June 14, 2022
Others
Notice regarding acquisition of shares of Seibu Oil Co., Ltd. (making it a subsidiary) and related matters
Idemitsu Kosan Co.,Ltd. (hereinafter referred to as the Company) announced at the board of directors meeting held on June 14, 2022 that it will acquire the shares of Seibu Oil Co., Ltd. (hereinafter referred to as Seibu Oil) and make it a subsidiary in March 2024. We would like to inform you that we have decided to terminate the product purchase contract (product sales contract) with Seibu Oil Refinery will be suspended by March 2020. Masu.
1. Overview of the matter
We have set our management vision for 2030 as "Your Reliable Partner for a Brighter Future" and are working on technological innovation and business structure transformation to realize carbon neutrality society while fulfilling our social mission of providing a stable energy supply.
Domestic demand for petroleum products is expected to decline further due to structural factors such as an aging and declining population, as well as the impact of the new coronavirus and the global trend toward decarbonization. As a result of comprehensive consideration of the business environment, we have concluded that it is essential to review our manufacturing/supply system and that the best course of action is to make Seibu Oil a subsidiary, terminate the product offtake agreement, and suspend the refining function of Refinery in Yamaguchi, Japan.
Until the cessation of the refining function, we will continue to make efforts to ensure the safe operation of Seibu Oil and contribute to the stable supply of energy in the region. In addition, for the time being, after the cessation of refining functions, the company will continue its oil terminal functions, stockpiling business, and solar panel power generation business, and will also consider developing new businesses utilizing the site of Refinery in Yamaguchi, and will cooperate with Seibu Oil in the operation of these businesses and in the implementation of measures for the cessation of refining functions of Refinery in Yamaguchi. As for the employees of Seibu Oil, we expect them to work for the company and within our group Refineries/Complexes, etc.
2. Overview of the subsidiary to be transferred (Seibu Oil Co., Ltd.)
| (1) Name | Seibu Oil Co., Ltd. | |
|---|---|---|
| (2) Location | 7, Kanda Mitoyocho, Chiyoda-ku, Tokyo | |
| (3) Title and name of representative | Representative Director and President Satoshi Iida | |
| (4) Business details | Manufacturing and sales of petroleum products, etc. | |
| (5) Capital | 8 billion yen | |
| (6) Date of establishment | June 25, 1962 | |
| (7) Major shareholders and shareholding ratio (As of March 31, 2022) |
Idemitsu Kosan Co., Ltd. (38.00%) UBE Co., Ltd. (11.00%) Chugoku Electric Power Co., Ltd. (10.79%) Mitsui O.S.K. Lines, Ltd. (5.00%) Mizuho Bank, Ltd. (5.00%) |
|
| (8) Relationship between the listed company and the company concerned | Capital ties | I own 38% of the company's shares. |
| personal relationships | One executive officer of the Company also serves as a director of the company. | |
| business relationship | Our company takes over the petroleum products produced by the company. | |
| (9) Consolidated business results and consolidated financial position of the company for the past three years | |||
|---|---|---|---|
| Fiscal year end | March 2019 | March 2020 | March 2021 |
| Consolidated net assets (million yen) | 32,691 | 32,280 | 28,820 |
| Consolidated total assets (million yen) | 167,016 | 157,973 | 171,126 |
| Consolidated net assets per share (yen) | 10,439 | 9,873 | 10,695 |
| Consolidated sales (million yen) | 498,350 | 464,447 | 273,465 |
| Consolidated operating income (million yen) | 4,765 | 1,288 | △3,168 |
| Consolidated ordinary income (million yen) | 4,950 | 1,471 | △4,421 |
| Attributes to parent company shareholders Net income (million yen) |
3,518 | 1,072 | △2,971 |
| Consolidated net income per share (yen) | 220 | 67 | △186 |
| Dividend per share (yen) | 70 | 60 | 30 |
3. Overview of Seibu Oil Yamaguchi Refinery
- location
- 5 Nishioki, Sanyo Onoda City, Yamaguchi Prefecture
- Refining capacity
- Atmospheric pressure distillation equipment 120,000BD
- Assets held
- Crude oil refining equipment, crude oil/product tanks, various shipping equipment
- Employee
- 435 people (as of April 1, 2022)
4. Overview of product collection agreement
- Products
- Petroleum (volatile oil, kerosene, jet, light oil, A heavy oil, C heavy oil, LPG), chemicals (xylene, benzene, etc.)
