出光興産(5019) – (Corrections of Numerical Data) Announcement on the Acquisition of Shares in Seibu Oil Company Limited

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開示日時:2022/06/15 12:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 373,069,000 20,132,300 20,132,000 845.17
2019.03 442,514,400 17,932,000 18,034,200 401.63
2020.03 604,585,000 -386,000 448,800 -76.31
2021.03 455,662,000 14,006,300 12,785,900 117.47

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
3,175.0 3,000.42 2,816.995 4.45 7.19

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 7,751,800 13,676,000
2019.03 6,981,100 15,101,500
2020.03 -16,290,400 -3,271,200
2021.03 3,763,900 17,046,600

※金額の単位は[万円]

▼テキスト箇所の抽出

Press Release June 15, 2022 Company Name: Idemitsu Kosan Co., Ltd. Representative Director & Chief Executive Officer: Shunichi Kito (Company Code: 5019, TSE Prime Market) Contact person: Munehiro Sekine, General Manager, Investor Relations Office, Finance & Accounting Department (TEL: +81-3-3213-9307) (Corrections of Numerical Data)[ Announcement on the Acquisition of Shares in Seibu Oil Company Limited ] Idemitsu Kosan Co., Ltd. (“Idemitsu” or the “Company”) hereby announces that there has been correction made to the above-mentioned disclosure material released on June 14,2022, at 3:00 p.m. (JST), and the corrected numerical data has been additionally sent. Note that no corrections have been made to the disclosure material. Details of correction number is underlined in the disclosure. There is an error in the number of employees of section 3.Overview of Seibu Oil Yamaguchi Refinery. The corrected Error 453 Corrected 435 Press Release June 15, 2022 Company Name: Idemitsu Kosan Co., Ltd. Representative Director & Chief Executive Officer: Shunichi Kito (Company Code: 5019, TSE Prime Market) Contact person: Munehiro Sekine, General Manager, Investor Relations Office, Finance & Accounting Department (TEL: +81-3-3213-9307) Announcement on the Acquisition of Shares in Seibu Oil Company Limited Idemitsu Kosan Co., Ltd. (“Idemitsu” or the “Company”) hereby announces that its board passed a resolution on June 14, 2022, to acquire shares in Seibu Oil Company Limited (“Seibu Oil”) to make it a subsidiary, to terminate its product purchase agreement (product sales agreement) with Seibu Oil effective March 31, 2024, on the assumption that the termination of refinery operations at Seibu Oil’s Yamaguchi Refinery in March 2024. 1. Overview and purpose for the acquisition, etc Pursuant to Idemitsu’s corporate vision for 2030, “Your Reliable Partner for Brighter Future,” the Company is engaging in technological innovation and business restructuring aimed at achieving a carbon neutral society while simultaneously fulfilling its social mission of providing stable energy supply. Domestic petroleum product demand is expected to decrease further due to structural issues such as the aging and decreasing population, the impact of the COVID-19 pandemic, and global trends towards decarbonization. In light of this evolving operating environment, the Company determined that a revamping of the Idemitsu group’s manufacturing and supply framework is inevitable and that making Seibu Oil a subsidiary of the Company, terminating the product purchase agreement, and terminating refinery operations at Yamaguchi Refinery is the best course of action for Idemitsu. Until the termination of refinery operations, the Company will continue to contribute to stabilizing regional energy supply and to ensure that Seibu Oil operates safely. New business development using the former site of the Yamaguchi Refinery will be considered after termination of refinery operations, while also continuing the oil tank, storage, and solar power generation businesses. The Company will cooperate with Seibu Oil in such operations and in measures towards the termination of refinery operations at Yamaguchi Refinery. Employment contracts with Seibu Oil employees will remain in