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Old 01-02-2018, 07:01 PM   #3856
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Goldilocks says Noble's response "appears designed" to credit its major shareholder
Thu, Feb 01, 2018 - 6:40 PM Andrea Soh sandrea@sph.com.sg

NOBLE Group's spat with one of its major shareholders continued on Thursday as Goldilocks Investment Company denied that it made demands for two board seats as a pre-condition to any restructuring or financial proposals.
Noble's suggestion that Goldilocks took advantage of its financial situation to do so is "misleading", the Abu Dhabi-based fund said in a statement.
"This takes one exchange through the backdrop of months of discussions (since June 2017) between Noble and Goldilocks out of context," it said.
The announcement by Noble on Wednesday - refuting the allegations made by Goldilocks in its letter to Singapore regulators earlier this week - has omitted the full circumstances of the exchanges.
It "appears designed" to pit Goldilocks against shareholders and other creditors, to detract from the concerns that it has raised, and to discredit the fund, said Goldilocks.
The fund, managed by a subsidiary of Abu Dhabi Financial Group, owns 8.1 per of Noble. It acquired its interest in Noble through two market transactions in July last year.
Noble said in its announcement that Goldilocks had made it a pre-condition to be granted two board seats before any detailed talks over potential restructuring or investment options.
"The board's nomination committee met to consider this request and was not comfortable acceding to this request, for corporate governance reasons. This was carefully explained to Goldilocks," said Noble.
Goldilocks said that it had requested for two board seats on Oct 11 last year because it wanted to ensure transparency, to protect the rights of equity holders, and to consider the long-term survival of Noble.
"Goldilocks believes in the immutable obligation on management to be accountable and transparent with shareholders," it said. "Given Noble's financial situation and track record, such a request for board representation by a substantial shareholder, which was in 'private engagements' with Noble to assist, was and is not unreasonable."
The fund added that it is unable to comment or elaborate further on the full circumstances around these earlier engagements with Noble due to certain non-disclosure arrangements.
But it has written formally to Noble to seek its confirmation that it will waive these arrangements, so that Goldilocks may be able to present a complete picture.
It will provide a further update if and when it receives Noble's response.
Noble declined to comment on Goldilocks' latest statement. The firm on Wednesday said that it would issue a detailed announcement to address Goldilocks' allegations "in due course".
Its shares closed at 24 Singapore cents on Thursday, down one Singapore cent or 4 per cent.

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Old 02-02-2018, 08:49 AM   #3857
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Noble's planned sale of four vessels for US$95m falls through
Fri, Feb 02, 2018 - 8:36 AM Navin Sregantan navinsre@sph.com.sg

NOBLE Group said on Friday that a proposed divestment of four dry bulk carrier vessels to further pare debt has fallen through as the buyers failed to obtain approval from their boards before Feb 1, 2018, making the deal void.
The disposal of the freight vessels for gross proceeds of about US$95 million had been approved by Noble shareholders at a special general meeting on Jan 25.
If the proposed sale had been completed, the net proceeds, after taking into account the repayment of the relevant mortgages attached to the vessels and deducting estimated transaction costs, would have amounted to approximately US$30 million, Noble said in a filing with the Singapore Exchange on Friday morning.
Noble noted that since the announcement of its deal for the vessels, the market value of the Kamsarmax dry bulk carrier vessels has increased, with the group having comissioned updated valuations of these assets on Feb 1.
The updated valuation now stands at an aggregate of US$95 million, higher than the prior average aggregate valuation of the vessels - conducted in October 2017 of US$92.25 million.
The vessels are, in the current market, profit generating and cash flow positive and remain available for sale and Noble has commenced discussions with interested third parties, Noble said.
It also said that the vessels, and all proceeds from its sale, will form part of a new company arising from Noble's proposed financial restructuring, Asset Co assets.
Under the restructuring plan Noble unveiled on Monday, its creditors will take control of thecommodity trader through a debt-for-equity swap, with 20 per cent to be held by the management and 10 per cent by existing shareholders.
Noble shares ended S$0.01 or 4.0 per cent down at S$0.24 on Thursday.

