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Announcement of Books Closure Date for Final Dividend and Bonus Issue, Payment Date for Final Dividend and Application of the Scrip Dividend Scheme to Final Dividend

 

4 May 2010 Hong Kong

The directors (the “Directors”) of Noble Group Limited (the “Company”) refer to:

  1. the final dividend of US 3.6 cents per ordinary share of HK$0.25 each (“Share”) in the capital of the Company for the financial year ended 31 December 2009 (the “Final Dividend”) and the issue of up to 2,212,390,805 new Shares (“Bonus Shares”) to shareholders of the Company (“Shareholders”) on the basis of six (6) Bonus Shares for every eleven (11) existing Shares held by Shareholders (“Bonus Issue”), each of which was approved by Shareholders during the Company’s Annual General Meeting held on 30 April 2010; and
  2. the announcement dated 23 February 2010 relating to the application of the Noble Group Limited Scrip Dividend Scheme (the “Scrip Dividend Scheme”) to the Final Dividend.

Books Closure Date for Final Dividend and Bonus Issue and Payment Date for Final Dividend

The Directors are pleased to announce that the Share Transfer Books and Register of Members of the Company will be closed at 5.00 p.m. on 19 May 2010 up to 20 May 2010 for the purpose of determining Shareholders’ entitlements to the Final Dividend and the Bonus Issue. The ex-dividend date and the ex-Bonus Issue date will be 17 May 2010.

Registerable transfers received by the Company’s Share Transfer Agent, B.A.C.S. Private Limited at 63 Cantonment Road, Singapore 089758, up to 5.00 p.m. on 19 May 2010 will be registered and determined for entitlement to the Final Dividend and the Bonus Issue.

The Final Dividend will be paid on 6 July 2010.

Application of the Scrip Dividend Scheme to the Final Dividend

As announced on 23 February 2010, the Directors have determined that the Scrip Dividend Scheme will be applicable to the Final Dividend. As such, eligible shareholders of the Company have the option of taking their Final Dividend in cash or new Shares or (unless a permanent election is made) a combination of part cash and part new Shares.

For the purposes of determining the number of new Shares to be allotted and issued under the Scrip Dividend Scheme and/or the Singapore dollar amount of dividends to be paid, the Final Dividend will be converted into Singapore dollars at an exchange rate to be determined by the Directors on the basis of the prevailing US dollars-Singapore dollars conversion rate published on Reuters as at 5.00 p.m. on 19 May 2010 (the “Applicable Exchange Rate”). The Applicable Exchange Rate, when so determined by the Directors, will be announced by way of a subsequent announcement on the SGXNET.

The new Shares will be issued at an issue price, being an amount in Singapore dollars to be determined by the Directors (the “Relevant Amount”), which Relevant Amount shall not be set at more than a 10% discount to the arithmetic average of the daily volume weighted average price of a Share on the SGX-ST for each of the market days during the three market days commencing on 17 May 2010 and up to 19 May 2010 (the “Price Determination Period”).

The Notice of Election with respect to eligible shareholders of the Company taking their Final Dividend in cash or new Shares or (unless a permanent election is made) a combination of part cash and part new Shares will be despatched to eligible shareholders on or about 1 June 2010.

Eligible shareholders may participate in the Scrip Dividend Scheme in respect of the Final Dividend subject to the terms and conditions of the Scrip Dividend Scheme and may also make a permanent election to participate in the Scrip Dividend Scheme in respect of all future dividends to which the Scrip Dividend Scheme applies.

Shareholders who have previously made a permanent election to participate in the Scrip Dividend Scheme in respect of all future dividends to which the Scrip Dividend Scheme applies may cancel their permanent election and opt to take their Final Dividend in cash or in a combination of part cash and part new Shares.

Shareholders with registered addresses outside Singapore (“Overseas Shareholders”) who wish to be eligible to participate in the Scrip Dividend Scheme must provide an address in Singapore for the service of notices and documents by notifying the Company, c/o the Company’s Share Transfer Agent, B.A.C.S. Private Limited (the “Share Transfer Agent”), 63 Cantonment Road, Singapore 089758 (or such other address as may be announced by the Company from time to time) or, if the Overseas Shareholder is a Depositor, The Central Depository (Pte) Limited (“CDP”) at 4 Shenton Way #02-01, SGX Centre 2, Singapore 068807 (or such other address as may be announced by the Company from time to time) by 12 May 2010. Overseas Shareholders who do not provide registered addresses in Singapore to the Company, c/o the Share Transfer Agent or CDP, as the case may be, will not be eligible to participate in the Scrip Dividend Scheme. In view of securities laws applicable in the United States of America or Canada, the participation in the Scheme will not be available to shareholders whose registered addresses are in the United States of America or its territories or in Canada. The new Shares will not be registered under the United States Securities Act of 1933 or under the laws of any state in the United States.

Eligible shareholders who elect to participate in the Scrip Dividend Scheme will be allotted and issued fully paid new Shares. In respect of eligible shareholders who do not elect to participate in the Scrip Dividend Scheme and the Overseas Shareholders who did not provide registered addresses to the Company, c/o the Share Transfer Agent or CDP, as the case may be, all of their respective entitlements to the Final Dividend will be paid in cash.

The Company takes no responsibility for the taxation liabilities of shareholders or the tax consequences of any election made by shareholders. As individual circumstances and laws vary considerably, specific taxation advice should be obtained by shareholders if required.

The Company takes no responsibility for the correctness or accuracy of any information as to taxation liability set out in this announcement.

By order of the Board
Lisa Yim
Company Secretary
4 May 2010


About Noble Group

Noble Group (SGX: N21) is a market leader in managing the global supply chain of agricultural, energy, metals and mining resources. The Group operates from over 150 offices and plants in 38 countries and employing approximately 70 nationalities. Noble manages a diversified portfolio of essential raw materials, integrating the sourcing, marketing, processing, financing and transportation. With 2009 annual revenues exceeding US$31billion, Noble owns and manages an array of strategic assets, sourcing from low cost producers such as Brazil, Argentina, Australia and Indonesia and supplying to high growth demand markets including China, India and the Middle East. Today, Noble has interests in grain crushing facilities, coal and iron ore mines, fuel terminals and storage facilities, sugar and ethanol plants, vessels, ports and other infrastructure to ensure high quality products are delivered in the most efficient and timely manner to its customers.

In late 2009, Noble Group was honored at the DHL SCMP Hong Kong Business Awards by winning the coveted International Award. During the year, Noble ranked #218 on the Fortune Global 500 and achieved "Investment Grade" ratings (Baa3) from Moody's Investors Service and (BBB-) from Standard & Poor's, complementing its initial "Investment Grade" rating (BBB-) from Fitch the previous year. In addition, Noble appears on the Forbes Global 2000 and Forbes Fab 50 lists of leading companies. Noble Group is among the 30 securities listed on the Straits Times Index.

For further details please contact:

Mr. Stephen Brown
Noble Group Limited
Tel: +852 2250 2060
Fax: +852 2861 0018
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Mr. Brad Smolar
Smolar Limited
Tel: +852 6339 3396
Fax: +852 2573 2473
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