Notice Concerning Share Sale and Transfer Involving a Change in a Consolidated Subsidiary
Japan Petroleum Exploration Co., Ltd. (JAPEX) announces that its Board of Directors has resolved to sell and transfer all the shares of JAPEX UK E&P LIMITED (JUK) (hereinafter the "Share Transfer"), JAPEX's overseas consolidated subsidiary, and plans to sign the share sale and purchase agreement, today.
Upon completion of the share transfer, JUK will be excluded from JAPEX's consolidated subsidiaries.
1.Change in a consolidated subsidiary
1) Reason and Purpose for the Share Transfer
The Seagull field (located in the central U.K. North Sea, around 230km east offshore Aberdeen, Northeast Scotland), in which JAPEX holds a 15% interest through JUK, has been producing crude oil and natural gas at a rate of approximately 30,000 barrels of oil equivalent per day since November 2023.
Compared to the final investment decision in 2019, the total Seagull investment amount has increased due to the revision of the development plan ,etc., due to the impact of COVID-19. JAPEX has been working diligently to improve the profitability of the Seagull field. However, the recent introduction of the Energy Profits Levy (EPL) and the increase in tax rates by the UK government in respect of oil and gas projects in the UK has led to a further increase in the sense of uncertainty about the business environment in the UK. As a result, JAPEX evaluated that it will be difficult to maintain and expand the profitability of the Seagull field, and JAPEX has decided to sell and transfer all of its JUK shares to Ithaca Energy (UK) Limited for approximately 223 million US dollars.
2) Outline of the subsidiary being changed
| (1) | Corporate Name | JAPEX UK E&P Limited (JUK) | ||
| (2) | Head Office | C/O Central Square, 29 Wellington Street, Leeds, United Kingdom, LS1 4DL | ||
| (3) | Representative | Director KAWADA Koji | ||
| (4) | Business Activities | Exploration, development, and production of petroleum resources in the U.K. North Sea | ||
| (5) | Share Capital |
31,662,000 British pounds (6,015,780,000 yen) (1 British pound = 190 yen) |
||
| (6) | Date of Establishment | March 19, 2014 | ||
| (7) | Shareholder | Japan Petroleum Exploration Co., Ltd. 100% | ||
| (8) | Relationship between the listed company and the company concerned | Capital Relationships | JAPEX owns 100% of the shares of JUK. | |
| Personal Relationships | JAPEX has dispatched three directors to JUK. | |||
| Business Relationships | There are transactions related to the dispatch of officers and employees from JAPEX to JUK. | |||
| Related Party Status | Not applicable. | |||
| (9) | JUK's operating results and financial position for the past three years | |||
Fiscal year |
For the year endedDec 2021 |
For the year endedDec 2022 |
For the year endedDec 2023 |
|
Net assets |
114,545,000 British pounds(21,763,550,000 yen) |
149,918,000 British pounds(28,484,420,000 yen) |
180,933,000 British pounds(34,377,270,000 yen) |
|
Total assets |
125,875,000 British pounds(23,763,550,000 yen) |
161,621,000 British pounds(30,707,990,000 yen) |
200,805,000 British pounds(38,152,950,000 yen) |
|
Net assets per share |
1,121pounds(213,030 yen) |
1,066pounds(202,503 yen) |
1,119pounds(212,649 yen) |
|
Sales |
－pounds(－yen) |
－pounds(－yen) |
14,445,000 British pounds(2,744,550,000 yen) |
|
Operating income |
△985,000 British pounds(△137,150,000 yen) |
△1,082,000 British pounds(△205,580,000 yen) |
2,350,000 British pounds(446,500,000 yen) |
|
Ordinary income |
△985,000 British pounds(△137,150,000 yen) |
△1,082,000 British pounds(△205,580,000 yen) |
2,350,000 British pounds(446,500,000 yen) |
|
Net income attributable toowners of parent |
4,885,000 British pounds(928,150,000 yen) |
△3,127,000 British pounds(△594,130,000 yen) |
10,015,000 British pounds(1,902,850,000 yen) |
|
Net income per share |
48pounds(9,085 yen) |
△22pounds(△4,224 yen) |
62pounds(11,771 yen) |
|
Dividend per share |
－ |
－ |
－ |
|
3) Outline of the counterparty to the Share Transfer
(1) |
Corporate Name |
Ithaca Energy (UK) Limited |
|||
(2) |
Head Office |
13 Queen's Road, Aberdeen, AB15 4YL, United Kingdom |
|||
(3) |
Representative |
Luciano Vasques |
|||
(4) |
Business Activities |
Exploration, development, and production in the U.K. North Sea |
|||
(5) |
Share Capital |
1 share of 1 British pound (190 yen) |
|||
(6) |
Date of Establishment |
August 16, 2004 |
|||
(7) |
Net Asset |
△677042,000 USD |
|||
(8) |
Total Asset |
6,040,525,000 USD |
|||
(9) |
Shareholder |
Ithaca Energy (E&P) Limited 100% |
|||
(10) |
Relationship between the listed company and the company concerned |
Capital Relationships |
Not applicable. |
||
Personal Relationships |
Not applicable. |
||||
Business Relationships |
Not applicable. |
||||
Related Party Status |
Not applicable. |
||||
4) Number of shares to be transferred, transfer price, and status of shares held before and after the share transfer
(1) |
Number of shares held before the change |
31,662,000(Number of voting rights: 1)(Percentage of voting rights held: 100%) |
||||
(2) |
Number of shares transferred |
31,662,000(Number of voting rights: 1) |
||||
(3) |
Transaction price |
Approx. 223 million US dollars（Enterprise value 193 million US dollars,
|
||||
(4) |
Number of shares held after the change |
0(Number of voting rights: 0)(Percentage of voting rights held: 0%) |
||||
5) Schedule
(1) |
Date of resolution by the Board of Directors | March 25, 2025 | ||||
(2) |
Date of contract |
March 25, 2025 | ||||
(3) |
Date of the Share Transfer | June 30, 2025 (forecast) | ||||
2. Outlook
The Share Transfer is forecast to be completed on June 30, 2025, and the gain or loss on the transfer will be recognized in the first quarter of the consolidated fiscal year ending March 2026, so there will be no impact on the consolidated earnings forecast for the fiscal year ending March 2025. The impact on the consolidated earnings forecast for the fiscal year ending March 2026 due to the Share Transfer is currently being examined.
Please note that the information in the news is as of the announcement date and may be subject to change without notice.
Contact: +81-3-6268-7110 (Media Relations) / +81-3-6268-7111 (Investor Relations) / +81-3-6268-7000 (Other in general)
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