NOBLE GROUP LIMITED (Incorporated in Bermuda with limited liability)

Transcription

1 CIRCULAR DATED 8 JUNE 2016 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in the capital of Noble Group Limited (the Company ), you should immediately forward this Circular, the Notice of Special General Meeting and the enclosed proxy form ( Proxy Form ) to the purchaser or transferee, or the stockbroker, bank or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee. In-principle approval has been obtained from the Singapore Exchange Securities Trading Limited (the SGX-ST ) for the listing of and quotation for the Rights Shares (as defined herein) on the Main Board of the SGX-ST, subject to certain conditions. Official quotation of the Rights Shares on the Main Board of the SGX-ST will commence after all conditions imposed by the SGX-ST are satisfied, including all certificates relating thereto having been issued and the notification letters from The Central Depository (Pte) Limited ( CDP ) having been despatched. In-principle approval granted by the SGX-ST for the listing of and quotation for the Rights Shares is not to be taken as an indication of the merits of the Company, its subsidiaries, the Shares (as defined herein), the Rights Issue (as defined herein), the Rights Shares or the Nil-paid Rights (as defined herein). The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained and/or opinions expressed in this Circular. Neither this Circular nor any copy thereof may be released into or distributed directly or indirectly in the United States, the Netherlands or any other jurisdiction where such release or distribution might be unlawful. This Circular is issued to Shareholders (as defined herein) solely for the purpose of convening the SGM (as defined herein) and seeking their approval for the resolutions to be considered at such meeting. Shareholders are authorised to use this Circular solely for the purpose of considering the approvals sought. Persons to whom a copy of this Circular has been issued shall not circulate to any other person, reproduce or otherwise distribute this Circular or any information herein for any purpose whatsoever nor permit or cause the same to occur. This Circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. Distribution of this Circular into jurisdictions other than Singapore may be restricted by law. Persons into whose possession this Circular comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction for which the Company will not accept any liability. This Circular is not an offer for sale of securities into Azerbaijan, Bahrain, Brunei, East Timor, Finland, Guernsey, Japan, Kuwait, Liechtenstein, Malaysia, the Netherlands, Oman, Qatar, South Africa, Ukraine, the United States or elsewhere. The Nil-paid Rights, the Rights Shares, the PALs, the AREs and the ARSs (each as defined herein) have not been and will not be registered under the Securities Act (as defined herein) or under the applicable securities laws of any jurisdiction outside of Singapore and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act or in any other jurisdiction outside of Singapore unless pursuant to an exemption from, or in a transaction not subject to, registration. There will be no public offering of securities in the United States. This Circular does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Nil-paid Rights and Rights Shares in the Kingdom of Saudi Arabia. It is being provided to Shareholders in Saudi Arabia for information purposes only and is not being sent to any persons in Saudi Arabia for the purpose of inviting or inducing them to purchase or subscribe for Nil-paid Rights or Rights Shares. The Capital Market Authority does not make any representation as to the accuracy or completeness of this Circular, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Circular. If you do not understand the contents of this Circular you should consult an authorised financial adviser. This Circular does not constitute making available, an offer for subscription or purchase, or an invitation to subscribe for or purchase, securities in Malaysia. The Offering Information Statement for the Rights Issue has not been and will not be registered as an offering document with the Securities Commission Malaysia and the approval of the Securities Commission Malaysia has not been and will not be sought under the Malaysian Capital Markets and Services Act The Nil-paid Rights and Rights Shares will only be offered in the Netherlands to, and the rights may only be exercised in the Netherlands by, persons or entities that are qualified investors within the meaning of Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). This Circular does not constitute a public offer of the Nil-paid Rights or the Rights Shares, whether by way of sale or subscription, in the PRC. According to the relevant PRC laws and regulations, the Nil-paid Rights and the Rights Shares will not be offered and may not be offered or sold, directly or indirectly, in the PRC to, or for the benefit of, legal or natural persons in the PRC other than qualified domestic institutional investors and persons who are entitled to hold the Shares pursuant to relevant PRC laws and regulations or upon approval of any competent authority. In each case, the Company reserves the absolute discretion in determining whether to allow such participation as well as the identities of the persons who may be allowed to do so. If a Shareholder resident in the PRC and/or any other PRC resident (including both individuals and companies) wishes to invest in Nil-paid Rights or Rights Shares, he/she/it shall be responsible for complying with relevant laws of the PRC. The Company will not be responsible for verifying the PRC legal qualification of such Shareholder and/or resident. A copy of this Circular is being sent to Non-Entitled Shareholders in South Africa for such Non-Entitled Shareholders information purposes only. No action has been taken to authorise the Rights Issue in South Africa. Accordingly, the Nil-paid Rights and/or the Rights Shares may not be offered or sold, or re-offered or resold, to the public in South Africa. This Circular and/or the issuing of Nil-paid Rights or Rights Shares as envisaged in the terms of the Offer Information Statement constitute neither an offer to the public (as that term is defined in the South African Companies Act, 71 of 2008 (as amended or re-enacted) (the South African Companies Act )) in South Africa, nor an advertisement or solicitation in relation to, or in connection with, an offer to the public in South Africa. This Circular does not, nor is it intended to, constitute a registered prospectus (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act. Accordingly, this Circular does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority. NOBLE GROUP LIMITED (Incorporated in Bermuda with limited liability) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE (THE RIGHTS ISSUE ) OF 6,535,409,562 NEW ORDINARY SHARES OF HK$0.25 EACH ( RIGHTS SHARES ) IN THE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.11 FOR EACH RIGHTS SHARE, ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY ONE (1) EXISTING ORDINARY SHARE OF HK$0.25 EACH IN THE CAPITAL OF THE COMPANY HELD BY THE ENTITLED SHAREHOLDERS (AS DEFINED HEREIN) AS AT THE BOOKS CLOSURE DATE (AS DEFINED HEREIN), FRACTIONAL ENTITLEMENTS TO BE DISREGARDED AND THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY FROM HK$3,000,000,000 DIVIDED INTO 12,000,000,000 ORDINARY SHARES OF HK$0.25 EACH IN THE CAPITAL OF THE COMPANY TO HK$8,000,000,000 DIVIDED INTO 32,000,000,000 ORDINARY SHARES OF HK$0.25 EACH. IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 22 June 2016 at a.m. Date and time of Special General Meeting : 24 June 2016 at a.m. Place of Special General Meeting : Grand Ballroom, Level 4 Grand Copthorne Waterfront Hotel 392 Havelock Road Singapore