place, and the Company expect that they are provided with opportunities to work actively in various capacities within the Company or Idemitsu group refinery and complex. (1) (2) (3) (4) (5) (6) 2022) 2. Outline of subsidiary to be transferred (Seibu Oil Company Limited) Company name Seibu Oil Company Limited Location 7 Kandamitoshiro-cho, Chiyoda-ku, Tokyo Representative Representative director and president: Satoshi Handa Business description Manufacturing, sales, etc. of petroleum products Paid-in capital Established JPY 8 billion June 25, 1962 (7) Major shareholders and UBE Corporation (11.00%) shareholding ratio (as of March 31, The Chugoku Electric Power Co., Ltd. (10.79%) Idemitsu Kosan Co., Ltd. (38.00%) Mitsui O.S.K. Lines (5.00%) Mizuho Bank, Ltd. (5.00%) Capital The Company owns 38% of the target’s shares Relationship between the 1 executive director of the Company is also a director of the (8) listed company and the Personnel target target The Company purchases petroleum products produced by Business the target (9) Consolidated operating results and financial position of the target over the last 3 years Fiscal year ended March 2019 March 2020 March 2021 Consolidated net assets (JPY millions) Consolidated total assets (JPY millions) Consolidated net assets per share (JPY) Consolidated net sales (JPY millions) Consolidated operating income Consolidated ordinary income (JPY millions) (JPY millions) Net income attributable to owners of the parent (JPY millions) Consolidated net income per share (JPY) Dividends per share (JPY) 32,691 32,280 28,820 167,016 157,973 171,126 10,439 9,873 10,695 498,350 464,447 273,465 4,765 4,950 220 70 1,288 1,471 67 60 (3,168) (4,421) (186) 30 3,518 1,072 (2,971) (1) (2) (3) (4) (5) (6) (7) (8) (1) (2) (3) (4) (5) (6) (7) 3. Overview of Seibu Oil Yamaguchi Refinery Location: 5 Nishioki, Sanyoonoda-shi, Yamaguchi Pref. Refinery capacity: Crude distillation unit : 120,000 BD Assets owned: crude oil refinery equipment, crude oil/product tanks, various shipping equipment Employees: 435 (as of April 1, 2022) Covered products: fuel oils (gasoline, kerosine, jet fuel, diesel oil, A type heavy oil, C type heavy oil, LPG), chemical 4. Overview of the product purchase agreement products (xylene, benzene, etc.) Purchase volume: about 5 million KL/year 5. Overview of Counterparties for Stock Acquisitions Company name UBE Corporation Business description machinery Paid-in capital 58,435 million yen Established Net assets Total assets March 10, 1942 394,035 million yen 837,954 million yen Location 1978-96 Kogushi, Ube-shi, Yamaguchi Pref. Representative President & Representative Director: Masato Izumihara Manufacturing, sales, etc. of chemical products, construction materials, and (9) Major shareholders and shareholding ratio (as of September 30, 2021) The Master Trust Bank of Japan, Ltd. (trust account) (16.53%) Custody Bank of Japan, Ltd. (trust account) (5.66%) Sumitomo Life Insurance Company (2.05%) Custody Bank of Japan, Ltd. (trust account 7) (1.64%) Nippon Life Insurance Company (1.64%) Relationship between the Personnel (10) listed company and the Business Capital None None None target Related party status Not applicable Company name The Chugoku Electric Power Co., Ltd. Location 4-33 Komachi, Naka-ku, Hiroshima-shi, Hiroshima Pref. Representative President and Director: Mareshige Shimizu Business description Power business, etc. Paid-in capital 197,024 million yen Established Net assets May 1, 1951 608,445 million yen (8) Total assets 3,566,947 million yen The Master Trust Bank of Japan, Ltd. (trust account) (12.07%) (9) Major shareholders and Yamaguchi Prefecture (9.43%) shareholding ratio (as of September Nippon Life Insurance Company (4.11%) 30, 2021) Custody Bank of Japan, Ltd. (trust account) (4.04%) Chugoku Electric Power employee stock ownership association (1.95%) Relationship between the Personnel (10) listed company and the Business Capital None None None target Related