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Noble axes accept-or-no-shares part of restructuring plan; director candidates face Goldilocks hurdle
NOBLE Group will drop a provision from its restructuring proposal that has drawn criticism for attempting to treat shareholders differently depending on how they vote, the company's chairman said in an open letter late Wednesday.
On Apr 12, the troubled commodities firm announced that it had gained the support of 75 per cent of senior creditors - the required threshold - for a restructuring support agreement (RSA). Under the RSA, Noble will move its assets into a new company, with existing shareholders receiving a 10 per cent stake in the restructured entity. This was later revised to 15 per cent.
Shareholders will have to approve the move. If they reject it, Noble will pursue an alternative restructuring, applying for an administrative order in the United Kingdom to sell its assets into a new company - in which case, shareholders would receive nothing.
The company had earlier proposed that, if more than half the shareholders vote against the restructuring, those shareholders who had voted for the restructuring would receive the same economic interest in the new Noble as if the resolution had been carried.
On Apr 5, SGX RegCo (Singapore Exchange Regulation) objected to this clause, saying that how a shareholder votes on the restructuring should not have a bearing on whether they are entitled to shares in the new Noble.
In a regulatory filing on late on Wednesday night, Noble chairman Paul Brough said that the company notes SGX's views.
"The company will amend the RSA so as not to pursue the Alternative Restructuring Provision in the RSA as to enable shareholder freedom of choice in voting on the restructuring," he said.
But he said that shareholders should note that if the restructuring is rejected, it is likely that the company will enter into a formal insolvency or bankruptcy process, in which case the future of the company - including the allocation of shares in the new Noble - will be in the hands of the appointee.
"For the avoidance of doubt, if more than half of the shareholders vote in favour of the restructuring, all shareholders, irrespective of their vote at the Special General Meeting, will receive the same treatment and will participate in the restructuring," he added.
In the letter, Mr Brough also clarified the background to the RSA's signing, explained why holders of perpetual securities are treated differently from creditors and shareholders, and argued for why shareholders should support the plan.
On Thursday morning, Goldilocks Investment Company - Noble's third-largest shareholder, which has publicly opposed the restructuring - said that it had lodged a rejection letter with Noble regarding its director candidates put forward for re-election at the annual general meeting scheduled for Apr 30.
The Abu Dhabi-based investment fund characterised the restructuring plan as "highly prejudicial and coercive". Urging shareholders to oppose the restructuring plan and vote against Noble's director candidates, Goldilocks proposed its own director nominees instead.
Goldilocks further criticised Mr Brough's letter and said that a "full critique of Mr Brough's assumptions and inaccuracies" would follow.