2 CONTENTS PAGE DEFINITIONS LETTER TO SHAREHOLDERS 1. INTRODUCTION PROPOSED RIGHTS ISSUE SGX-ST APPROVAL FINANCIAL EFFECTS OF THE RIGHTS ISSUE REVIEW OF PAST PERFORMANCE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SPECIAL GENERAL MEETING BOOKS CLOSURE DATE OFFER INFORMATION STATEMENT ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RECOMMENDATION DIRECTORS RESPONSIBILITY STATEMENT CONSENT MATERIAL LITIGATION MATERIAL CONTRACTS DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX REVIEW OF PERFORMANCE AND WORKING CAPITAL NOTICE OF SPECIAL GENERAL MEETING

3 DEFINITIONS In this Circular, the following definitions apply throughout unless the context requires otherwise: 3M : Three months ended 31 March ARE : Application form for Rights Shares and excess Rights Shares to be issued to Entitled Depositors in respect of their provisional allotments of Rights Shares under the Rights Issue ARS : Application form for Rights Shares to be issued to purchasers of the provisional allotments of Rights Shares under the Rights Issue traded on the SGX-ST through the book-entry (scripless) settlement system Authority : Monetary Authority of Singapore Beneficial Owners : Beneficial owners of Shares whose Shares are registered in the name of (a) a registered Shareholder whose share certificates have not been deposited with CDP, or a transferee who has tendered to the Share Transfer Agent registrable transfers of Shares and the certificates relating thereto for registration up to the Books Closure Date or (b) a Shareholder with Shares standing to the credit of its Securities Account(s) as at the Books Closure Date Books Closure Date : The time and date to be determined by the Directors at and on which, subject to the approval of the Rights Issue being obtained at the SGM, the Register of Members and the Share Transfer Books of the Company will be closed to determine the provisional allotments of Rights Shares of Entitled Shareholders under the Rights Issue CDP : The Central Depository (Pte) Limited Circular : This circular to Shareholders dated 8 June 2016 Closing Date : The time and date to be determined by the Directors, being the last time and date for acceptance of and/or excess application and payment for the Rights Shares under the Rights Issue Company : Noble Group Limited Directors : The directors of the Company, as at the date of this Circular Entitled Depositors : Shareholders with Shares standing to the credit of their Securities Accounts as at the Books Closure Date other than Non-Entitled Depositors 2

