Noble Group going ahead with special general meeting to seek approval on sale of vessel

NOBLE Group Limited said on Sunday that it is still going ahead with a special general meeting on Monday to approve the sale of a vessel, as part of its restructuring.

Based on the High Court's ruling on Friday, the court did not agree to restrain the group from holding any future special general meetings, it explained.

The beleaguered commodities trader was referring to the High Court's ruling on the lawsuit filed by dissident shareholder Goldilocks Investment Co Ltd (GICL) to block the group's annual general meeting (AGM) of shareholders originally scheduled on Monday.

Noble had planned to hold the special general meeting after the AGM. It is now looking to proceed with the special general meeting as planned for the purpose of approving the disposal of a vessel.

In an update released in a Singapore Exchange filing, the beleaguered commodities trader said that the court also determined that Goldilocks was not a member of the company under Bermuda law as it holds its shares through a depository agent, and thus required Goldilocks to start the process to register as a depositor by May 3.

But until this lawsuit is settled, Noble cannot hold its AGM scheduled for Monday or any other date. The group said however that had it been able to proceed with this AGM to vote on its proposed restructuring plan, all resolutions would have been approved by shareholders, based on the proxies it received, including the proxy form submitted by Goldilocks.

Noble Group said it will continue to seek the necessary support for its proposed restructuring plan set out in the restructuring support agreement (RSA) on March 14, along with its creditors, of which over 83 per cent have entered into the RSA in support of the proposed restructuring.

It expects to shortly submit a draft shareholder circular to the Singapore Exchange (SGX) pertaining to the restructuring special general meeting and "looks forward to being in a position to publishing the notice of meeting and final shareholder circular in the near future".

Noble also revealed that the group, Goldilocks and the ad hoc group of creditors met the SGX last Friday to explore the way forward. "In line with the request of the SGX, and notwithstanding current litigation with GICL, the company will endeavour to reach a consensual agreement with GICL and the company's creditors which will benefit all stakeholders," it said.

But Noble's announcement on Sunday again drew flak from Goldilocks, which claimed that this is "not at all an accurate description of the Singapore Court Orders".

Among other things, Goldilocks also took issue with Noble's reference to last Friday's meeting with SGX and creditors, calling upon Noble to respect the confidentiality and refrain from any public announcement on this.