SGX asks Noble to get IFA's opinion on its restructuring plans

The Singapore Exchange (SGX) on Thursday said it requires commodity trader Noble Group to appoint an independent financial advisor (IFA) to opine on whether the group's proposed restructuring and the resultant allocation of shares to the shareholders, management and senior creditors are "fair and reasonable and not prejudicial to the interest of shareholders".

The IFA opinion is to be included in the shareholders circular related to the proposed restructuring to assure that the shareholders are fully informed in making their decision when they vote on it.

On Jan 29, 2018, Noble had announced that it had entered into a principle agreement with an ad hoc group of Noble's senior creditors for a restructuring of Noble's existing debts.

Under this proposed plan, the assets and core business would be transferred to a new company, referred to as Topco.

Existing shareholders will have a 10 per cent interest in Topco; the company's management will have a 10 per cent stake, with an additional 10 per cent to be purchased from senior creditors with the shares to vest, upon the meeting of certain performance targets; senior creditors will have a 70 per cent interest.

A few days later, Noble said the group of ad hoc senior creditors agreed that retaining the current management team is important to help Noble's turnaround over the medium to long term.

Given the "scale and complexity" of the proposed restructuring, SGX said: "While the exchange is cognisant that the company has been in regular discussion with the Securities Investors Association (Singapore), it is important that shareholders are given adequate information to make an informed decision when the proposed restructuring is put forth for their vote."

This will happen at an extraordinary general meeting to be convened, and requires at least 50 per cent approval to pass.