4 DEFINITIONS Entitled Scripholders : Shareholders whose share certificates have not been deposited with CDP as well as transferees who have tendered to the Share Transfer Agent registrable transfers of Shares and the certificates relating thereto for registration up to the Books Closure Date, in each case other than Non-Entitled Scripholders Entitled Shareholders : Entitled Depositors and Entitled Scripholders EPS : Earnings/(loss) per Share FY : Financial year ended or, as the case may be, ending 31 December Group : The Company and its subsidiaries, collectively HK$ : Hong Kong dollars, being the lawful currency of Hong Kong Increase in Authorised Share Capital : The increase in the authorised share capital of the Company from HK$3,000,000,000 divided into 12,000,000,000 Shares of HK$0.25 each to HK$8,000,000,000 divided into 32,000,000,000 Shares of HK$0.25 each by the creation of an additional 20,000,000,000 new Shares Irrevocable Undertakings : The respective irrevocable undertakings dated 3 June 2016 given by the Undertaking Shareholders to the Company, details of which are set out in Paragraph 2.5 of this Circular Issue Price : The issue price of each Rights Share, being S$0.11 Joint Underwriters : The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, Morgan Stanley Asia (Singapore) Pte., DBS Bank Ltd., Société Générale, Singapore Branch and ING Bank N.V., Singapore Branch Latest Practicable Date : 3 June 2016, being the latest practicable date prior to the printing of this Circular Listing Manual : The listing manual of the SGX-ST, as may be amended or modified from time to time Market Day : A day on which the SGX-ST is open for trading in securities Nil-paid Rights : Provisional allotments of the Rights Shares under the Rights Issue 3

5 DEFINITIONS Non-Entitled Depositors : Shareholders with Shares standing to the credit of their Securities Accounts as at the Books Closure Date (a) whose registered addresses with CDP are in or who are otherwise known to the Company to be resident in, or (b) who are holding Shares on behalf of a Beneficial Owner(s) who is/are known to the Company to be resident in, a Specified Territory as at the Books Closure Date, excluding in each case certain Shareholders, and Shareholders holding Shares on behalf of a Beneficial Owner(s), in the Specified Territories who fulfil the relevant requirements to enable them to participate in the Rights Issue to the satisfaction of the Company, provided that if a Shareholder whose registered address with CDP is not in a Specified Territory holds Shares on behalf of a Beneficial Owner(s) who is/are known to the Company to be resident in a Specified Territory, that Shareholder shall only be considered a Non-Entitled Depositor in respect of the Shares held on behalf of such Beneficial Owner(s) and not in respect of the other Shares held by it either for its own account or on behalf of Beneficial Owners not resident in Specified Territories Non-Entitled Scripholders : Shareholders as at the Books Closure Date whose share certificates have not been deposited with CDP, as well as transferees who have tendered to the Share Transfer Agent registrable transfers of Shares and the certificates relating thereto for registration up to the Books Closure Date, (a) whose registered addresses with the Company are in or who are otherwise known to the Company to be resident in, or (b) who are holding Shares on behalf of a Beneficial Owner(s) who is/are known to the Company to be resident in, a Specified Territory as at the Books Closure Date, excluding in each case certain Shareholders, and Shareholders holding Shares on behalf of a Beneficial Owner(s), in the Specified Territories who fulfil the relevant requirements to enable them to participate in the Rights Issue to the satisfaction of the Company, provided that if a Shareholder or transferee whose registered address is not in a Specified Territory holds Shares on behalf of a Beneficial Owner(s) who is/are known to the Company to be resident in a Specified Territory, that Shareholder or transferee shall only be considered a Non-Entitled Scripholder in respect of the Shares held on behalf of such Beneficial Owner(s) and not in respect of the other Shares held by it either for its own account or on behalf of Beneficial Owners not resident in Specified Territories Non-Entitled Shareholders : Non-Entitled Depositors and Non-Entitled Scripholders NTA : Net tangible assets 4

