Noble hits back at Goldilocks' 'without merit' lawsuits; Elman says Goldilocks doesn't represent shareholders

NOBLE Group has returned fire at Goldilocks Investment Company, blasting lawsuits its major shareholder has filed against it as "without merit" and an "intentional attempt to obfuscate, delay, derail and/or prevent" the company from implementing what is says is a do-or-die restructuring plan.

Its founder and largest shareholder Richard Elman also said that Goldilocks does not speak on behalf of other substantial shareholders that he has been in discussions with.

In an exchange filing on Thursday morning, Noble said it will vigorously defend each of the claims, and at the appropriate time, seek costs orders from the court against Goldilocks on an indemnity basis.

In an increasingly bitter legal battle, Noble said Goldilocks' legal claims appear "to be designed to prevent the financial restructuring of the company", which it said will "destroy value for all shareholders and other stakeholders of the group".

It added that "each claim is devoid of merit, materially deficient as to matters of applicable law, are factually inaccurate and are intended to cause the greatest amount of harm to the company's restructuring process in the shortest period of time as (Goldilocks) does not agree with the views of over 83 per cent of the company's creditors and its largest shareholder, who have signed the RSA (restructuring support agreement) and support the restructuring."

The embattled commodities trader was reacting to two lawsuits which Goldilocks, Noble's third-largest shareholder, filed on Wednesday to stop Noble from holding its annual general meeting next Monday and from taking any action to further its restructuring plan.

In the first lawsuit, Goldilocks is seeking remedies including a declaration that it is entitled to propose directors for election to Noble's board, and also to exercise its shareholder rights.

In the second lawsuit, it is asking for Noble to be restrained from taking any further actions to establish connections in the United Kingdom in its effort to move its centre of interest to the country, as well as to make progress on the restructuring support agreement.

At the time, Goldilocks said these were regrettable but necessary actions "as a direct result of coercive actions taken by Noble".

Noble said that while Goldilocks had made certain proposals to the company's board in 2017, each of these had significant pre-conditions, were conditional on a large number of variables beyond both parties' control and also required Noble to incur "substantial further financial indebtedness" at a point in time when Noble's board could not authorise further debt without being in breach of their fiduciary duties.

The company said that since the date of the RSA, it has not received from Goldilocks "a revised, credible proposal which is capable of implementation".

It added it was open to receiving any restructuring or refinancing proposals in the interests of all stakeholders, calling the alternative "stark" - a full insolvency process which will result in no return for Noble's shareholders.

In a separate filing on Thurs evening, Noble also said that Mr Elman, who has a stake of about 18 per cent, has informed the company that Goldilocks does not speak on behalf of him nor other substantial shareholders he is in touch with.

The identity of these other shareholders were not revealed in the statement.

"Mr Elman continues to support the proposed restructuring," the statement said. "He has not seen any detailed proposals from Goldilocks, or any other party, that can be considered even remotely credible in ensuring a financial return to shareholders."

Noble's shares ended 0.8 cent, or 8.6 per cent, lower at 8.5 Singapore cents.

Additional reporting by Andrea Soh