Major shareholder sues to block Noble AGM

Noble Group's shares closed 0.5 cent, or 5.1 per cent, down at 9.3 cents on April 25.
Noble Group's shares closed 0.5 cent, or 5.1 per cent, down at 9.3 cents on April 25.PHOTO: REUTERS

Goldilocks also seeks to stop firm from furthering restructuring bid

Goldilocks Investment Company has launched lawsuits to stop Noble Group from holding its annual general meeting next Monday and from taking any action to further its restructuring support agreement.

But the ad hoc creditor group's financial adviser warned yesterday that any delay in the timeline for Noble's restructuring will cause the company "irreparable damage".

Goldilocks, Noble's third-largest shareholder, said in a statement yesterday: "The conduct of Noble, its board and the supporting creditors has left Goldilocks with no other alternatives but to pursue legal action, in order to protect and preserve the rights of all shareholders."

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

The second suit asks to restrain Noble from taking any further action to establish connections in Britain in its effort to move its centre of interest there.

It also demands that the commodity trader stop moving ahead on the restructuring support agreement.

These are "regrettable but are necessary as a direct result of coercive actions taken by Noble", said Goldilocks.

The two lawsuits add to the one Goldilocks launched late last month against the company and several executives, accusing them of inflating profits to raise money and justify extravagant remuneration packages.

They also come as Noble Group chairman Paul Brough urged shareholders yesterday to support the board and its restructuring plan, arguing that Goldilocks had not offered a credible alternative.

Goldilocks had earlier nominated five individuals for election as independent non-executive directors of the company.

Noble rejected the move on Monday, saying Goldilocks was not a member of the company - defined as being a duly registered holder of its shares - as it holds its shares through a depository agent.

"The company's rejection of that notice was in no way an act of bad faith. The board was obliged to reject the notice under Bermuda law," said Mr Brough in a letter to shareholders.

"The board cannot exercise discretion where no such discretion is allowed."

Mr Brough also noted that the board is the "right board to deliver the restructuring".

"The inference that I have been working to further the interests of the ad hoc group (of the company's senior creditors) is baseless... I hold no interest in the company and will not participate in the management incentive plan for New Noble."

The financial adviser to the ad hoc group of creditors, Houlihan Lokey senior managing director Joseph Swanson, also weighed in on the matter yesterday.

He said the creditors' goal has been to protect Noble's business for the benefit of all stakeholders.

"However, given increasing pressure, any delay in the timetable will cause the company irreparable damage," he added in a statement e-mailed by Noble's external spokesman.

"The proposed restructuring is the only transaction on the table, so creditors are focused on getting it done. No one benefits from an insolvency."

The Singapore Exchange Regulation entered the fray on Tuesday night, saying it wants to facilitate an "open dialogue" between Noble, senior creditors and Goldilocks to resolve the issues.

Noble shares closed 0.5 cent, or 5.1 per cent, down at 9.3 cents yesterday.

A version of this article appeared in the print edition of The Straits Times on April 26, 2018, with the headline 'Major shareholder sues to block Noble AGM'. Print Edition | Subscribe