Troubled Noble and its major shareholder Goldilocks swap another set of barbs

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The fixed battle between troubled commodity trader Noble and one of its major shareholders took a sharp turn on Friday, spilling into another war of words on Sunday.

Major Noble shareholder Goldilocks said in a press release on Friday that it “welcomes” the decision by Singapore’s High Court to grant an injunction to delay the Noble annual general meeting. Shareholders had been expected to vote on whether to approve the company’s restructuring proposal, which Noble has billed as the last chance of survival.

Goldilocks, which holds an around 8 percent stake in Noble, had sought legal action after Noble had invalidated its proposed slate of alternative directors to be voted on at the AGM.

Noble requested a trading halt mid-session on Friday afternoon, without additional comment until Sunday afternoon, when it confirmed that the AGM, originally set for April 30, had been postponed until the court case had been disposed of. Noble noted that the court had ruled that Goldilocks would need register as a depositor of its shares by May 3; Noble had claimed Goldilocks’ shares weren’t properly registered to meet Bermuda law.

Additionally, Noble’s statement said it thanked the shareholders who submitted proxy forms ahead of the AGM, adding that those proxies, including Goldilocks’, indicated all of the company’s resolutions would have been approved. It was therefore planning to submit to SGX a draft shareholder circular for the restructuring special general meeting.

‘Not at all accurate’

Goldilocks appeared less than enthused by the Noble statement, calling it “not at all accurate,” in a press release late Sunday evening. Some of Goldilocks’ points, however, appeared to match Noble’s.

The investor pointed to Noble revealing the proxy vote, saying the “alleged voting patterns” were on “matters that are yet to be voted upon.”

Additionally, Goldilocks said part of Noble’s statement “makes reference to certain confidential and without prejudice discussions. Goldilocks calls upon Noble to respect this confidentiality and to refrain from public announcement.”

In that portion of its statement, Noble had said that the company, Goldilocks and Houlihan Lokey, which represents the Ad Hoc group of creditors, met with SGX on Friday to explore options for proceeding.

Noble requested the trading halt be lifted on Monday morning.

Chairman’s letters

Chairman Paul Brough has said in two separate recent letters to stakeholders, which were filed to the SGX, that if the proposed restructuring, which had been set to be voted on at the AGM, isn’t completed, shareholders will get nothing.

If creditors cease to support the company, Noble will “very likely” need to enter a formal insolvency or bankruptcy process, and with the value of the company’s assets “materially less” than its debts, many stakeholders will receive nothing, Brough said. If shareholders don’t support the restructuring, a restructuring plan will be implemented via a pre-packaged administration process in the U.K., he has said.

Noble’s special general meeting on April 30, convened to approve a vessel disposal, will continue as scheduled, the commodity trader said on Sunday.

Separately, in filings late Friday, Noble noted some major shareholders lowered their deemed interest in the company.

Orbis Allan Gray Limited’s deemed interest fell to 5.9435 percent from 6.1085 percent; Orbis Investment Management (Hong Kong) cut its deemed interest to 6.5499 percent from 7.0273 percent; Orbis Allan Gray Limited’s deemed interest fell to 6.8463 percent from 7.4974 percent

The filings said Orbis Allan Gray Ltd, Allan & Gill Gray Foundation and Orbis Holdings Ltd. are substantial shareholders due to deemed interest in shares managed by indirect subsidiaries Orbis Investment Management Ltd. and Orbis Investment Management (Hong Kong), who are fund managers of Orbis funds.

This article was originally published at 4:58 A.M. SGT on Monday, April 30, 2018; it has since been updated with the trading halt being lifted.