6 DEFINITIONS Offer Information Statement : The offer information statement, together with the PAL, the ARE, the ARS and all other accompanying documents, including any supplementary or replacement document, to be issued by the Company and lodged with the Authority in connection with the Rights Issue PAL : The provisional allotment letter to be issued to Entitled Scripholders, setting out their provisional allotments of Rights Shares under the Rights Issue Record Date : In relation to any dividends, rights, allotments or other distributions, the time and date on which the names of Shareholders must be registered in the Register of Members or the Securities Accounts of Depositors must be credited with Shares, as the case may be, in order to participate in such dividends, rights, allotments or other distributions Register of Members : Register of members of the Company Rights Issue : The proposed renounceable underwritten rights issue by the Company of 6,535,409,562 Rights Shares at the Issue Price, on the basis of one (1) Rights Share for every one (1) existing Share held by the Entitled Shareholders as at the Books Closure Date, fractional entitlements to be disregarded Rights Shares : 6,535,409,562 new Shares to be allotted and issued by the Company pursuant to the Rights Issue S$ and cents : Singapore dollars and cents, respectively, being the lawful currency of the Republic of Singapore Securities Account : Securities account maintained by a Depositor with CDP (but excluding a securities sub-account maintained with a Depository Agent) Securities Act : The United States Securities Act of 1933 SFA : Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time SFR : Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005, as amended or modified from time to time SGM : The special general meeting of the Company to be held on 24 June 2016 (or any adjournment thereof), notice of which is given on pages 56 to 59 of this Circular 5

7 DEFINITIONS SGX-ST : Singapore Exchange Securities Trading Limited Share Awards : Contingent awards of Shares granted under the Noble Group Restricted Share Plan 2014 Share Options : The rights to acquire Shares granted under the Noble Group Share Option Scheme 2004 and the Noble Group Share Option Scheme 2014 Share Transfer Agent : B.A.C.S. Private Limited Shareholders : Registered holders of Shares in the Register of Members, except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares and where the context so admits, mean the Depositors whose Securities Accounts are credited with those Shares. Any reference to Shares held by or the shareholding of Shareholders shall include Shares standing to the credit of their respective Securities Accounts Shares : Ordinary shares of HK$0.25 each in the capital of the Company Specified Territory : Any jurisdiction outside Singapore in respect of which the Directors determine that it is necessary or expedient not to offer the Nil-paid Rights or the Rights Shares on account either of the legal restrictions under the laws of that jurisdiction or the requirements of a relevant regulatory body or stock exchange in that jurisdiction, and Specified Territories shall be construed accordingly. As at the date of this Circular, it is expected that the Specified Territories shall include Azerbaijan, Bahrain, Brunei, East Timor, Finland, Guernsey, Japan, Kuwait, Liechtenstein, Malaysia, the Netherlands, Oman, Qatar, Saudi Arabia, South Africa, Ukraine and the United States Substantial Shareholders : A person who has an interest or interests in not less than five (5) per cent. of the total votes attached to all the issued voting Shares Undertaken Rights Shares : The Rights Shares which the Undertaking Shareholders have undertaken to subscribe and pay for and/or procure subscription and payment for, pursuant to the Irrevocable Undertakings Undertaking Shareholders : Richard Samuel Elman and Best Investment Corporation Underwriting Agreement : The underwriting agreement dated 3 June 2016 entered into between the Company and the Joint Underwriters in relation to the Rights Issue 6

8 DEFINITIONS Underwritten Rights Shares : The Rights Shares (other than the Undertaken Rights Shares) underwritten by the Joint Underwriters pursuant to the Underwriting Agreement Unit Share Market : The unit share market of the SGX-ST, which allows the trading of single shares U.S. or United States : United States of America, its territories and possessions, any State of the United States, and the District of Columbia US$ and US cents : United States dollars and cents, respectively, being the lawful currency of the United States of America % or per cent. : Per centum or percentage The terms Depositor, Depository Register and Depository Agent shall have the meanings ascribed to them respectively in the SFA. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the SFA, the SFR or the Listing Manual or any modification thereof and not otherwise defined in this Circular shall, where applicable, have the same meaning ascribed to it under the SFA, the SFR or the Listing Manual or such modification thereof, as the case may be. Any reference to a time of a day in this Circular shall be a reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them. 7

