JAPEX - Japan Petroleum Exploration Co. Ltd.

06/17/2024 | Press release | Distributed by Public on 06/17/2024 00:04

Conclusion of the share purchase agreement to acquire Longboat JAPEX Norge AS as a wholly owned company of JAPEX, which promotes exploration, development and production[...]

2024.6.17

Japan Petroleum Exploration Co., Ltd. (JAPEX) announces that it has concluded the share purchase agreement to acquire all shares (50.1%) of Longboat JAPEX Norge AS (hereinafter "LJN") held by Longboat Energy plc (hereinafter "LBE"), a UK company, and make LJN a subsidiary of JAPEX.

1. Reasons of acquisition of shares

Following change in the management of LBE in May 2024, there has been a reconsideration of the Norwegian business policy, and as a result of discussions with LBE regarding the future management policy for LJN, JAPEX has decided to expand its Norwegian business by making LJN a subsidiary. JAPEX will pay US$2.5 million as consideration for the acquisition of LBE's shares in LJN. There will be no changes to LJN's employees or business structure as a result of this acquisition.

JAPEX places the acquisition of new oil and gas interests as one of the priority items in the "JAPEX Management Plan 2022-2030" formulated in March 2022, and has positioned the North Sea as one of its main target areas. Based on this policy, in July 2023, JAPEX acquired shares in LJN to lay the foundation for its business expansion in Norway. LJN is currently engaged in exploration and development in multiple license interests in the Norwegian North Sea. In addition, the acquisition of interests in production assets was completed in January 2024, and crude oil and natural gas production from the assets has begun.

2. Outline of the subsidiary subject to change

(1) Corporate Name

Longboat JAPEX Norge AS (Norway corporate)

(2) Head Office

Strandkaien 36, 4005 Stavanger, Norway

(3) Representative

Managing Director Hilde Salthe

(4) Business Activities

Exploration, development and production of petroleum resources offshore Norway

(5) Share Capital

100 million yen

(6,786,432NOK, 1NOK=15yen)

(6) Date of Establishment

December 5, 2019

(7) Shareholder

Longboat Energy plc

50.1%

Japan Petroleum Exploration Co., Ltd.

49.9%

(8) Relationship between the listed company and the company concerned

Capital Relationships

JAPEX owns 49.9% of the shares of LJN.

Personal Relationships

JAPEX has dispatched three directors to LJN.

Related Party Status

There are transactions related to the dispatch of officer and employees from JAPEX to LJN.

(9) LJN's consolidated operating results and consolidated financial position for the past three years

(1NOK is equivalent to15yen)

Fiscal year

For the year ended

Dec 2021

For the year ended

Dec 2022

For the year ended

Dec 2023

Consolidated net assets

4,764 million yen

2,396 million yen

2,872 million yen

Consolidated total assets

9,474 million yen

15,165 million yen

10,421 million yen

Consolidated net assets per share

1,401.18 yen

704.60 yen

423.19 yen

Consolidated sales

16million yen

20million yen

122million yen

Consolidated operating income

△376million yen

△582million yen

△795million yen

Consolidated ordinary income

△1,768million yen

△8,399million yen

△6,744million yen

Net income attributable to

owners of parent

△531million yen

△2,368million yen

△2,123million yen

Consolidated net income per share

△156.15 yen

△696.60 yen

△425.70 yen

Dividend per share

3. Outline of the counterparty to the share acquisition

(1) Corporate Name

Longboat Energy plc

(2) Head Office

5th Floor One New Change, London, United Kingdom

(3) Representative

Executive Director and Chief Executive Officer Nick Ingrassia

(4) Business Activities

Exploration and development of petroleum resources in Norway and Malaysia

(5) Share Capital

5,710,812 GBP

(6) Date of Establishment

May 28, 2019

(7) Net Asset

16,938,730 GBP

(8) Total Asset

18,072,655 GBP

(9) Shareholder

Progressive Capital Partners           14.2%

River Global Investors               8.5% etc.

(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 acquired, acquisition price, and status of shares held before and after acquisition

(1) Number of shares held before acquisition

3,386,431

(Number of voting rights: 3,386,431)

(Percentage of voting rights held: 49.9%)

(2) Number of shares acquired

3,400,001

(Number of voting rights: 3,400,001)

(3) Acquisition price

USD 2.5 million

(4) Number of shares held after acquisition

6,786,432

(Number of voting rights: 6,786,432)

(Percentage of voting rights held: 100%)

5. Schedule

(1) Date of resolution by the Executive Committee

June 14, 2024

(2) Date of contract

June 14, 2024

(3) Date of share transfer

Second quarter of Fiscal Year ending March 2025 (scheduled)

6. Outlook

The acquisition of shares in LJN is expected to be completed in the second quarter of this fiscal year, subject to the completion of transfer of the debt guarantees provided by LBE to JAPEX and approval by the Norwegian authorities etc. The impact on our consolidated financial results for the fiscal year ending March 31, 2025, is minimal.

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)