It questioned the three new UK-based directors, which were had no experience in Singapore companies.
One of Noble Group’s top shareholders, Goldilocks Fund, slammed the recent changes to the company’s board of directors as “the Noble board no longer represents the key stakeholders.” In a statement, it raised that there were no invitations to nominate new board members or communicate with shareholders regarding vacancies.
Goldilocks noted that the appointment of Andrew Herd, Tim Isaacs, and Fraser Pearce as independent non-executive directors also invites further concerns. “This is because all three directors are resident in the UK and do not have any prior experience as directors of a public listed company in Singapore. This leads to the inevitable conclusion that the appointments appear designed solely for the purpose of implementing Noble’s COMI Move to the UK, which is an artificial legal strategy and the dubious foundation of the restructuring support agreement (RSA), and do not appear to be in the best interests of Noble,” it said.
It said the RSA is doomed to fail and has “highly coercive restraint, combined with the legalistic and highly artificial devices.” It reiterated its call on Noble and the senior creditors group to “re-evaluate and to put forward a good faith restructuring plan that is fair and reasonable to all stakeholders and that complies with proper standards of transparency and good governance.”
As Noble approaches the reporting of its Q1 results, the fund also called on the ad hoc group to use “their tangible and obvious influence” over the Noble board members to ensure the financials are released immediately. “These disclosures need to be comprehensive and to include a full description and accounting for all professional and other fees paid and payable by Noble to financial and legal advisers and to all members of the ad hoc group,” it said.
It also demanded Noble to make clear and specific disclosures regarding all proposals made to the board for the recapitalization and rescue of Noble and why these proposals were not pursued. “Similarly, Goldilocks calls upon the Noble board to fully disclose the specific alternative proposals that were made to Noble regarding the provision of ongoing trade finance facilities that were rejected,” it added.
Goldilocks noted that Noble’s board members elected to dismiss all alternative proposals.
Meanwhile, it commended Singapore Exchange Regulatory’s (SGX RegCo) call that Noble shareholders’ vote should not affect their share entitlement under Noble’s proposed restructuring plan. “Goldilocks also fully agrees with SGX RegCo’s position that Noble’s senior creditors (including those represented by the ad hoc group of senior creditors) should reconsider the current restructuring proposal ‘to ensure parity in the treatment of all shareholders’,” it added.
On the same day, Iceberg Research issued a new statement urging stakeholders and senior creditors outside the ad hoc group to sue the company and reject the current restructuring proposal.
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