SINGAPORE - Noble Group said, as its restructuring took effect on Thursday (Dec 20), that a total US$800 million (S$1.1 billion) in trade and hedging facilities have been made available to New Noble - the restructured entity whose planned listing on the Singapore bourse was derailed by an ongoing probe into improper accounting.
New Noble has acquired substantially all of the assets of Noble Group, and the shares in New Noble are now held 70 per cent by its senior creditor special purpose vehicle (SPV), 20 per cent by Noble Group shareholders, and 10 per cent by the management SPV.
With this, the board of Noble Group also announced the resignation of Wayne Porritt and Tim Isaacs, who joined the board as independent non-executive directors in March and April respectively this year to help guide the company through the restructuring.
"The (Noble Group) board expresses its gratitude for the experience and expertise which Mr Porritt and Mr Isaacs have brought to the company through the course of the year to enable the restructuring to reach a successful conclusion," it said.
It added that with the recent investigation and the decision of the Singapore Exchange (SGX) not to list the shares of New Noble, it has been necessary to reconsider the most appropriate composition of the board of directors of New Noble.
"This process will take some further time to complete. Meanwhile, Paul Brough, has agreed to become the first chairman of New Noble until a suitable successor has been identified. The board of directors of New Noble will also include new directors appointed by Goldilocks and the creditors, management representatives and certain independent non-executive directors from the (Noble Group) Board to provide continuity.
"The company also wishes to advise that on 11 December 2018, it sent a detailed response to Acra (Accounting and Corporate Regulatory Authority) providing clarifications, explanations and answers in respect of the questions raised by Acra in its letter of 20 November 2018.
"The company and New Noble will continue to cooperate fully with Acra in relation to the joint investigation. Following detailed advice from its accounting advisors, the company continues to hold the strong view that all of its financial statements have been prepared in accordance with all relevant accounting standards."
Noble Group also updated that the New Asset Co Bonds, the New Trading Co Bonds, the New Trading Hold Co Bonds and the Senior Creditor SPV Shares have been issued to scheme creditors; all scheme claims of scheme creditors have been released according to the terms of the schemes; and the New Trading Finance Facility, the New Hedging Support Facility and the Increase Trade Finance Facility, totalling US$800 million in aggregate, have been made available to New Noble.
Noble Group and New Noble also updated that the conditions to the Perpetual Capital Securities Exchange Offer has been satisfied and that the settlement date will be Dec 21, 2018, when all existing perpetual capital securities will be exchanged for new ones issued by New Noble.
In connection with this, the existing perpetual capital securities will be delisted from the SGX. Noble Group has also arranged for the mark down of the principal amount outstanding of its existing notes, which have been cancelled as at Dec 20, 2018, and will also be delisted.
Noble Group now no longer has any material assets and the officer appointed by the Bermuda court on Dec 14, 2018 will continue in office pending further resolution by the Senior Creditor SPV - as the company's sole remaining senior creditor - and further action of the Bermuda court.
New Noble said it will provide shareholders of the company with an update regarding the settlement options in relation to their shares in New Noble as soon as possible.
"New Noble desires this to be as efficient as possible for all its stakeholders," it said.