9 LETTER TO SHAREHOLDERS NOBLE GROUP LIMITED (Incorporated in Bermuda with limited liability) Directors Registered Office: Executive Directors Richard Samuel Elman (Chairman) William James Randall (Co Chief Executive Officer) Jeffrey Scott Frase (Co Chief Executive Officer) Clarendon House 2 Church Street Hamilton HM 11 Bermuda Non-Executive Director Yu Xubo (Patrick) Independent Non-Executive Directors David Gordon Eldon (Vice Chairman) Christopher Dale Pratt (Lead Independent Director) Paul Jeremy Brough Iain Ferguson Bruce Robert Tze Leung Chan Irene Yun Lien Lee Richard Paul Margolis David Yeow 8 June 2016 To: The Shareholders of Noble Group Limited Dear Sir/Madam 1. INTRODUCTION 1.1 On 3 June 2016, the Company announced that the Directors proposed to carry out the Rights Issue, subject to certain conditions which are set out in Paragraph 2.4 of this Circular. On 6 June 2016, the Company also announced that the SGX-ST had granted its in-principle approval for the listing of and quotation for the Rights Shares on the Main Board of the SGX-ST, subject to certain conditions which are set out in Paragraph 3 of this Circular. Official quotation of the Rights Shares on the Main Board of the SGX-ST will commence after all conditions imposed by the SGX-ST are satisfied. In-principle approval granted by the SGX-ST for the listing of and quotation for the Rights Shares is not to be taken as an indication of the merits of the Company, its subsidiaries, the Shares, the Rights Issue, the Rights Shares or the Nil-paid Rights. The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained and/or opinions expressed in this Circular. To cater for the enlarged share capital arising from the Rights Issue, the Company is also proposing to increase the authorised share capital of the Company from HK$3,000,000,000 divided into 12,000,000,000 Shares of HK$0.25 each to HK$8,000,000,000 divided into 32,000,000,000 Shares of HK$0.25 each. 8

10 LETTER TO SHAREHOLDERS Please see Paragraphs 2 and 6 of this Circular for further information on the proposed Rights Issue and Increase in Authorised Share Capital. 1.2 SGM. The purpose of this Circular is to provide Shareholders with information pertaining to, and to seek Shareholders approval at the SGM for, the Rights Issue and the Increase in Authorised Share Capital. Notice of the SGM is set out on pages 56 to 59 of this Circular. This Circular has been prepared solely for the purpose set out herein and may not be relied upon by any persons (other than Shareholders) nor for any other purpose. 2. PROPOSED RIGHTS ISSUE 2.1 Principal Terms. The principal terms of the Rights Issue and the Rights Shares are summarised below: Basis of provisional allotment : The Rights Issue will be made on a renounceable basis to Entitled Shareholders on the basis of one (1) Rights Share for every one (1) existing Share standing to the credit of the Securities Accounts of the Entitled Depositors or held by the Entitled Scripholders, as the case may be, as at the Books Closure Date, fractional entitlements to be disregarded. Issue Price : S$0.11 for each Rights Share, payable in full upon acceptance and/or application. The Issue Price represents (a) a discount of approximately 63.3% to the closing price of S$0.30 per Share on the SGX-ST on 2 June 2016, being the last Market Day before the date of announcement of the Rights Issue; and (b) a discount of approximately 46.3% to the theoretical ex-rights price of S$0.21 (being the theoretical market price of each Share assuming the completion of the Rights Issue, and which is calculated based on the closing price of S$0.30 per Share on the SGX-ST on 2 June 2016, being the last Market Day before the date of announcement of the Rights Issue, and the total number of Shares following the completion of the Rights Issue). Status of Rights Shares : The Rights Shares are payable in full upon acceptance and/or application and will, upon allotment and issue, rank pari passu in all respects with the then existing issued Shares, except that they will not rank for any dividends, rights, allotments or other distributions, the Record Date for which falls before the date of issue of the Rights Shares. 9

