Unless otherwise indicated, capitalised words and phrases used herein this press release have the meaning provided in the binding restructuring support agreement (the “RSA”) between, among others, Noble Group Limited (“Noble”) and members of the Ad Hoc Group (as defined in the RSA) on 14 March 2018.
Increased Equity Share for Shareholders
Goldilocks Investment Company Limited (“Goldilocks”) is pleased to note that following its efforts in engaging Noble and the Ad Hoc Group, Noble and members of the Ad Hoc Group have accepted Goldilocks’ request to increase the Shareholders’ equity share in New Noble to 20%.
This revision represents a 5% increase to the equity share that Shareholders are entitled to in New Noble (i.e., from the 15% equity share as previously proposed in connection with the financial restructuring of the Company (the “Restructuring”)).
Board Representation
Noble and members of the Ad Hoc Group have also agreed to offer Goldilocks the right to nominate one member to the board of directors of New Noble (“Noble Board”) upon completion of the Restructuring. In this connection, Goldilocks has nominated its Director and Fund Manager, Mr. Ajit Joshi, to be its first representative on the Noble Board. Goldilocks looks forward to contributing to the corporate governance of the Company and the alignment of the interests of stakeholders including those of the Shareholders and the management.
Committed Continuing Support from Goldilocks and the Abu Dhabi Financial Group
Goldilocks has given its support for the Restructuring (as revised) and has provided the Company with an irrevocable undertaking in connection with such support. Goldilocks currently holds approximately 8.1% of the Company’s issued shares.
Apart from the support given for the Restructuring, Abu Dhabi Financial Group (“ADFG”, with whom the fund manager of Goldilocks is affiliated) has agreed to work together with Noble to enhance and expand footprint of Noble and its subsidiaries (“Noble Group”) in the Middle East, tapping into the vast network of ADFG. Goldilocks believes that this would be a positive step forward for the Group apart from the Restructuring.
In this regard, Noble’s subsidiary Noble Resources International Pte. Ltd (“NRIPL”) has entered into a strategic partnership agreement with ADCM Resources Ltd (“Strategic Partner”), an affiliate of ADFG (the “Strategic Partnership Agreement”) pursuant to which it will become NRIPL’s strategic partner in the Middle East with respect to new business opportunities and will assist in developing and maintaining relationship with customers in the Middle East.
Under the terms of the Strategic Partnership Agreement, the Strategic Partner will, among other things, work with the Noble Group on business development activities in the Middle East region, providing access to its customer base and relationships to strengthen the Noble Group’s client base. The Strategic Partner will also work to introduce, develop, strengthen and maintain business connections with trading partners by leveraging on its long term experience and market presence. The Strategic Partner will also help to actively identify and facilitate the origination of new business opportunities with a view to strengthening the Noble Group’s two-way commodity flows. The Strategic Partner will further assist the Noble Group in capital formation and financing of regional investment projects.
As part of the strategic co-operation, the Strategic Partner has agreed to provide access to its facilities to facilitate operational synergies with Noble Group with a view to overall reduction of costs and expenses. Such arrangements are a win-win for both parties as Goldilocks in its capacity as a Shareholder will also benefit from Noble’s cost reductions.
The Strategic Partnership Agreement will be for an initial term of four years and can be extended for an additional four years by mutual agreement on terms to be discussed and mutually agreed at the end of the initial four-year term.
On the Abu Dhabi Financial Group
ADFG (of which the fund manager of Goldilocks and the Strategic Partner are affiliates) is a leading global investment group that provides, through its regulated subsidiaries and organically, a wide range of investment opportunities and financial services. The group’s substantial and diversified investor base includes corporations, financial institutions, sovereign wealth funds and family offices. The company pursues a strategy of opportunistic investments across a variety of sectors and geographies. While the group’s investment strategy is sector-agnostic, its investments are currently focused on private and public markets, debt and real estate. ADFG was established in 2011 and has since evolved to become a major player in the region, delivering attractive returns to its investors. Today, ADFG has assets under management in excess of US$6 billion and offices across the Middle East, the UK, and Eastern Europe. The group has received widespread acclaim for its strong track record and pioneering approach to investing.
Settlement
Against this backdrop of collaboration amongst Goldilocks and Noble Group, in respect of each of the claims brought by Goldilocks against Noble, certain current and former directors and officers of Noble and members of the Ad Hoc Group in the High Court of Singapore in connection with the Restructuring (the “GICL Claims”) and the claim brought against Goldilocks in the Supreme Court of Bermuda (the “Noble Claim”), Noble, Goldilocks and the members of the Ad Hoc Group have entered into a settlement agreement (the “Settlement Agreement”) to mutually discontinue the GICL Claims and the Noble Claim. The settlement reached pursuant to the Settlement Agreement, is not an admission of liability or wrong doing on the part of any of the parties.
Mr Ajit Joshi, Director and Fund Manager, Goldilocks, commented:
“Goldilocks has always had Noble’s interests at the vanguard of its thinking. A strong Noble and an even stronger New Noble go to the heart of our rationale to unlock shareholder value. The settlement with Noble and members of the Ad Hoc group is the result of recent consultations and is a clear testament to the constructivism approach adopted by Goldilocks. Today we are proud to have been part of Noble’s effort towards the completion of its Restructuring that endeavours to create a sustainable balance between the interests of the shareholders and the future of Noble. We will collaborate with Noble and lend our support to open new doors; we will join hands in creating new opportunities in the Middle East, Goldilocks’ home market.”