Government issues show-cause notice to energy firms over shareholding change

The directorate gives 30 days to submit full IDL shareholding details before and after the deal

ISLAMABAD: The government has issued a show-cause notice to Spud Energy Limited, Frontier Holdings Limited, and their parent company, Jura Energy Corporation, over an alleged change in ownership and control without prior government approval.

The Directorate General of Petroleum Concessions under the Ministry of Energy (Petroleum Division) said the companies may have violated petroleum rules by not informing the authorities of the transaction.

The notice, dated July 18, 2025, states that Phoenix Exploration sold its 73.3 percent stake in Jura Energy to IDL Investments Limited, a British Virgin Islands-registered firm, on March 6, 2025. The transaction was not disclosed to the directorate before or after the deal. The DGPC said it learned about the transaction through a third-party letter on May 2, 2025.

The government requires prior approval for any change in company ownership or board membership to ensure that no individual from countries considered hostile to Pakistan, such as India or Israel, gains control. The DGPC said companies holding petroleum rights must disclose shareholding changes, new capital issues, and changes in corporate structure under Rule 68(d) of the 1986 rules and Rule 69(d) of the 2001 rules.

The notice said these obligations were not met.

The directorate has demanded full documentation from the involved companies within 30 days, including the shareholding structure of IDL, Phoenix, Jura Energy, PetExPro, Frontier Holdings, and Spud Energy, both before and after the transaction. It has also asked for information on new board appointments, voting rights, tax filings, transaction value, and whether capital gains or withholding taxes were paid in Pakistan.

DGPC has requested an explanation of how the 2025 deal differs from a similar 2012 case when it issued a no-objection certificate for Frontier Holdings’ change in control from Jura Energy to Eastern Petroleum Limited of Mauritius. The notice warned that failure to respond within the deadline may result in action, including the cancellation of petroleum rights.

The companies can also appear before the directorate for a personal hearing.

In response, Jura Energy said the sale of its shares by Phoenix to IDL was completed on March 6 and publicly disclosed as required by the Toronto Stock Exchange. The company said the sale of shares did not result in a change of control in the operating company since PetExPro remains the parent.

In a letter to the Ministry of Energy, Jura argued that under the 1986 rules, approval from the government of Pakistan is not required in this case. It said the transaction complies with all Pakistani regulatory requirements and does not violate any laws.

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