Approval and Risk of Failure to Satisfy Contractual Conditions for the Transfer of an Australian LNG Subsidiary
First written in FY2023-Q3. 2 of 6 entries say "Restated". Latest entry: FY2024.
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- FY2024MitigatedAnnual report
「All shares of TGAU1 were transferred to MidOcean Energy Holdings Pty Ltd (hereinafter, “MidOcean”).」
The transfer of the Australian LNG subsidiaries was completed on 28 March 2024, ending the execution-stage risks that the transaction timing was undetermined and that required approvals had not been obtained. However, the possibility remains that the gain or loss on the transfer may vary depending on the contractual conditions. - FY2024-Q3ReframedAnnual report
「The contractual consideration for the original transfer remains US$2.15 billion following this transfer. However, depending on the status of approvals from the Australian government and other relevant parties and on other contractual conditions, neither the original transfer nor this transfer may be completed, and the realized transfer proceeds may differ from the contractual consideration.」
The transfer of the Australian LNG subsidiaries has changed to a two-stage transaction structure that includes the retransfer of interests related to Ichthys to INPEX. The US$2.15 billion contractual consideration remains unchanged, but the risks that the transfer may not be completed or that the transfer proceeds may differ because of government or other relevant-party approvals and contractual conditions remain. - FY2024-Q2RestatedAnnual report
「The contractual consideration for this transfer is US$2.15 billion. However, depending on the status of approvals from the Australian government and other relevant parties and on other contractual conditions, the sale may not be completed for some or all of the projects, and the realized sale proceeds may differ from the contractual consideration. In addition, net income attributable to the Company generated by the assets subject to this transfer up to completion of the transfer, including the current consolidated fiscal year, will be deducted from the gain or loss on sale. The cumulative net income generated by the assets subject to the transfer as of the end of the second quarter of the current consolidated fiscal year was approximately US$500 million.」
The transfer of 5 Australian LNG subsidiaries and 4 projects remains incomplete. The Company has disclosed the US$2.15 billion contractual consideration, approximately US$500 million in cumulative profit from the assets subject to the transfer, and the possibility that some or all of the transfer may not be completed because of approval requirements and contractual conditions. - FY2024-Q1RestatedAnnual report
「The contractual consideration for this transfer is US$2.15 billion. However, depending on the status of approvals from the Australian government and other relevant parties and on other contractual conditions, the sale may not be completed for some or all of the projects, and the realized sale proceeds may differ from the contractual consideration. In addition, net income attributable to the Company generated by the assets subject to this transfer up to completion of the transfer, including the current consolidated fiscal year, will be deducted from the gain or loss on sale. The cumulative net income generated by the assets subject to the transfer as of the end of the first quarter of the current consolidated fiscal year was approximately US$400 million.」
The transfer of 5 Australian LNG subsidiaries and 4 projects remains incomplete. The Company has disclosed the US$2.15 billion contractual consideration, approximately US$400 million in cumulative profit from the assets subject to the transfer, and the possibility that some or all of the transfer may not be completed because of approval requirements and contractual conditions. - FY2023WorsenedAnnual report
「The planned closing date for the share transfer was initially March 2023, but it has been postponed because discussions with the relevant parties are continuing, and the timing is now undetermined.」
The transfer of the Australian LNG subsidiaries has been postponed, leaving the completion date undetermined. The risks that the transaction may not be completed pending discussions and approvals by the relevant parties, or because contractual conditions are not met, have become more specific. - FY2023-Q3First statedAnnual report
「This share transfer requires prior approval from the Australian government, as well as satisfaction of multiple contractual conditions with each project partner. If these conditions are not met, among other circumstances, the transfer to MidOcean may not be completed for some or all of the projects.」
The transfer of 5 Australian LNG companies and 4 projects requires Australian government approval and satisfaction of contractual conditions. The possibility that some or all of the transfers may not be completed is identified as a new transaction-specific risk.