Jadestone launches arbitration against Inpex subsidiary
By Josh White
Date: Friday 03 Jul 2020
(Sharecast News) - Asia-Pacific focussed oil and gas production company Jadestone Energy has started arbitration proceedings against Teikoku Oil Con Son - a wholly-owned subsidiary of Inpex Corporation - over Jadestone's acquisition of an interest in Block 05-1 PSC, offshore Vietnam, it announced on Friday.
The AIM-traded firm explained that on 9 August 2016 it, as buyer, signed a definitive sale and purchase agreement with the seller Teikoku, for the acquisition of a 30% working interest in Block 05-1 PSC, for total cash of $14.3m (£11.48m), subject to normal closing adjustments.
On 22 February 2018, Inpex delivered to Jadestone a purported notice of termination of the sale and purchase agreement, despite Teikoku having received, on 9 February 2018, the waiver by Petrovietnam of their statutory pre-emption rights, held under Vietnamese law, and direction from Petrovietnam to complete and submit the documents for the transfer of interest to Jadestone.
"As noted in our press release on 26 February 2018, the company has not accepted Inpex's alleged termination, and views the obligations of both parties under the sale and purchase agreement as continuing," the board said in its statement.
Jadestone said itself and Inpex engaged in negotiations over an extended period in 2018 and 2019, which it pursued in a bid to secure its interest in Block 05-1 PSC.
The company said it had assessed its options, including legal advice as the agreement is subject to English law, and determined that it was in the best interest of shareholders to challenge Teikoku's purported termination of the agreement, and to seek specific performance by Teikoku to fulfil its obligations.
To that end, the company said it had filed a notice of arbitration with the Singapore International Arbitration Centre, under the terms of the sale and purchase agreement.
"We intend to complete our planned acquisition of a 30% interest in Block 05-1 from Inpex," said president and chief executive officer Paul Blakeley.
"Prior to the purported termination, the parties had worked together and made very substantial progress toward closing the deal, a process which included Inpex requesting that the deal not be terminated even after the long stop date had passed, and with the objective of obtaining Petrovietnam's waiver of their pre-emptive rights, which was then achieved in early February 2018.
"While commencing arbitration is never an easy decision, we have exhausted all avenues to come to an amicable conclusion, and now feel Inpex's continued unwillingness to complete the sale and purchase agreement constitutes a material breach of their obligations, to the detriment of potential value for Jadestone shareholders."
At 1213 BST, shares in Jadestone Energy were down 3.22% at 64.84p.
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