Komori
M&A and Subsidiary Changes2768Sojitz CorporationTrading & Wholesale

Notice Regarding a Change in a Specified Subsidiary

Sojitz Corporation has decided to sell all shares of SEDL, which operates an oil and gas development business in the United Kingdom, to NEO Energy. Although SEDL will temporarily become a specified subsidiary following the planned capital increase, Sojitz Corporation will hold no shares after the sale and SEDL will cease to be a specified subsidiary.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Deterioration
Direction inferred from the company’s description.
Scale
2.5
USD million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This sale
CounterpartyNEO NEXT+ ENERGY UPSTREAM UK LIMITED
Disclosing companySojitz Corporation
Sojitz Energy Development LimitedSubject of this transactionNumber of shares acquired 83,452 shares (100% voting rights ownership)Voting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Oil and gas development business in the United Kingdom

Location London, United KingdomShare capital Before this capital increase: GBP 6.043 million (approximately JPY 1.29 billion); after this capital increase: GBP 83.452 million (approximately JPY 17.81 billion)Date of incorporation 2 February 2017
Net SalesRevenue of USD 3.3 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet loss attributable to owners of the parent of USD 8.4 million (fiscal year ending March 2026)
Net assetsNegative net assets of USD 68.6 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceThe basic transfer price is USD 2.5 million, with the final transfer price to be determined after price adjustments.
Type of ConsiderationCash
Impact on Business Performance

The impact of this matter on the Company’s results is immaterial.

Procedures and assumptions
Valuation methodologyPrice adjustment based on a closing accounts mechanism, reflecting the target company's cash and cash equivalents and working capital at closing
This transaction
ItemDetails
Transaction nameThis sale
Counterparty nameNEO NEXT+ ENERGY UPSTREAM UK LIMITED
Name of the Subject CompanySojitz Energy Development Limited
Business Description of the Subject CompanyOil and gas development business in the United Kingdom
Location of the Subject CompanyLondon, United Kingdom
Capital Stock of the Subject CompanyBefore this capital increase: GBP 6.043 million (approximately JPY 1.29 billion); after this capital increase: GBP 83.452 million (approximately JPY 17.81 billion)
Date of Establishment of the Subject Company2 February 2017
Net Sales of the Subject CompanyRevenue of USD 3.3 million (fiscal year ending March 2026)
Net Income of the Subject CompanyNet loss attributable to owners of the parent of USD 8.4 million (fiscal year ending March 2026)
Net Assets of the Subject CompanyNegative net assets of USD 68.6 million (fiscal year ending March 2026)
Acquisition priceThe basic transfer price is USD 2.5 million, with the final transfer price to be determined after price adjustments.
Type of ConsiderationCash
Number of shares acquired83,452 shares (100% voting rights ownership)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company’s results is immaterial.
Date of board resolution24 June 2026
Execution Date / Effective DateJune 2026 (予定)
Valuation methodologyPrice adjustment based on a closing accounts mechanism, reflecting the target company's cash and cash equivalents and working capital at closing
Items this document does not state (14)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To sell all shares of SEDL as part of structural reforms.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in a Specified Subsidiary | Sojitz Corporation (2768) timely disclosure | Komori