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Old 05-02-2018, 08:41 AM   #3858
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Noble committed to 'open and ongoing dialogue' with shareholders: chairman
Sun, Feb 04, 2018 - 8:40 PM Chia Yan Min chiaym@sph.com.sg

NOBLE chairman Paul Brough has sought to reassure shareholders that the company's board and management remain committed to "open and ongoing dialogue".
In a meeting on Friday with representatives from minority investor advocacy group Securities Investors Association Singapore (Sias), Mr Brough also said that he retains the necessary independence to supervise the company's restructuring.
"Mr Brough has assured Sias that he, the Noble Group board and management remain committed to an open and ongoing dialogue with shareholders, irrespective of the size of their individual holdings, and that a town hall gathering will be held once the restructuring has advanced, to be hosted by Sias," the investor group said in a statement released on Sunday.
This comes after the battered commodity trader struck a deal with a group of creditors under which existing shareholders' equity would be nearly wiped out, while the restructured firm would have much lower debt.
Under Noble's restructuring plan, the new company that will hold all of its businesses, and assets will ultimately be 70 per cent owned by senior creditors, 20 per cent by the management and 10 per cent by existing shareholders.
The in-principle agreement Noble reached with 30 per cent of its creditors proposes to halve its debts of US$3.5 billion by asking them to take on equity and new debt instruments.
The restructuring follows three tumultuous years in which the Hong Kong-based company cut jobs and sold assets, some at losses, taking massive write-downs and raising funds.
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Old 05-02-2018, 08:53 AM   #3859
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Noble Group rejects Goldilocks' request for non-disclosure waiver, explains sale processes
Mon, Feb 05, 2018 - 8:32 AM Andrea Soh sandrea@sph.com.sg

NOBLE Group, in its public spat with a majority shareholder, has rejected Goldilocks Investment Company's request for Noble to waive the non-disclosure arrangements around their earlier discussions.
The battered group, in an announcement on Monday morning, also provided more details about its sale processes for Noble Americas Corp (NAC) and Noble Americas Gas and Power Corp (NAGP), and said its disposals over the last two years have all complied with listing rules and applicable laws.
Abu Dhabi-based Goldilocks, which owns 8.1 per cent of Noble, had requested for the waiver after accusing Noble of taking one exchange between the companies out of context in the company's announcement on Jan 31.
It said it was unable to comment or elaborate further on these circumstances due to the non-disclosure arrangements, and wrote formally to Noble to waive them so that it may present a complete picture.
In its response on Monday morning, Noble maintained that its earlier announcement was "accurate and not misleading".
"In view of the extensive and confidential information shared with Goldilocks under the non disclosure agreement, the board is not aware of any reason that would justify Goldilocks' release from non disclosure of confidential information and therefore has not acceded to Goldilocks' request," it said.
It also provided further details regarding the sales of its largest assets, in response to Goldilocks' letter on Jan 29.
Goldilocks, in a 17-page letter last week to Singapore regulators asking them to investigate the group, had asked why Noble's sales of its businesses and assets had been done at steep discounts to their book value.
The fund said that despite its having highlighted these concerns to the board, the company had neither given a satisfactory explanation of the sale processes nor said whether safeguards were in place to ensure that the assets were disposed of at fair value. These raised questions of whether the board has been negligent in the sale process, or deliberately undervalued the transactions, said Goldilocks.
Noble said on Monday that the disposals had been undertaken under "distressed circumstances" after the group's shock first-quarter loss last year, following which its board met its bankers and concluded the group needed to reduce debt as quickly as possible.
The group was required to complete the sale of complex assets in a relatively short time, and under a certain degree of oversight by its creditors to ensure that the sale processes were "expeditiously executed", said Noble.
The company added that both the sale processes of NAC and NAGP were "competitive processes conducted over several months". These followed a conventional two-stage auction process, involving contacting multiple potential buyers, and were subject to oversight and reporting by financial advisers working for the NAC borrowing base facility base facility agent bank. Noble was also advised by a US law firm.
The group's illustrative consideration of US$248 million when announcing the disposal of NAGP was eventually lowered to US$168 million because accounts receivables were converted to cash which reduced its outstanding debt under the NAC borrowing base facility as well as changes to its mark-to-market positions due to market volatility.
For NAC, which carried a price of US$582 million in the disposal announcement that was eventually lowered to US$400 million, the decrease in proceeds reflected the long period of six months till transaction close.
While Noble had expected to complete the deal before the end-2017, it encountered delays in obtaining anti-trust approvals in various Latin American countries.
"This business in particular was burdened by significant fixed costs in terms of storage, pipeline and other contractual commitments as well as employee costs required to maintain the business until closure occurred," it said. Such operating expenses between signing and closing the deal were borne by the group.
Noble said its comments on Monday "materially address" Goldilocks' questions over the disposals. "The company believes it is inappropriate to discuss, in a public forum, its disposals over the last two years, all of which have complied with the listing rules and applicable laws," it added.
Noble on Sunday also said it has agreed to hold a townhall gathering with shareholders to be hosted by the Securities Investors Association Singapore (Sias) once the restructuring has advanced.
In a statement released on Sunday by the minority investor advocacy group after they met with Noble chairman Paul Brough on Friday, Mr Brough said he and the board "remain committed to an open and ongoing dialogue with shareholders".
He also said he retains the necessary independence to supervise the company's restructuring, according to the statement.
Noble's shares last closed at 22.5 Singapore cents on Friday.

