Noble Group: Bermuda court appoints officer to complete restructuring

Noble Group said late on Friday that the Bermuda court granted an order appointing an officer of the court to facilitate implementing the Sisyphean restructuring of troubled commodity trader.

“As a result, the company and the court-appointed officer will take steps to complete the restructuring as soon as possible,” Noble said in a filing to SGX late on Friday.

It added that the restructuring effective date will now be 19 December, with a perpetual capital securities exchange to be implemented as planned.

While the news advances the commodity trader’s long-drawn restructuring plan, it won’t affect the company’s immediate operations, Noble said.

“The appointment of the court officer to the company has no effect on the day-to-day operations of the group and business continues as usual,” Noble said. “In particular, the group’s trade finance facilities will continue to be available to it and payments to customers and suppliers will continue to be made.”

Noble took the step of seeking the court-appointed officer as its restructuring hit another bump in the road when Singapore authorities said last week that they wouldn’t allow the company to transfer its stock exchange listing status to “New Noble,” its post-restructuring entity.

‘Significant uncertainties’ over New Noble?

Last week, the Singapore Police Force, the Monetary Authority of Singapore (MAS) and Singapore Exchange Regulation (SGX RegCo) said in a joint statement that there were “significant uncertainties about the financial position of New Noble,” and the company therefore would not be allowed to transfer the listing status.

That was amid on-going investigations into Noble and its subsidiary, NRI, by the MAS, the Commercial Affairs Department (CAD) of the Singapore Police and the Accounting and Corporate Regulatory Authority (ACRA), the joint statement said.

On 7 December, Noble said it “regrets” that after 19 months of negotiations with stakeholders, including shareholders, creditors and regulators, the authorities’ have decided to disallow the listing-status transfer.

Noble also said that NRI disagreed with accounting positions taken by ACRA and it intended to submit a comprehensive response.

The company noted that the investigation has focused on NRI, with no current investigations of any individuals, and that its related to “technical accounting-related issues.”

In mid-November, ACRA, CAD and MAS said Noble was under investigation for suspected false and misleading statements and breaches of disclosure requirements under the Securities and Futures Act, while NRI was under investigation for potential non-compliance with accounting standards.

At the time, Noble said it would cooperate with the investigation, and then subsequently added that it would extend the timeline for its restructuring.

On Tuesday, Noble said it would seek the appointment of a court-appointed officer in Bermuda to implement its restructuring plan, adding that if it can’t complete its restructuring, the company would be forced into a full liquidation process, resulting in no recovery for shareholders or holders of the perpetual capital securities, as well as “materially lesser recoveries” for its creditors.

Even without the listing, shareholders would still receive a 20 percent aggregate stake in New Noble, it said.

The joint investigation reignited a years-long drama over the troubled commodity trader just as it had appeared to be reaching an end.

Noble has faced a gamut of a once-anonymous critic, Iceberg Research, whose allegations of accounting issues had weighed its share price, as well as a prolonged commodity-price slump which sapped its earnings over a period of years.

The company also faced controversy over the twists and turns in its efforts to restructure into New Noble and leave behind much of its debt.

The long-running restructuring drama had appeared to be at an end last month, when Noble requested its shares be suspended from trade permanently. The shares closed at S$0.081 on that day, a far cry from their height of around S$18.14 touched in early 2011.

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