- Collection quantity
- Approximately 5 million KL/year
5. Overview of the partner for stock acquisition
| (1) Name | UBE Co., Ltd. | |
|---|---|---|
| (2) Location | 96, 1978 Kogushi, Ube City, Yamaguchi Prefecture | |
| (3) Title and name of representative | Representative Director and President Masato Izuhara | |
| (4) Business details | Manufacturing and sales of chemicals, construction materials, mechanical products, etc. | |
| (5) Capital | 58,435 million yen | |
| (6) Date of establishment | March 10, 1942 | |
| (7) Net assets | 394,035 million yen | |
| (8) Total assets | 837,954 million yen | |
| (9) Major shareholders and shareholding ratio (As of September 30, 2021) |
Master Trust Bank of Japan, Ltd. (trust account) (16.53%) Japan Custody Bank, Ltd. (trust account) (5.66%) Sumitomo Life Insurance Company (2.05%) Japan Custody Bank, Ltd. (Trust account 7) (1.64%) Nippon Life Insurance Company (1.64%) |
|
| (10) Relationship between the listed company and the company concerned | Capital ties | There are no special notes. |
| personal relationships | There are no special notes. | |
| business relationship | There are no special notes. | |
| Applicability to related parties | Not applicable. | |
| (1) Name | Chugoku Electric Power Co., Ltd. | |
|---|---|---|
| (2) Location | 4-33 Komachi, Naka-ku, Hiroshima City, Hiroshima Prefecture | |
| (3) Title and name of representative | Representative Director, President and Executive Officer Nozomi Shimizu | |
| (4) Business details | Electric power business, etc. | |
| (5) Capital | 197,024 million yen | |
| (6) Date of establishment | May 1, 1951 | |
| (7) Net assets | 608,445 million yen | |
| (8) Total assets | 3,566,947 million yen | |
| (9) Major shareholders and shareholding ratio (As of September 30, 2021) |
Japan Master Trust Bank, Ltd. (trust account) (12.07%) Yamaguchi Prefecture (9.43%) Nippon Life Insurance Company (4.11%) Japan Custody Bank, Ltd. (trust account) (4.04%) China Electric Power Stock Investment Corporation (1.95%) |
|
| (10) Relationship between the listed company and the company concerned | Capital ties | There are no special notes. |
| personal relationships | There are no special notes. | |
| business relationship | There are no special notes. | |
| Applicability to related parties | Not applicable. | |
| (1) Name | Mitsui O.S.K. Lines Co., Ltd. | |
|---|---|---|
| (2) Location | 2-1-1 Toranomon, Minato-ku, Tokyo | |
| (3) Title and name of representative | Tsuyoshi Hashimoto, Representative Director, President and Executive Officer | |
| (4) Business details | Shipping industry, etc. | |
| (5) Capital | 65,400 million yen | |
| (6) Date of establishment | December 28, 1942 | |
| (7) Net assets | 1,334,866 million yen | |
| (8) Total assets | 2,686,701 million yen | |
| (9) Major shareholders and shareholding ratio (As of September 30, 2021) |
Japan Master Trust Bank, Ltd. (trust account) (14.93%) Japan Custody Bank, Ltd. (trust account) (7.74%) Sumitomo Mitsui Banking Corporation (2.50%) Mitsui Sumitomo Insurance Co., Ltd. (2.35%) MSIP CLIENT SECURITIES (1.61%) |
|
| (10) Relationship between the listed company and the company concerned | Capital ties | There are no special notes. |
| personal relationships | There are no special notes. | |
| business relationship | There are no special notes. | |
| Applicability to related parties | Not applicable. | |
| (1) Name | Tokio Marine & Nichido Fire Insurance Co., Ltd. | |
|---|---|---|
| (2) Location | 2-6-4 Otemachi, Chiyoda-ku, Tokyo | |
| (3) Title and name of representative | President Shinichi Hirose | |
| (4) Business details | Non-life insurance business, etc. | |
