Noble to let shareholders vote freely on restructuring proposal

But commodity trader warns it may launch bankruptcy process if plan is rejected

Noble Group will drop a provision from its restructuring proposal that has drawn criticism for attempting to treat shareholders differently, based on how they vote.

The company's chairman said this in an open letter late on Wednesday.

On April 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 agreement, 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.

But shareholders will first have to approve the move.

If they reject it, Noble will instead apply for an administrative order in Britain to sell its assets into a new company. In this scenario, Noble said shareholders would receive nothing.

In the earlier proposal, the company said that even if more than half the shareholders vote against the restructuring, those who voted for it would receive the same economic interest in the new Noble as if the resolution had been carried.

On April 5, the Singapore Exchange Regulation (SGX RegCo) objected to this clause, saying a shareholder's entitlement to shares in the new Noble should not be determined by how he votes.

In a regulatory filing late on Wednesday night, Noble chairman Paul Brough said the company noted 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 added.

But he said shareholders should note that if they reject restructuring, it is likely that the company will enter into a formal insolvency or bankruptcy process.

In this 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 provided the background to the signing of the RSA.

He also explained why holders of perpetual securities are treated differently from creditors and shareholders, and why shareholders should support the plan.

Yesterday morning, Goldilocks Investment Company - Noble's third-largest shareholder, which has publicly opposed the restructuring - said it had lodged a rejection letter with Noble.

It relates to candidates Noble had put forward for re-election as directors at the annual general meeting scheduled for April 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 candidates for directors, Goldilocks proposed its own nominees instead.

Goldilocks further criticised Mr Brough's letter and said a "full critique of Mr Brough's assumptions and inaccuracies" would follow.

A version of this article appeared in the print edition of The Straits Times on April 20, 2018, with the headline 'Noble to let shareholders vote freely on restructuring proposal'. Print Edition | Subscribe