Paul Brough encouraged shareholders to vote in favour of the restructuring.
Noble Group chairman Paul Brough has retaliated against the series of attacks top shareholder Goldilocks Investment has made against him and the company.
“The vitriolic and misleading statements contained in Goldilocks’ letters and press releases are too numerous to address individually here, but you should be aware that they are causing great harm to the Company and to the rights of all shareholders,” Brough wrote in a letter to shareholders.
He reiterated that without the completion of the proposed restructuring, shareholders will receive nothing. “Shareholders are ‘out of the money’ in light of the company’s current financial circumstances and their position behind creditors in the company’s capital structure. If the company enters an insolvency process, shareholders will receive nothing,” he wrote.
Brough added that they have agreed with the ad hoc group of senior creditors that shareholders will receive 15% of the equity in New Noble if a majority of shareholders vote in favour of the restructuring. “This represents a favourable return for shareholders and has the support of the company’s largest shareholder, Noble Holdings Limited. The proposed restructuring is therefore demonstrably fair,” he claimed.
Brough also noted that Goldilocks has no “credible” alternative plan and that their notice to appoint directors was deficient.
“In any event, with over 83% of the Company’s senior creditors now party to the company’s restructuring support agreement, it is difficult to see how Goldilocks would be able to gain the support of other stakeholders for any proposal it may make,” he wrote.
Moreover, Brough said Noble’s rejection of Goldilocks’ notice was not done in bad faith. “The board would have been prepared to consider any nominations submitted by Goldilocks (or any other shareholder), had such nominations been made in accordance with applicable laws and regulations.”
“Granting Goldilocks an exemption from the company’s bye-laws would be entirely inconsistent with the principle of treating all shareholders equally,” he added.
That aside, Brough also claimed that Noble Group’s board is “very comfortable” that all members of the board can discharge their duties as directors and carry the restructuring through to completion.
“The inference that I have been working to further the interests of the ad hoc group is baseless. Neither I (nor any other member of the board) has any connection with or interest in the members of the ad hoc group, and the company’s negotiations with the ad hoc group have at all times been conducted on arm’s length terms with the assistance and input of experienced professional advisors. I hold no interest in the Company and will not participate in the management incentive plan for New Noble,” he wrote.
In the end, Brough urged all shareholders to vote in favour of all resolutions proposed by the company at the annual general meeting (AGM) “to ensure that implementation of the restructuring can be completed without further risk or delay.”
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