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Singapore Exchange Regulation (SGX RegCo) notes the Restructuring Support Agreement (RSA) entered into between Noble Group Limited (Noble Group) and certain senior creditors.
The RSA involves the transfer of all, or substantially all, of Noble Group’s assets to a new company with the existing shareholders receiving 10% interest in the new company on the effective date of the restructuring (the Primary Restructuring). Shareholders’ approval for the Primary Restructuring will be sought.
In the event that shareholders’ approval for the Primary Restructuring is not obtained, the RSA provides that Noble Group 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.
SGX RegCo is of the view 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.
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.
SGX RegCo also reminds Noble Group’s shareholders to take into consideration the independent financial adviser’s opinion as well as the terms of the alternatives to the financial restructuring in deciding on the Primary Restructuring. Shareholders should consult their professional advisers if they are in any doubt as to the action to be taken.
SGX RegCo urges senior creditors to reconsider the proposal to ensure parity in the treatment of all shareholders.