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Old 09-02-2018, 04:04 PM   #3860
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Goldilocks urges Noble stakeholders to oppose restructuring approach, seeks more transparency
Fri, Feb 09, 2018 - 2:44 PM Andrea Soh sandrea@sph.com.sg

NOBLE Group's major shareholder Goldilocks Investment Company is calling on Noble's stakeholders to collectively oppose the commodity trader's approach to its restructuring plans.
Goldilocks issued that statement on Friday, following Noble's Feb 5 rejection of its request to be released from non-disclosure arrangements surrounding discussions on Goldilocks' demands for two board seats. Noble cited "extensive and confidential information" that had been shared with Goldilocks under the non-disclosure agreement.
Goldilocks, which owns 8.1 per cent of Noble, said that it has not received a direct reply from Noble on the release request. Without that release, the shareholder argued that it cannot present a comprehensive picture to the investing public.
The investor has expressed concerns that Noble's disclosures do not present a complete and accurate picture. Goldilocks said that Noble has not provided satisfactory answers to the allegations it has raised, and that it is "skirting around the issues and answering selectively".
The Business Times has sought comments from Noble and is awaiting its response.
Goldilocks, in a Jan 29 letter to Singapore regulators, had asked, among other matters, why the firm had disposed of assets at steep discounts to their book values.
Noble said on Feb 5 that it was because the disposals had been undertaken under distressed circumstances.
Goldilocks continued to challenge Noble to disclose and explain itself in relation to these allegations, saying that all stakeholders can then have a level playing field and opportunity to restore and maximise value.
Noble has reached an in-principle agreement with 30 per cent of its creditors which will halve its debts of US$3.5 billion by giving them control of the new entity and asking them to take on new debt instruments.
Under its restructuring proposal, the company that will hold all of its businesses, and assets will ultimately be 70 per cent owned by senior creditors, 20 per cent by the management and 10 per cent by existing shareholders.
Noble's shares traded at 20 Singapore cents at 1.26pm on Friday, unchanged from its previous close.
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Old 13-02-2018, 10:55 PM   #3861
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Huat liow...
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Old 13-02-2018, 11:20 PM   #3862
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Huat liow...
What u mean ?????
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Old 23-02-2018, 07:47 AM   #3863
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How the hell they lost 5 billions last year alone?
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Old 23-02-2018, 07:50 AM   #3864
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So rich to lose
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Old 23-02-2018, 08:51 AM   #3865
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How the hell they lost 5 billions last year alone?
Very simple.

