Noble makes $12.60 per Share Cash offer for Gloucester

6 April 2010 Hong Kong

Highlights

$12.60 per share all cash offer for Gloucester for the remaining shares Noble does not already own
Conditional on the Macarthur Coal takeover bid for Gloucester not proceeding, FIRB and certain prescribed occurrences
Offer represents a substantial premium

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:

35.3% premium to the closing price of Gloucester on 1 April 2010;
36.5% premium to the 1 month volume average weighted price of Gloucester shares; and
38.8% premium to the 3 month volume average weighted price of Gloucester shares.

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 represents a substantial cash premium;
Accepting the Offer enables Gloucester shareholders to realise certain and immediate value for their Gloucester shares; and
If the Macarthur Takeover Bid does not proceed, the Noble Offer will allow Gloucester shareholders an opportunity to exit Gloucester given the lack of liquidity in the stock.

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
Tel: +852 2250 2060
Fax: +852 2861 0018
Email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it

Attachment 1

The proposed takeover bid will be subject to the following conditions being satisfied or waived by Noble:

Macarthur Takeover Bid
That before the end of the Offer Period, the Macarthur Takeover Bid for Gloucester is withdrawn or otherwise terminated or the offer period for the Macarthur Takeover Bid for Gloucester ends without all conditions to the Macarthur Takeover Bid for Gloucester having been satisfied or waived.
Foreign Investment Review Board
One of the following occurs before the end of the Offer Period:
1. Noble receives written notice issued by, or on behalf of, the Treasurer of the Commonwealth of Australia stating that there are no objections under the Australian Government's foreign investment policy to the acquisition by Noble of the Gloucester shares under the Offer, such notice being unconditional;
2. The expiry of the period provided under the FATA during which the Treasurer may make an order or an interim order under FATA prohibiting the acquisition of Gloucester shares under the Offer, without such an order being made; or
3. if an interim order is made to prohibit the acquisition of the Gloucester shares under the Offer, the subsequent period for making a final order has elapsed, without any such final order being made.
Prescribed Occurrences
That, between the Announcement Date and the end of the Offer Period, no Prescribed Occurrence occurs.

In this Attachment 1: "Announcement Date" means 6 April 2010.
"Bidder" means the wholly owned subsidiary of Noble that will make the Offer.
"Bidder's Statement" means the document, which will be given by Bidder in respect of the Offer pursuant to Part 6.5 of the Corporations Act and in compliance with the requirements of sections 636 and 637 of the Corporations Act.
“FATA” means Foreign Acquisitions and Takeovers Act 1975.
"Gloucester" means Gloucester Coal Limited, ABN 66 008 881 712.
"Macarthur" means Macarthur Coal Ltd, ABN 40 096 001 955.
"Macarthur Takeover Bid for Gloucester" means the takeover bid by Macarthur for all the ordinary shares in Gloucester which was first publicly proposed in an announcement made by Macarthur on 22 December 2009.
“Noble” means Noble Group Limited.
"Offer" means Bidder's offer to acquire all of the ordinary shares of Gloucester as will be set out in the Bidder's Statement.
"Offer Period" means the period during which the Offer will remain open for acceptance, to be specified in the Bidder's Statement.
“Prescribed Occurrence” means any of the following events:

Gloucester converts all or any of its shares into a larger or smaller number of shares;
Gloucester or a Subsidiary of Gloucester resolves to reduce its capital in any way;
Gloucester or Subsidiary of Gloucester:
1. Enters into a buy-back agreement; or
2. Resolves to approve the terms of a buy-back agreement under subsection 257C(1) or 257D(1) of the Corporations Act;
Gloucester or Subsidiary of Gloucester issues shares, or grant an option over its share, or agree to make such an issue or grant such an option
Gloucester or a Subsidiary of Gloucester issues, or agrees to issue, convertible notes;
Gloucester or a Subsidiary of Gloucester disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
Gloucester or a Subsidiary of Gloucester charges, or agrees to charge the whole, or a substantial part, of its business or property;
Gloucester or a Subsidiary of Gloucester resolves to be wound up;
a liquidator or provisional liquidator of Gloucester or of a Subsidiary of Gloucester is appointed;
a court makes an order for the winding up of Gloucester or a Subsidiary of Gloucester;
an administrator of Gloucester or a Subsidiary of Gloucester is appointed under section 436A, 436B or 436C of the Corporations Act;
Gloucester or a Subsidiary of Gloucester executes a deed of company arrangement; or
a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Gloucester or a Subsidiary of Gloucester.

“Subsidiary” has the meaning given to the term in section 9 of the Corporations Act

Attachment 2

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.