It said the company should revisit takeover options by companies like Centricus and Cedar Holdings Group.
Noble Group's top shareholder Goldilocks Investment Company attacked the letter sent by chairman Paul Jeremy Brough to shareholders and claimed it contained "misinformation."
Noble Group claimed that its top shareholder, investment fund Goldilocks, is not a registered member of the company after the latter submitted its own nominees for executive directors that are up for approval at the annual general meeting.
According to a statement, the restructuring under the restructuring support agreement (RSA) is not in the best interests of all stakeholders. "It only benefits existing management and creditors. Shareholders get nothing," it said. The fund demanded Noble to provide full details and justifications underlying the sustainability of the restructuring under the RSA, including the sustainability of up to US$2.355b debt of New Noble.
Moreover, it pointed out that detailed alternative white knight and trade financing proposals were made in the past and must be revived. It cited some rejected proposals, which include: the takeover approach from Centricus and from Cedar Holdings Group. It reiterated that the RSA is not the only option for Noble to survive. "Other alternatives were presented and Noble should pursue them immediately,"
The fund also demanded to clarify Brough’s conflicting statements regarding Noble’s status. "Noble has been a long-time distressed seller of assets under Brough’s stewardship. This is not some future event, as Brough says," the fund said.
"It is disingenuous and offensive to the Singapore SGX regime to claim that the newly appointed INEDs strengthen the board – they have been appointed solely to terrorize shareholders through the threat of administration in the United Kingdom," Goldilocks said. It noted that the whole purpose is to bypass SGX rules.
Goldilocks also claimed that the management incentive plan discussions are shrouded in secrecy and "not founded on any principles of transparency. Blatant conflicts of interest among advisors are being ignored despite specific criticisms," it added.
"There is no basis for the retention and incentivization of existing management who led Noble from being one of Asia’s great companies to the brink of insolvency," it said.
Noble’s centre of main interests (COMI) has not been established in the United Kingdom, the fund added. "Noble was and is a company with its COMI in Asia. It is outrageous for Brough to state otherwise. The COMI 'move' does not require less schemes of arrangement and cost savings. On the contrary, it is likely to increase costs at the expense of shareholders."
It also noted that the administration as portrayed by Brough is not the best option for Noble, as Singapore-based shareholders would be shut out.
Goldilocks' last point said, "Brough has suddenly referred to Noble’s own initiative in engaging an independent financial advisor even before SGX Regco’s direction. This is almost scandalous. At no point in the past has Noble announced or referred to this. Noble did not mention this in its response to SGX Regco. Serious questions must be asked as to why."
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