Because Noble has been booking fictitious profits over the previous years and thus inflating the NAV.

When the bubble burst, its NAV has to deflate. Thus, all the write downs leading to lots of losses.
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Old 27-02-2018, 02:59 PM   #3866
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Goldilocks calls Noble's profit warning figures 'extremely shocking'

TUE, FEB 27, 2018 - 9:55 AM
JACQUELYN CHEOK

GOLDILOCKS Investment Company - an Abu Dhabi-based fund and a major shareholder of commodities trader Noble Group - has expressed shock over Noble's profit warning, and once again urged shareholders and creditors to join it in opposing the company's proposed restructuring plan.

In a note released on Tuesday, Goldilocks said: "These figures are extremely shocking."

Goldilocks was referring to Noble's profit guidance (posted on Feb 19), which said that the latter would book significant non-cash net losses in the range of US$1.45 billion to US$1.55 billion under exceptional items, and an adjusted net loss in the range of US$50 million to US$100 million.

Goldilocks noted that Noble's estimated non-cash net losses alone represented a 50 per cent increase on top of the cumulative US$3.051 billion net losses that was already booked in Noble's financial statements for the nine months ending Sept 30, 2017.

"These additional huge MTM (mark to market) and impairment losses would mean that the total net losses for the full 2017 financial year would balloon to a gargantuan US$4.975 billion, stripping Noble's economic value to negative territory."

Goldilocks also highlighted that US$0.9 billion to US$1 billion (about 64.5 per cent) of the US$1.45 billion to US$1.55 billion non-cash net losses are attributable to "increases in the discount rate used in the group's MTM derivatives portfolio valuations".

The fund said: "This seems to suggest that Noble has consistently overstated the value of its derivative contracts over this financial year. It also leads one to question why these adjustments were not made earlier given that Noble has already revised its valuation approach to its commodity contracts and derivative instruments on several occasions in 2017."

Goldilocks added: "More importantly, the timing of the release (less than one month after the announcement of Noble's proposed restructuring plan) leads one to suspect that Noble's management may be deliberately releasing 'exceptional' losses to pressure stakeholders to approve the only turnaround proposal on the table. A proposal which aims to give Noble's management up to 20 per cent shareholding in the restructured company!"

Goldilocks noted that Noble's justification for its management to receive up to 20 per cent shareholding in the restructured company was that "management are essential to the company's business because its core businesses are 'people businesses'", but that the profit warning indicates that Noble's remaining core business is still "haemorrhaging cash".

"The anticipated adjusted Q4 17 net loss in the range of US$50 to 100 million from its continuing businesses in hard commodities, freight and LNG operations is a reflection of Noble's state of affairs. These net losses will also erode what little cash Noble has left and puts further pressure on stakeholders to accept the restructuring proposal.

"Why should this same management that had created Noble's present debacle be rewarded, let alone so richly?"

Concluding the note, Goldilocks said that Noble is "clearly not acting in the interest of all its stakeholders" and urged all stakeholders (shareholders and creditors) to join it in opposing Noble's proposed restructuring and "work together for a more equitable and meaningful turnaround for all".

Noble is scheduled to announce fourth quarter and full year results on Wednesday.

https://www.businesstimes.com.sg/com...emely-shocking
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Old 27-02-2018, 03:08 PM   #3867
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All eyes on Wednesday now!
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Old 27-02-2018, 03:24 PM   #3868
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https://www.bloomberg.com/news/articles/2018-02-27/top-noble-group-holder-attacks-shocking-loss-as-dispute-flares

Top Noble Group Shareholder Attacks ‘Shocking’ Expected Loss

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Old 27-02-2018, 04:05 PM   #3869
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Don't see why the small shareholders want to support this restructuring plan. This plan to to save the creditors and let the small shareholders die instead of everyone die.
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Old 28-02-2018, 12:53 PM   #3870
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