The allocation is "fair to all shareholders," said founder Richard Elman.
Noble Group will provide all shareholders with 15% in aggregate of the equity in New Noble provided the resolutions to approve the restructuring are passed at the special general meeting. "This simplified structure replaces the previous proposal to provide shareholders with 10% equity in New Noble plus up to a further 7.5% on a pre-diluted basis through the option and incentive share option," it said in an announcement.
It has also received an "irrevocable undertaking" from Noble Holdings to support the restructuring on the revised terms. NHL currently holds approximately 17.9% of the company’s issued shares.
Noble also said its founder Richard Elman will be appointed as an executive director to the board of the New Noble. Elman previously had a dispute over the restructuring deal with Noble board members.
Elman said the allocation of 15% is "fair to all shareholders" he hopes that others will vote in favour of the revised proposal as he has agreed to. "The amended restructuring plan will enable management to rebuild our business around the core Asian trading franchise that has demonstrated incredible resilience during this most challenging period in our company’s history," he added.
Noble chairman Paul Brough said the company is now entering "the last stage" of the restructuring. "We welcome the endorsement of Richard Elman. As the Company’s founder, Richard’s experience and knowledge make his support uniquely important and, as a director, these qualities will assist New Noble in the realisation of its potential and, once again, delivering value to all our stakeholders. We progress through this restructuring process with growing confidence of a positive outcome for all stakeholders,” he added.
Meanwhile, about 83% of Noble Group's senior creditors have already committed to its restructuring support agreement (RSA), breaching the 75% approval threshold. "The company remains confident that the number of creditors acceding into the RSA will continue to rise in advance of the Scheme Meetings. The company continues to engage in discussions with shareholders and the Singapore Exchange (SGX) on the Restructuring," it added.
Previously, Singapore Exchange Regulation (SGX RegCo) urged the senior creditors of Noble to reconsider the RSA in order to “ensure parity in the treatment of all shareholders.” SGX RegCo expressed concern over the transfer of all, or substantially all, of Noble’s assets to a new company with the existing shareholders receiving 10% interest in the new company. Shareholders’ approval for the primary restructuring will be sought.
SGX RegCo insisted that shareholders should have the freedom of choice in voting on the Primary Restructuring. “How a shareholder votes on the primary restructuring should not have a bearing on whether he/she would be entitled to receive shares in the new company under the alternative restructuring,” it added.
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