11 LETTER TO SHAREHOLDERS Number of Rights Shares to be issued : Based on the issued share capital of the Company as at the Latest Practicable Date of 6,535,409,562 Shares (excluding treasury shares), the Company will issue 6,535,409,562 Rights Shares. As at the Latest Practicable Date, the Company has outstanding options to acquire Shares granted under the Noble Group Share Option Scheme 2004 which are exercisable prior to the Books Closure Date. As such options are out-of-the-money as at the Latest Practicable Date, it is assumed that none of these options will be exercised on or before the Books Closure Date and the Company has not, as at the Latest Practicable Date, received any notice of exercise for any of such options. As at the Latest Practicable Date, the Company has granted share awards under the Noble Group Restricted Share Plan 2014 which may vest prior to the Books Closure Date. Any such vesting of share awards under the Noble Group Restricted Share Plan 2014 will be satisfied by existing Shares that are held on trust by an appointed trustee on behalf of selected employees of the Company, and will not give rise to any increase in the total number of Rights Shares to be issued. Eligibility to Participate : As there may be prohibitions or restrictions against the offering of Rights Shares in certain jurisdictions, only Entitled Shareholders are eligible to participate in the Rights Issue. Please see Paragraph 2.7 of this Circular for details on the eligibility of Shareholders to participate in the Rights Issue. Listing of the Rights Shares : The SGX-ST has, on 3 June 2016, granted its in-principle approval for the listing of and quotation for the Rights Shares on the Main Board of the SGX-ST, subject to certain conditions, details of which are set out in Paragraph 3 of this Circular. In-principle approval granted by the SGX-ST for the listing of and quotation for the Rights Shares is not to be taken as an indication of the merits of the Company, its subsidiaries, the Shares, the Rights Issue, the Rights Shares or the Nil-paid Rights. The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained and/or opinions expressed in this Circular. 10

12 LETTER TO SHAREHOLDERS Trading of the Rights Shares : Upon the listing of and quotation for the Rights Shares on the Main Board of the SGX-ST, the Rights Shares will be traded on the Main Board of the SGX-ST under the book-entry (scripless) settlement system. For the purposes of trading on the Main Board of the SGX-ST, each board lot of Shares will comprise 100 Shares. Trading of Odd Lots of Shares Acceptance, excess application and payment procedures : Eligible Shareholders who hold odd lots of Shares (that is, lots other than board lots of 100 Shares) and who wish to trade in odd lots are able to trade odd lots of Shares on the SGX-ST s Unit Share Market. The Unit Share Market is a ready market for trading of odd lots of Shares with a minimum size of one (1) Share. : Entitled Shareholders will be at liberty to accept, decline or renounce their provisional allotments of the Rights Shares and will be eligible to apply for Rights Shares in excess of their provisional allotments under the Rights Issue. Entitled Depositors will also be able to trade on the SGX-ST during the provisional allotment trading period prescribed by the SGX-ST their provisional allotments of Rights Shares. Fractional entitlements to the Rights Shares will be aggregated and used with provisional allotments which are not taken up or allotted for any reason to satisfy excess applications for Rights Shares (if any) or disposed of or otherwise dealt with in such manner as the Directors may, in their absolute discretion, deem fit for the benefit of the Company. In the allotment of excess Rights Shares, preference will be given to Shareholders for the rounding of odd lots, and Directors and Substantial Shareholders who have control or influence over the Company in connection with the day-to-day affairs of the Company or the terms of the Rights Issue, or have representation (direct or through a nominee) on the board of Directors of the Company, including the Undertaking Shareholders, will rank last in priority for rounding of odd lots and allotment of excess Rights Shares. 11

13 LETTER TO SHAREHOLDERS The procedures for, and the terms and conditions applicable to, acceptances, renunciation and/or sales of the provisional allotments of Rights Shares and for the applications for excess Rights Shares, including the different modes of acceptance or application and payment, will be set out in the Offer Information Statement. Estimated Net Proceeds from the Rights Issue : The estimated net proceeds from the Rights Issue after taking into account the estimated expenses of approximately S$22.8 million for the Rights Issue are expected to be approximately S$696.1 million. Governing law : Laws of Singapore. The terms and conditions of the Rights Issue are subject to such changes as the Directors, after consultation with the Joint Underwriters, may deem appropriate. The final terms and conditions of the Rights Issue will be contained in the Offer Information Statement to be lodged with the Authority and despatched by the Company to Entitled Shareholders in due course, subject to, inter alia, the approval of the Shareholders for the Rights Issue and the Increase in Authorised Share Capital at the SGM. 2.2 Rationale. The Rights Issue has been proposed to form part of the Company s ongoing and prudent balance sheet management and further enhance the financial flexibility of the Group. The Company has agreed with certain of its banks to raise not less than US$500 million in equity by 1 July 2016 or procure that satisfactory alternative arrangements are entered into with those banks including potentially the granting of security over the shares of Noble Americas Energy Solutions LLC. 2.3 Use of Proceeds. The gross proceeds from the Rights Issue are expected to be approximately S$718.9 million. The estimated net proceeds from the Rights Issue after taking into account the estimated expenses of approximately S$22.8 million for the Rights Issue are expected to be approximately S$696.1 million. The net proceeds will be used for debt repayment, working capital and general corporate purposes. The Company anticipates that approximately 20% of the net proceeds will be used for repayment of part of the Group s syndicated loan facilities which are the Group s 2013 term loan which matures in May 2017, the Group s May 2015 revolving credit facility which matures in May 2018 and the Group s May 2016 revolving credit facility (the proceeds of which were used to refinance existing borrowings) which matures in May The remaining 80% of the net proceeds will be used for working capital and general corporate purposes. As at the Latest Practicable Date, the Company has not identified specific instances in which the net proceeds would be used for such working capital and general corporate purposes. However, it is currently envisaged that the net proceeds may potentially be used in the Group s core oil liquids, coal and gas and power businesses, including in relation to inventory financing, margin posting requirements and extending trade credit to counterparties. 12

