Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing that INPEX CORPORATION (the “Company”) has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release is not an offer of securities for sale in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Company or any selling security holder that will contain detailed information about the Company and its management, as well as financial statements of the Company. The securities referred to above will not be publicly offered or sold in the United States.
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This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company
assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the
translation.
July 8, 2010 Toshiaki Kitamura President and Representative Director INPEX CORPORATION 5-3-1 Akasaka, Minato-ku, Tokyo
Notice Concerning Issuance of New Shares and Secondary Offering of Shares
INPEX CORPORATION (hereinafter “INPEX”) hereby announces that its Board of Directors resolved today to issue new shares and conduct a secondary offering of its shares, as set forth below.
In order to fulfill our social responsibility of contributing to the community and making it more livable and prosperous through realization of a stable and efficient supply of energy, which we have stated as our corporate mission, as well as enhancing our corporate value through the ongoing maintenance and enlargement of our reserves and production in the mid-to-long term, we have drawn up our basic strategies to pursue and challenges we have to address in mid-to-long term as “Mid-to-Long Term Business Challenges”, and are presently pursuing these strategies.
As part of the “Mid-to-Long Term Business Challenges”, our mid-to-long-term goal is to achieve net production in the range of 800 thousand to 1 million barrels-of-oil-equivalent per day from both existing and new projects by the fiscal year ending March 31, 2020, so as to establish a firm position as a global independent upstream company with global competitiveness.
In order to achieve this goal, we have identified the sustainable expansion of our upstream business, the establishment of a gas supply chain and proactive expansion of the gas business, and the evolvement into a company that offers diversified forms of energy as our basic strategies.
As of March 31, 2010, we are involved in a total of 74 upstream projects located in 26 countries around the world, and engaged in supplying energy on a global scale. For the sustainable expansion of our upstream business, it is crucial to make continuous exploration and development investment in order to increase reserves.
Currently, our key priorities are the Ichthys LNG Project in Australia and the Abadi LNG Project in Indonesia, two large-scale LNG (liquefied natural gas) projects where we are acting as operator, and the Kashagan Project in Kazakhstan, which is among the largest discoveries in the history of oil exploration. We have identified these projects as our three major projects for their contribution to our corporate value, and are focusing our efforts into them.
Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing that INPEX CORPORATION (the “Company”) has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release is not an offer of securities for sale in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Company or any selling security holder that will contain detailed information about the Company and its management, as well as financial statements of the Company. The securities referred to above will not be publicly offered or sold in the United States.
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As a result of further development and commencement of full-scale production of our three major projects, we aim to significantly increase our current levels of proved reserves (approximately 1.47 billion barrels-of-oil-equivalent as of March 31, 2010) and net production (approximately 400 thousand barrels-of-oil-equivalent per day for the fiscal year ended March 31, 2010) by the fiscal year ending March 31, 2020. Especially for the Ichthys LNG Project, after commencement of commercial production which is scheduled for the fourth quarter of 2016, approximately 8.4 million metric tons per annum of LNG production, approximately 100 thousand barrels of condensate production per day at its peak, and approximately 1.6 million metric tons per annum of LPG production are expected from this project.
During the period from April 1, 2010 to March 31, 2017, we currently expect aggregate expenditure and investments for new and existing projects of approximately ¥4 trillion, the majority of which will be used for the three major projects.
We intend to use the proceeds from the issuance of new shares in particular to fund the development expenditures of the Ichthys LNG Project, which is expected to account for approximately half of the aggregate expenditures and investments as mentioned above. Specifically, we intend to use the proceeds as investment and funding mainly for INPEX Browse, Ltd., which promotes the Ichthys LNG Project, as well as in connection with our major projects.
The Ichthys LNG Project is expected to require full-scale investment after the final investment decision (FID), scheduled for the fourth quarter of 2011. In addition to the proceeds from the issuance of new shares, we are considering funding our expected development expenditures for the three major projects, including the Ichthys LNG Project, with cash on hand, bank loans and other methods (including project financing at our project companies, debt financing from the Japan Bank for International Cooperation, and syndicate loans from commercial banks combined with guarantees by the Japan Oil, Gas and Metals National Corporation).
