SGX Regco calls on Noble's creditors to reconsider proposal

The bourse regulator is the latest body to ask Noble Group and its senior creditors to reconsider its restructuring scheme to allow shareholders to freely vote on it.

Singapore Exchange Regulation (SGX Regco) said last night that it "urges senior creditors to reconsider the proposal to ensure parity in the treatment of all shareholders".

Noble has struck a restructuring support agreement with creditors holding 55 per cent of its senior debt. It requires approval by a majority of existing senior creditors representing 75 per cent in value of its debt.

Noble would move its assets into a new firm, with existing shareholders receiving a 10 per cent stake in the restructured entity.

Shareholder approval is required. But if shareholders as a whole vote against this proposal, the group will take the route of an alternative restructuring. This will see it apply for an administrative order in Britain to sell its assets into the new firm.

In this scenario, shareholders who had voted in favour of primary restructuring are entitled to receive shares in the new firm as they would have if the proposal was passed. But investors who voted against it will not get new shares.

SGX Regco disagreed with this clause. It stated that how a shareholder votes on the primary restructuring should not have any bearing on whether he or she would be entitled to shares in the new firm under the alternative restructuring.

It said it "will not hesitate to register its concerns about the alternative restructuring - in its current form - with the administrator to be appointed should Noble Group be placed in administration".

SGX Regco also reminded Noble's shareholders to consider the opinion of the independent financial adviser and the terms of the alternatives when deciding on the primary restructuring.

The strong statement by SGX Regco was lauded by the Securities Investors Association (Singapore) president David Gerald, who said:"It will not be fair for the shareholders who vote against not to receive any shares in the new company."

Noble said on March 26 that its restructuring is equitable to shareholders on the basis that senior creditors are the firm's economic owners in a liquidation scenario.

Goldilocks Investment Company, its third-largest investor, hit back, saying alternatives to restructuring contemplated under the agreement are not limited to liquidation.

It said the alternative restructuring is an "artificial process" in which the primary goal is to "wipe out those shareholders who oppose the plan".

Noble shares closed unchanged at 6.7 cents yesterday, before the release of SGX Regco statement.

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A version of this article appeared in the print edition of The Straits Times on April 06, 2018, with the headline SGX Regco calls on Noble's creditors to reconsider proposal. Subscribe