party status Not applicable Company name Mitsui O.S.K. Lines Location 2-1-1 Toranomon, Minato-mu, Tokyo Representative President and CEO: Takeshi Hashimoto Business description Shipping, etc. Paid-in capital 65,400 million yen Established Net assets Total assets December 28, 1942 1,334,866 million yen 2,686,701 million yen The Master Trust Bank of Japan, Ltd. (trust account) (14.93%) (9) Major shareholders and Custody Bank of Japan, Ltd. (trust account) (7.74%) shareholding ratio (as of September Sumitomo Mitsu Banking Corporation (2.50%) 30, 2021) Mitsui Sumitomo Insurance Co., Ltd. (2.35%) Relationship between the Personnel (10) listed company and the Business MSIP CLIENT SECURITIES (1.61%) Capital None None None target Related party status Not applicable Company name Tokio Marine & Nichido Fire Insurance Co, Ltd. Location 2-6-4 Otemachi, Chiyoda-ku, Tokyo Representative President & Chief Executive Officer: Shinichi Hirose Business description Property and casualty insurance, etc. Paid-in capital 101,995 million yen Established Net assets March 20, 1944 2,936,346 million yen (1) (2) (3) (4) (5) (6) (7) (8) (1) (2) (3) (4) (5) (6) (7) Total assets 9,562,449 million yen Major shareholders and shareholding ratio Tokio Marine Holdings (100%) Relationship between the Personnel (10) listed company and the Business Capital None None None target Related party status Not applicable Company name Kajima Corporation Location 1-3-1 Motoakasaka, Minato-ku, Tokyo Representative President & Representative Director: Hiromasa Amano Business description Construction, etc. Paid-in capital 81,447 million yen Established Net assets Total assets February 22, 1930 953,566 million yen 2,337,741 million yen The Master Trust Bank of Japan, Ltd. (trust account) (14.45%) (9) Major shareholders and Custody Bank of Japan, Ltd. (trust account) (5.53%) shareholding ratio (as of September Kimiko Kajima (3.17%) 30, 2021) Custody Bank of Japan, Ltd. (trust account 7) (1.82%) Kajima employee stock ownership association (1.81%) Relationship between the Personnel (10) listed company and the Business Capital None None None target Related party status Not applicable 6. Number of shares acquired, acquisition price, and shares held before and after the transaction Shares held before transfer 6,080,000 shares (number of voting rights: 6,080,000) (share of voting rights held: 38%) Number of shares 4,625,561 shares acquired (number of voting rights: 4,625,561) (3) Acquisition price Undisclosed (to protect confidentiality) Shares held after transfer 10,705,561 shares (number of voting rights: 10,705,561) (share of voting rights held: 66.9%) (8) (9) (1) (2) (3) (4) (5) (6) (7) (8) (1) (2) (4) (1) Board resolution date June 14, 2022 7. Schedule (2) (3) (4) Stock transfer agreement signing date Stock transfer execution date Termination of product purchase agreement (5) Termination of refinery operations 8. Future outlook June 14, 2022 Planned for June 14, 2022 Planned for March 31, 2024 End of March 2024 (approximate timing) The Company will aim to make Seibu Oil a wholly-owned subsidiary by negotiating with shareholder other than the counterparties listed under “5.” above. The impact of this transaction on the Company’s performance is expected to be currently insignificant. Any future events worthy of disclosure will be announced in a timely manner. 9. The Idemitsu Group’s refineries and offices (Reference) Consolidated forecasts for the current fiscal year (announced on May 10, 2022) and consolidated results for the previous fiscal year Previous Fiscal Year Consolidated Performance (FY 3/2022) Current Fiscal Year Consolidated Forecasts (FY 3/2023) Consolidated net sales (JPY millions) Consolidated Consolidated attributable to operating income ordinary income owners of the (JPY millions) (JPY millions) parent (JPY Net income millions) 6,686,761 434,453 459,275 279,498 8,600,000 190,000 210,000 165,000

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