Pakistan, such as India or Israel, due to the potential security risks they may pose. For example, changes involving foreign companies with subsidiaries in Pakistan can lead to national security threats. Slight Increase in Petroleum Prices
As per the official notice issued on July 18, 2025, to SEPL, FHL, and their parent company, M/s Jura Energy Corporation (JEC), the DGPC noted that Phoenix Exploration had transferred a 73.3% controlling share in JEC to M/s IDL Investments Limited, a firm based in the British Virgin Islands. This transaction, which occurred on March 6, 2025, was not reported to the DGPC before or after it was executed.
The notice pointed out, “Any disposition of shareholding or effective control without the prior approval of the government is a violation under Rule 68(d) of the Pakistan Petroleum (Exploration and Production) Rules, 1986, and Rule 69(d) of the 2001 Rules.”
The DGPC reminded the companies that, under the Petroleum Rules, entities holding petroleum rights are obligated to disclose any capital issues, ownership changes, or corporate restructuring. These reporting duties were not fulfilled in this instance.
“The transaction may have involved changes in shareholding or structure, potentially impacting effective control. These should have been reported to this Directorate under the relevant rules and required approval,” the DGPC stated. It further noted that it only became aware of the transaction through a third-party letter dated May 2, 2025.
The DGPC has requested that SEPL, FHL, and JEC provide detailed documentation and justification within 30 days as to why action should not be taken against them. The companies must provide full details of the shareholding structure of the involved entities—IDL, Phoenix, JEC, PetExPro, FHL, and SEPL—before and after the transaction. Other required information includes details of new board appointments, shareholder voting patterns, tax filings, transaction values, and whether capital gains or withholding taxes were paid in Pakistan.
The DGPC specifically sought clarification on how the 2025 transaction differs from a similar 2012 case where a No Objection Certificate (NOC) was granted for a change in FHL’s control from JEC to Eastern Petroleum Limited, Mauritius.
Failure to respond within the given timeframe could result in punitive actions, including the “revocation of petroleum rights,” the notice warned. It also emphasized, “This notice does not preclude further action against the companies under any provision of the relevant rules.”
The companies have been given the option to request a personal hearing with the authority if they wish.
