Noble claimed that Goldilocks was not a registered member of the company, prompting a heated response from the fund.
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.
In a statement, Goldilocks said, “Noble Group has threatened its standing as a shareholder.” It added that Noble made the assertion that Goldilocks is “not a member of the company.”
Goldilocks, which holds 8.1% of Noble, has constantly attacked the company’s restructuring deal and has even announced that it would put up an alternative restructuring plan with four "value-enhancing initiatives." These include appointing new hires in Noble’s board that would decide on a turnaround plan for the company following massive losses, debt defaults, and accusations of fraudulent bosses.
Noble claimed in a separate announcement that it can reject the fund’s nominees and demands as the notice it has lodged in the company’s address in Bermuda are “legally deficient” and were not lodged in accordance with the company’s bye-laws or Bermuda’s law.
It noted that a member of the company must appear in their register of members. Whilst Goldilocks holds about 8.1% of the company, Noble said that the fund holds its beneficial interest through a depository agent, which in turns holds shares through The Central Depository (Pte.) Ltd. (CDP). “Beneficial holders who are either a ‘depositor’ holding through CDP or utilising the services of a depository agent who in turns holds an interest through CDP, are not registered holders of shares and do not appear in the register of members. In such cases, CDP is the registered holder and appears in the register of members,” it added.
Noble also said that the fund’s proxy form was invalid as, amongst others, it had been issued in Goldilocks’ name rather than the name of its depository agent. “The company’s Share Transfer Agent confirmed that it was unable to accept the proxy form,” it added.
Goldilocks responded and said, “The implication is that Goldilocks’ nominations to the Noble board for the upcoming Noble annual general meeting on 30 April 2018 may be rejected by Noble without real justification and on such a frivolous ground.”
It also noted that the latest act by Noble demonstrates that Noble has no regard whatsoever for the laws and rules applicable in Singapore, “making it palpably clear why Noble is seeking to flee to the United Kingdom and ram through a restructuring plan that will trample on shareholders’ rights,” it said.
However, Noble claimed that it encouraged Goldilocks to reach out to its depository agent to confirm their position. It has also provided Goldilocks with a copy of their register of members.
“Given the recent dialogue, the Board is surprised that the notice and the request were issued and signed in Goldilocks’ name thereby rendering them invalid,” it said.
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