Noble: Shareholders must take action to receive shares in New Noble

Singapore five-dollar note Photo by Leslie Shaffer

This article was originally published on Thursday, 31 January 2019 at 8:13 A.M. SGT; it has since been updated.

Troubled commodity trader Noble Group said on Thursday that shareholders must take action to receive their shares in the post-restructuring entity, New Noble, although there still isn’t a way to trade those shares.

Under the terms of the restructuring, shareholders of Old Noble — which no longer has any material assets or business — are entitled to one New Noble share for every 10 Old Noble shares held, it said in a filing to SGX before the market open on Thursday.

To receive the New Noble shares, which are currently held in trust by Lucid Issuer Services, shareholders on the register of holders maintained by Singapore share transfer agent B.A.C.S. will need to register online, it said. If the shares were held via a depository agent, custodian or broker, shareholders should contact them, it added.

Lucid will hold the New Noble shares in trust through 19 December and then the trust will terminate, it said.

The company was aiming to proactively inform shareholders that the process wasn’t automatic.

However, it noted that there was still no publicly quoted price or market to trade either the suspended shares of Old Noble or the unlisted New Noble shares.

“The board of directors of New Noble is reviewing alternative liquidity opportunities for New Noble shareholders,” the filing said.

In December, the Singapore Police Force, the Monetary Authority of Singapore and Singapore Exchange Regulation said in a joint statement that Noble wouldn’t be allowed to transfer its listing status to New Noble, citing “significant uncertainties about the financial position of New Noble.”

They said it was after a “careful review” of the findings from the on-going investigations into Noble and its subsidiary, Noble Resources International (NRI), by the MAS, the Commercial Affairs Department (CAD) of the Singapore Police and the Accounting and Corporate Regulatory Authority (ACRA), the statement said.

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.

The authorities said they have been “carefully reviewing” allegations against Noble since 2015, even with clean audit opinions from the company’s auditors for the 2014-2016 financial years.

The review included information related to Noble’s substantial writedowns in late 2017 and early 2018, and this, along with other information, was the basis to begin an overt investigation into potential breaches of Singapore laws, the authorities said.

The joint investigation comes as the years-long drama over the troubled commodity trader 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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