| (5) Capital | 101,995 million yen | |
| (6) Date of establishment | March 20, 1944 | |
| (7) Net assets | 2,936,346 million yen | |
| (8) Total assets | 9,562,449 million yen | |
| (9) Major shareholders and shareholding ratio (As of September 30, 2021) |
Tokio Marine Holdings (100%) | |
| (10) Relationship between the listed company and the company concerned | Capital ties | There are no special notes. |
| personal relationships | There are no special notes. | |
| business relationship | There are no special notes. | |
| Applicability to related parties | Not applicable. | |
| (1) Name | Kajima Construction Co., Ltd. | |
|---|---|---|
| (2) Location | 1-3-1 Motoakasaka, Minato-ku, Tokyo | |
| (3) Title and name of representative | Representative Director and President Hiromasa Amano | |
| (4) Business details | Construction industry, etc. | |
| (5) Capital | 81,447 million yen | |
| (6) Date of establishment | February 22, 1930 | |
| (7) Net assets | 953,566 million yen | |
| (8) Total assets | 2,337,741 million yen | |
| (9) Major shareholders and shareholding ratio (As of September 30, 2021) |
Japan Master Trust Bank, Ltd. (trust account) (14.45%) Japan Custody Bank, Ltd. (trust account) (5.53%) Kimiko Kashima (3.17%) Japan Custody Bank, Ltd. (Trust account 7) (1.82%) Kajima Employee Stock Ownership Association (1.81%) |
|
| (10) Relationship between the listed company and the company concerned | Capital ties | There are no special notes. |
| personal relationships | There are no special notes. | |
| business relationship | There are no special notes. | |
| Applicability to related parties | Not applicable. | |
6. Number of acquired shares, acquisition price, and status of owned shares before and after acquisition
| (1) Number of shares owned before change | 6,080,000 shares (Number of voting rights: 6,080,000) (Voting rights ownership ratio: 38%) |
|---|---|
| (2) Number of shares acquired | 4,625,561 shares (Number of voting rights: 4,625,561) |
| (3) Acquisition price | The acquisition price will not be disclosed for confidentiality reasons. |
| (4) Number of shares held after transfer | 10,705,561 shares (Number of voting rights: 10,705,561) (Voting rights ownership ratio: 66.9%) |
7. Schedule
| (1) Board of Directors resolution date | June 14, 2022 |
|---|---|
| (2) Date of conclusion of the stock transfer agreement | June 14, 2022 |
| (3) Stock transfer execution date | June 14, 2022 (planned) |
| (4) Termination of product collection contract | March 31, 2024 (planned) |
| (5) Refining function stoppage | End of March 2024 (estimated) |
8. Future outlook
The Company will hold discussions with shareholders other than the parties mentioned in 5. above and aim to make Seibu Oil a wholly owned subsidiary. At this time, we anticipate that the impact of this matter on our business performance will be minor, but if any matters that require disclosure arise in the future, we will promptly announce them.
9. Our group's Refineries/Complexes structure
| Consolidated sales (One million yen) |
Consolidated operating profit (One million yen) |
Consolidated ordinary income (One million yen) |
Net income attributable to owners of parent company (One million yen) |
|
|---|---|---|---|---|
| Previous consolidated results (Fiscal year ending March 2022) |
6,686,761 | 434,453 | 459,275 | 279,498 |
| Consolidated earnings forecast for the current fiscal year (Fiscal year ending March 2023) |
8,600,000 | 190,000 | 210,000 | 165,000 |
Regarding news release
contact information
Idemitsu Kosan Co.,Ltd. Public Relations Department Public Relations Division