It said shareholders’ votes on the deal should not affect their entitlement to get shares in the restructured company.
Singapore Exchange Regulation (SGX RegCo) urged the senior creditors of Noble Group Limited to reconsider Restructuring Support Agreement (RSA) in order to “ensure parity in the treatment of all shareholders,” it said in an announcement.
SGX RegCo noted that the RSA involves 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.
The regulator added that in the event that shareholders’ approval for the primary restructuring is not obtained, the RSA provides that Noble will apply for an administration order (the Alternative Restructuring). “The RSA proposes a very similar restructuring transaction under the Alternative Restructuring except for the existing shareholders’ entitlements to shares in the new company. In particular, shareholders who vote in favour of the primary restructuring shall be entitled to receive shares in the new company in the same proportion as that under the Primary Restructuring whereas shareholders who vote against shall not be entitled to receive any shares in the new company,” it said.
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.
Senior creditors should also consider the independent financial adviser’s opinion when deciding on the primary restructuring, SGX RegCo said. “Shareholders should consult their professional advisers if they are in any doubt as to the action to be taken,” it added.
“SGX RegCo will not hesitate to register its concerns about the alternative restructuring - in its current form - with the relevant administrator to be appointed should Noble Group be placed in administration,” the regulator concluded.
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