14 LETTER TO SHAREHOLDERS While these potential uses cited above are not exhaustive and the Company may apply the net proceeds towards other working capital or general corporate purposes, it may be noted that the Company has also undertaken to the SGX-ST to disclose a breakdown with specific details on the use of proceeds for working capital in the Company s announcements on use of proceeds and in the Company s annual report. Pending the deployment of the net proceeds from the Rights Issue, such proceeds may be deposited with banks and/or financial institutions, invested in short-term money market instruments and/or marketable securities, or used for any other purposes on a short-term basis as the Directors may deem appropriate in the interests of the Group. The Company will make periodic announcements on the utilisation of such proceeds from the Rights Issue as the funds from the Rights Issue are materially disbursed and provide a status report on the use of the proceeds in the Company s annual report. 2.4 Conditions to the Rights Issue. Shareholders should note that the Rights Issue is subject to, among others, the following: (a) (b) the receipt by the Company of the in-principle approval from the SGX-ST for the listing of and quotation for the Rights Shares on the Main Board of the SGX-ST; the approval of Shareholders at the SGM for the Rights Issue and the Increase in Authorised Share Capital as a single ordinary resolution, including the allotment and issue of the Rights Shares; and (c) the lodgement of the Offer Information Statement, together with all other accompanying documents (if applicable) to be issued by the Company in connection with the Rights Issue, with the Authority. 2.5 Irrevocable Undertakings Irrevocable Undertakings. The Undertaking Shareholders, namely, Richard Samuel Elman and Best Investment Corporation (its ultimate holding company being China Investment Corporation) have each given an Irrevocable Undertaking to the Company for, among other things, the following: (a) in the case of Richard Samuel Elman, to procure the subscription and payment for an aggregate of 625,900,000 Rights Shares (the RSE Undertaken Rights Shares ) which Noble Holdings Limited ( NHL ) is entitled to subscribe for under the Rights Issue, representing 9.58% of the number of Rights Shares which may be issued under the Rights Issue; and (b) in the case of Best Investment Corporation, to subscribe and pay for 630,559,454 Rights Shares, representing 9.65% of the number of Rights Shares which may be issued under the Rights Issue, (collectively, the Undertaken Rights Shares ). 13

