Noble makes $12.60 per Share Cash offer for Gloucester
6 April 2010 Hong Kong
Noble Group Limited (“Noble”) today announced its intention to make an off market all-cash takeover offer to acquire all the shares in Gloucester Coal Ltd (“Gloucester” – ASX:GCL) for A$12.60 per share (the “Noble Offer” or the “Offer”). Noble is currently the largest shareholder of Gloucester with 87.7% of Gloucester shares. The Offer will be made through a wholly-owned subsidiary of Noble.
Noble’s Offer represents a:
Noble notes that the takeover offer by Macarthur Coal Limited (“Macarthur”) in relation to all of the shares in Gloucester (the “Macarthur Takeover Bid”) and Noble's proposed disposal of shares in Middlemount Coal Pty Ltd in consideration for shares in Macarthur (the “Middlemount Transaction”) (together the “Macarthur Transactions”) still remain on foot.
Noble notes that Peabody Energy Corporation (“Peabody”) has submitted a non-binding indicative proposal (the “Peabody Proposal”) to Macarthur. The Peabody Proposal contemplates a scheme of arrangement being put by Macarthur to its shareholders for approval at a price of A$13.00 per Macarthur share. The Peabody Proposal is conditional upon, inter alia, the Macarthur Takeover Bid not proceeding.
Noble notes that Macarthur has rejected the Peabody Proposal as not being in the best interests of Macarthur shareholders. Macarthur intends to proceed with the Macarthur shareholder meeting scheduled for 12 April 2010 to consider, inter alia, the Macarthur Transactions. Macarthur continues to support the Macarthur Transactions and recommends that it shareholders vote in favour of the Macarthur Transactions.
Noble has convened a special general meeting to be held on or about 19 April 2010 to seek its shareholders’ approval for the Macarthur Transactions.
The Independent Directors of Gloucester have unanimously recommended that Gloucester shareholders accept the Noble Offer in the absence of a superior proposal, subject to a favourable Independent Expert’s Report, and subject to the Macarthur Takeover Bid not proceeding.
Noble believes that its Offer is compelling for the following reasons:
The Noble Offer is conditional on the Macarthur Takeover Bid not proceeding, receipt of Foreign Investment Review Board approval, and no prescribed occurrences. Attachment 1 sets out the conditions of the Offer in more detail.
Mr William Randall, Director of Noble Energy said “Noble remains committed to the Macarthur Transactions.”
“Noble will continue to work with Macarthur to progress the Macarthur Transactions.”
“In the event that the Macarthur Transactions do not proceed, Noble’s all-cash Offer for Gloucester will provide an attractive exit opportunity for Gloucester shareholders, particularly given the lack of liquidity in the stock.”
For further information, please contact:
Mr. Stephen Brown, Noble Group Limited
The proposed takeover bid will be subject to the following conditions being satisfied or waived by Noble:
In this Attachment 1:
"Announcement Date" means 6 April 2010.
“Subsidiary” has the meaning given to the term in section 9 of the Corporations Act
About Noble Group
Noble Group (SGX: N21) is Gloucester’s largest customer and largest shareholder, currently with 87.7% of Gloucester Shares.
Noble Group is a market leader in managing the global supply chain of agricultural, industrial and energy products. The Group operates from over 100 offices in more than 40 countries, serving 4000+ customers. Noble manages a diversified portfolio of essential raw materials, integrating the sourcing, marketing, processing, financing and transportation. With 2008 annual revenues exceeding US$36 billion, 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.