We believe that by establishing a stable financial condition in advance through conducting this issuance of new shares, negotiations will proceed smoothly not only with financial institutions acting as debt financing providers, but also with project partners, customers, contractors and other parties, thereby allowing us to promote our future projects at more favorable conditions.
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Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing that INPEX CORPORATION (the “Company”) has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release is not an offer of securities for sale in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Company or any selling security holder that will contain detailed information about the Company and its management, as well as financial statements of the Company. The securities referred to above will not be publicly offered or sold in the United States.
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1. Issuance and Offering of New Shares
(1) Type and Number of
Shares to be Offered
A total of 1,216,000 shares of INPEX’s common stock, as shown in (i)
through (iii) below.
(i) A portion of these shares of INPEX’s common stock to be purchased
and underwritten by the Japanese Underwriters in a public offering
conducted in Japan, as mentioned in (4)(i) below.
(ii) The other portion of these shares of INPEX’s common stock to be
purchased and underwritten by the International Managers in an
offering conducted overseas, as mentioned in (4)(ii) below.
(iii) Up to an additional 84,000 shares of INPEX’s common stock pursuant
to an option to purchase granted by INPEX to the International
Managers, as mentioned in (4)(ii) below.
(2) Determination
of
Issue Price
The amount to be paid to INPEX (the “Issue Price”) will be determined on a
day in the period from July 26, 2010 (Mon.) to July 28, 2010 (Wed.) (the
“Pricing Date”) pursuant to the method stated in Article 25 of the
Regulations Concerning Underwriting of Securities, etc. established by the
Japan Securities Dealers Association.
(3) Amount by Which
Stated Capital and
Capital Reserve Are
to Be Increased
The amount by which stated capital is to be increased will be half of the
maximum amount by which stated capital could be increased, as calculated
in accordance with the provisions of Article 14, paragraph 1 of the Rules of
Account Settlement of Companies, with any fraction less than one yen
resulting from such calculation being rounded up to the nearest yen. The
amount by which capital reserve is to be increased will be the amount
obtained by subtracting the amount by which stated capital is to be
increased from the maximum amount by which stated capital could be
increased.
(4) Offering Method
Shares will be offered simultaneously in the domestic and overseas markets
(i) Japanese
Offering
The Japanese offering (the “Japanese Offering”) will be a public
offering and the joint lead managers, together with several Japanese
underwriters (together, the “Japanese Underwriters”), will purchase
and underwrite all of the shares for the Japanese Offering.
(ii) International
Offering
The international offering (the “International Offering”) will be an
offering overseas (provided, however, that sales of shares in the
United States will be limited to qualified institutional buyers in
accordance with Rule 144A of the United States Securities Act of
Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing that INPEX CORPORATION (the “Company”) has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release is not an offer of securities for sale in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Company or any selling security holder that will contain detailed information about the Company and its management, as well as financial statements of the Company. The securities referred to above will not be publicly offered or sold in the United States.
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1933), and the joint lead managers, together with several other
international managers (together, the “International Managers”), will
severally and not jointly purchase and underwrite all of the shares for
the International Offering. In addition, pursuant to (1)(iii) above,
INPEX has granted the International Managers an option to purchase
up to an additional 84,000 shares of INPEX’s common stock.
As to the number of shares to be offered, the offerings in (i) and (ii) above
contemplate a total of 1,216,000 shares in the Japanese Offering and the
International Offering (and 84,000 additional shares as described in (1)(iii)
above) with the final breakdown to be determined, taking market demand
and other factors into consideration, on the Pricing Date.
