Translation for Reference
February 21, 2018
Company Name:
Representative:

Chiyoda Corporation
President & CEO
Masaji Santo(Stock code: 6366, the 1st Section of the Tokyo Stock Exchange)

Person to contact:

IR, PR & CSR Section
Tomoyuki Tsukamoto
Section Leader(Tel: +81-45-225-7734)

Annoucement of Transfer of Shares in a Consolidated Subsidiary
Chiyoda announces that, as of February 21, 2018, it came to an agreement with SUBSEA 7 International
Holdings (UK) Limited (hereinafter "Subsea 7") that Subsea 7 shall hold 60% of the share of Chiyoda's
consolidated subsidiary, Xodus Group Holding Limited (hereinafter "Xodus"). Due to this share participation ofSubsea 7, the status of Xodus shall be changed from a consolidated subsidiary to an equity method affiliatedcompany.
1. Reason of Share Transfer
Chiyoda and Subsea7 have been discussing collaboration in offshore upstream sector since last year. Havingassessed synergies from offshore construction expertise of Subsea 7, Chiyoda and Subsea 7 agreed that 60%of Xodus shares shall be held by Subsea 7 in order to expand Xodus’s consulting capability in offshore upstream
sector. Chiyoda will remain as 40% shareholder of Xodus.
Xodus Group will continue to develop and expand its presence in offshore and upstream market as anindependent energy consulting firm. Together with Subsea 7 - the leading offshore EPCI contractor and Chiyoda- the leading onshore EPC contractor, Xodus will provide wider ranged and more integrated services to clients inall over the world.
２．Outline of the subsidiary (Xodus Group Holdings Limited）

thousand GBP (million YEN)

（１）

Name

Xodus Group (Holdings) Limited（２）

Location

Xodus House, 50 huntly Street, Aberdeen, AB 10 1RS, UK（３）

Representative (Title)

Stephen Swindell (Managing Director)（４）

Busines（５）

Capital78,201（６）

Establishment

April 21, 2010

（７）

（８）

Shareholder andshareholding ratio

Study, Conceptual Definition, Pre-FEED and FEED in the oil and Gas
field(11,804) (exchange rate: 150.95 YEN/GBP)

Chiyoda Corporation 99.96%
CapitalAs stated in (7) above, Chiyoda Corporation owns

relationship99.96% stake in Xodus.

Relationships between

Personnel

Chiyoda and Xodus

relationship

Two directors and one staff are registered as board
members of Xodus. Four staff are seconded to thecompany.

Business

Chiyoda Corporation has business relationship such asrelationshipservice offering between Xodus.
1（９）Consolidated operating results and financial position the past three years
thousand GBP (Million Yen)
Year ended

Year ended

Year ended

December, 2014

December, 2015

December, 2016

△7,178 (△1,342)△24,538 (△4,386)

12,311(1,760)

36,327 (6,494)

32,101(4,590)

Consolidated revenue

82,647 (15,457)

54,663 (9,772)

34,762(4,970)

Consolidated operating income△9,568 (△1,789)△10,403 (△1,859)△8,756(1,252)

Fiscal Year
Consolidated net assets
Consolidated total assets

45,622△14,017 (△2,621)

Consolidated ordinary income
Consolidated net income
Exchange Rate :(8,532)△14,352 (△2,684)△16,283 (△2,911)△17,714 (△3,166)

Year ended December 2014 : 187.03 YEN/GBP
Year ended December 2015 : 178.78 YEN/GBP△14,039 (△2,007)△14,472 (△2,069)

Year ended December 2016 : 143.00 YEN/GBP
３．Outline of the Transferee:

thousand USD (million YEN)

（１）

Name

SUBSEA 7 INTERNATIONAL HOLDINGS (UK) LIMITED（２）

Location

40 Brighton Road, Sutton, Surrey, England, SM2 5BN（３）

Representative (Title)

Ricardo Rosa (Director)（４）

Business

Holding Company, with investments mainly in operational entities.

（５）

Capital521,518 (60,751)（６）

Establishment

September 3, 2014

（７）
（８）
（９）

Consolidated net
assetsConsolidated
total assets
Shareholder and ratio

3,985,412 (464,260)
8,572,320 (998,589)
Subsea7 S.A. 100％
Chiyoda has no capital relationship with the company toCapital

be stated. No associated person or company of Chiyoda

relationshiphas any capital relationship with any associated person orcompany of Xodus required to be specifically stated.
Chiyoda has no personnel relationship with the company

Personnelrelationship（10）

Relationship between

required to be stated. No associated person or company
of Chiyoda has any personnel relationship with any
associated person or company of the company required
to be specifically stated.

Chiyoda and Subsea7

Chiyoda has no business relationship with the company
Businessrelationshiprequired to be stated. No associated person or company
of Chiyoda has any business relationship with any
associated person or company of the company required
to be specifically stated.

Related Partyor not

Chiyoda and Subsea7 S.A., parent company of thecompany are under consideration about collaboration in
offshore and upstream business.

Exchange Rate : 116.49 JPY/USD

2

４．Number of shares to be transferred
Number of shares（１）

held before theacquisition（２）

Acquisition number
Number of shares（３）

held after theacquision

60,271,410 shares（Ownership ratio：100.00%）
36,153,886 shares
24,117,524 shares（Ownership ratio：40.00％）*Share transfer price is undisclosable due to secrecy obligation under the share transfer agreement. It is ourunderstanding that the transfer price is fair as it is decided through fair negotiations between both parties*As of February 21, 2018, Subsea 7 and Chiyoda are under share purchasing negotiation with private
shareholders who hold 0.04% of the share. Chiyoda’s share participation will become 40% upon completion of
the said purchasing agreement.

５．Time Schedule:（１）

Binding memorandum of understanding

February 21, 2018（２）

Execution of the definitive agreement

February 21, 2018（３）

Completion of Share Transfer

March 23, 2018 (expected)

６．Future OutlookThere is no significant effect to Chiyoda’s consolidated financial forecast for the fiscal year ending March 2018
due to the share transfer.
--End--3