Noble Group has rejected an attempt by major shareholder Goldilocks to nominate five non-executive directors at the annual general meeting on April 30.
Noble said yesterday that it knocked back the move because Goldilocks, an Abu Dhabi-based investment fund, is not a member of the company because it holds its shares through a depository agent.
Last week, Goldilocks lodged a notice proposing five nominees for election as non-executive directors. It also asked the company to circulate a statement to shareholders about the proposed nominations. The notice and the request were lodged at Noble's registered address in Bermuda.
But Noble said in a bourse filing yesterday that the Goldilocks notice and request were not in accordance with the company's by-laws or Bermuda law. It argued that since Goldilocks holds its shares through depository agents, it is actually the Central Depository (CDP) that is listed as a member of the company, not Goldilocks.
"As Goldilocks is not a registered holder, the board has been advised that as a matter of Bermuda law Goldilocks is not a member," Noble said.
Goldilocks responded yesterday, saying that Noble has "threatened its standing as a shareholder" of the group, and that Noble's reasoning damages the standing of all shareholders.
Singapore's Securities and Futures Act directs that shareholders holding stock through a nominee account should be deemed to be members of the company, Goldilocks said.
Given that many of Noble's shareholders use nominee accounts, Noble's position "effectively means that only the CDP and the 39 individuals listed on Noble's member register will be entitled to assert and enforce rights as members", Goldilocks argued.
"This is oppressive and coercive."
Later yesterday, Goldilocks also released a statement urging Noble to provide full details of when it had sought to engage an independent financial adviser and to explain why it had failed to announce its engagement of the proposed candidate for this role.
This came in response to an open letter on April 18 by Noble chairman Paul Brough stating that the board had, independently from the Singapore Exchange, already sought an independent financial adviser to assess whether the restructuring plan is fair and reasonable to shareholders.
He also said the report will be included in the circular to shareholders setting out the proposal.
In the statement rebutting 13 points made by Mr Brough, Goldilocks also said that there was no basis to incentivise management if the restructuring support agreement is implemented, as new Noble would only be left with contracts with counterparties in emerging markets such as Indonesia.
"Leaving aside the material risk of an adverse impact to these contracts... there is no prospect that existing management will be able to extract value from (them)," it said.
It also asked Noble to provide full disclosure of all assets in new Noble and how these assets can support debts of up to US$2.355 billion (S$3.11 billion).