In addition, the offer price (the “Offer Price”) for the offerings in (i) and (ii)
above will be determined on the Pricing Date based on the provisional
range calculated by multiplying the closing price of the shares of INPEX’s
common stock on the First Section of the Tokyo Stock Exchange on the
Pricing Date (or, if no closing price is quoted, the closing price of the
immediately preceding date) by 0.90-1.00 (any amount less than one yen
will be truncated) and then taking market demand and other factors into
account, in accordance with the method stated in Article 25 of the
Regulations Concerning Underwriting of Securities, etc. established by the
Japan Securities Dealers Association.
(5) Underwriters’
Compensation
INPEX will not pay an underwriting fee. Instead, the underwriters will
receive the difference between the Offer Price and the Issue Price to be paid
to INPEX.
(6) Subscription
Period
(Domestic)
The subscription period will be from the business day immediately
following the Pricing Date until two business days immediately following
the Pricing Date.
(7) Payment Date
The payment date will be on a day in the period between August 2, 2010
(Mon.) and August 4, 2010 (Wed.), provided, however, that such day shall
be the fifth business day immediately following the Pricing Date.
(8) Offered Share Unit
1 share
(9) All necessary decisions in connection with the issuance and offering of new shares, including the
Issue Price, the amount by which stated capital and capital reserve are to be increased, and the Offer
Price, will be made by Katsujiro Kida, Director and Executive Vice President of INPEX.
(10) The Japanese Offering is conditional upon the effectiveness of the registration made through a
securities registration statement thereof pursuant to the Financial Instruments and Exchange Act.
Note: This press release does not constitute an offer of any securities for sale. This press release has been prepared for the sole purpose of publicly announcing that INPEX CORPORATION (the “Company”) has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release is not an offer of securities for sale in the United States. The securities referred to above have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Company or any selling security holder that will contain detailed information about the Company and its management, as well as financial statements of the Company. The securities referred to above will not be publicly offered or sold in the United States.
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(11) In the event where either the Japanese Offering or the International Offering is cancelled, the Issuance
and Offering of New Shares will also be cancelled.
2. Secondary Offering of INPEX’s Shares (By Way of Over-Allotment) (Please refer to “Reference 1.
Secondary Offering of INPEX’s Shares (By Way of Over-Allotment)” below.)
(1) Type and Number of
Shares to be Offered
84,000 shares of INPEX’s common stock
The above figure represents an upper limit. Based on market demand
during the Japanese Offering, the number of shares to be offered by way
of over-allotment may be reduced or the secondary offering by way of
over-allotment may not occur at all. The number of shares to be offered in
the secondary offering will be determined on the Pricing Date taking into
consideration market demand and other factors.
(2) Selling Price
To be determined. (The selling price will be determined on the Pricing
Date. In addition, the selling price will be the same as the Offer Price for
the new shares.)
(3) Selling Method
One of the Japanese Underwriters will sell a maximum of 84,000 shares of
INPEX’s common stock borrowed from INPEX’s shareholder in Japan,
taking into consideration market demand and other factors.
(4) Subscription Period
The same as for the Japanese Offering.
(5) Delivery Date
The business day immediately following the payment date for the
Japanese Offering.
(6) Offered Share Unit
1 share
(7) All necessary decisions in connection with the secondary offering by way of over-allotment,
including the selling price, will be made by Katsujiro Kida, Director and Executive Vice President
of INPEX.
(8) The secondary offering by way of over-allotment is conditional upon the effectiveness of the
registration made through a securities registration statement thereof pursuant to the Financial
Instruments and Exchange Act.
(9) In the event where the Japanese Offering is cancelled, the secondary offering by way of
over-allotment will also be cancelled.
3. Issuance of New Shares by Way of Third-Party Allotment (Please refer to “Reference 1. Secondary Offering of INPEX’s Shares (By Way of Over-Allotment)” below.)
(1) Type and Number of
Shares to Be Offered
84,000 shares of INPEX’s common stock
(2) Determination
of
Issue Price
To be determined on the Pricing Date. In addition, the issue price will be
the same as the Issue Price.
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