15 LETTER TO SHAREHOLDERS The Undertaken Rights Shares constitute approximately 19.23% of the total number of Rights Shares. As at the date of the Irrevocable Undertakings: (i) Richard Samuel Elman has deemed interests in an aggregate of 1,456,327,737 Shares (held directly and indirectly by NHL and Temple Trading Asia Limited ( TTAL )), representing in aggregate approximately 22.28% of the total number of issued Shares (excluding treasury shares); and (ii) Best Investment Corporation has direct interests in an aggregate of 630,559,454 Shares, representing in aggregate approximately 9.65% of the total number of issued Shares (excluding treasury shares). With respect to the other shares that NHL and TTAL would be entitled to subscribe for under the Rights Issue, NHL and TTAL intend to sell sufficient Shares and/or Nil-paid Rights in order to subscribe for their remaining Rights Shares to which they will be entitled to reduce their dilution to the extent practicable. Such sales may take place before or after the Books Closure Date. Where any Shares are sold before the Books Closure Date, such sales will not reduce NHL s and TTAL s shareholdings below the number of Shares required to take up the RSE Undertaken Rights Shares. Pursuant to the Irrevocable Undertaking given by Richard Samuel Elman, Richard Samuel Elman has also undertaken to use his best endeavours to procure that TTAL and NHL do not, among other things, directly or indirectly offer, sell or otherwise dispose of any Shares (including without limitation, any Rights Shares acquired pursuant to the Rights Issue) during a period commencing from the last time and date for acceptance of and/or excess application and payment for the Rights Shares under the Rights Issue until the date falling 90 days from the date of issue of the Rights Shares. Further, the Undertaking Shareholders have also irrevocably undertaken to the Company to: (1) in the case of Richard Samuel Elman, procure NHL and TTAL to vote in favour of the resolution to approve the Rights Issue at the SGM; and (2) in the case of Best Investment Corporation, to vote in favour of the resolution to approve the Rights Issue at the SGM Conditions. The undertaking by Best Investment Corporation to subscribe and pay for the Rights Shares as set out above is subject to and conditional upon, among other things, the approval of Shareholders at the SGM for the Rights Issue. 2.6 Underwritten Rights Issue. The Rights Shares (excluding the Undertaken Rights Shares) (the Underwritten Rights Shares ) have been underwritten by the Joint Underwriters at the Issue Price on the terms and subject to the conditions of the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Company will pay (i) the Joint Underwriters an underwriting fee of 3.0% (plus any applicable goods and services tax) of the product of the Issue Price and the Underwritten Rights Shares, to be shared equally between the Joint Underwriters; and (ii) The Hongkong and Shanghai Banking Corporation Limited, Singapore 14

16 LETTER TO SHAREHOLDERS Branch ( HSBC ) and Morgan Stanley Asia (Singapore) Pte. ( MS ) an incentive fee of 0.75% of the product of the Issue Price and the Underwritten Rights Shares, the fee to be shared equally between HSBC and MS. The Joint Underwriters may, under the terms of the Underwriting Agreement, terminate the agreement in certain circumstances, including, among other things, the occurrence of a change or development involving a prospective change which has or will have a material adverse effect on the condition (financial or otherwise), business, assets, prospects or ongoing results of operations of the Group. In addition, under the terms of the Underwriting Agreement, the Underwriting Agreement will automatically terminate in certain circumstances unless otherwise agreed in writing by the Joint Underwriters and the Company. The Joint Underwriters may not terminate the Underwriting Agreement for reason of a force majeure event on or after the commencement of Shares trading ex-rights without consulting the SGX-ST on such termination. 2.7 Eligibility of Shareholders to Participate in the Rights Issue Entitled Shareholders will be entitled to participate in the Rights Issue and to receive the Offer Information Statement together with the AREs or PALs, as the case may be, and its accompanying documents at their respective addresses, as maintained in the records of CDP or the Company, as the case may be. Entitled Depositors who do not receive the Offer Information Statement and AREs may obtain them from CDP during the period from the date the Rights Issue commences up to the Closing Date. Entitled Scripholders who do not receive the Offer Information Statement and the PALs may obtain them from the Share Transfer Agent during the period from the date the Rights Issue commences up to the Closing Date. Entitled Shareholders will be provisionally allotted the Rights Shares under the Rights Issue on the basis of their shareholdings as at the Books Closure Date. Full details of the Rights Issue will be set out in the Offer Information Statement to be despatched to Entitled Shareholders in due course. Entitled Scripholders are encouraged to open Securities Accounts if they have not already done so and to deposit their share certificates with CDP prior to the Books Closure Date so that their Securities Accounts may be credited by CDP with their Shares and the provisional allotments of Rights Shares. Entitled Scripholders should note that their Securities Accounts will only be credited with the Shares on the twelfth (12th) Market Day from the date of lodgement of the share certificates with CDP or such later date as CDP may determine Provisional Allotments. Entitled Shareholders will be at liberty to accept, decline or otherwise renounce their provisional allotments of the Rights Shares and will be eligible to apply for additional Rights Shares in excess of their provisional allotments under the Rights Issue. Entitled Depositors will also be able to trade on the SGX-ST during the provisional allotment trading period prescribed by the SGX-ST their provisional allotments of Rights Shares. Fractional entitlements to the Rights Shares will be aggregated and used with provisional allotments which are not taken up or allotted for any reason to satisfy excess applications for Rights Shares (if any) or disposed of or otherwise dealt with in such manner as the Directors may, in their absolute discretion, deem fit for the benefit of the Company. In the allotment of excess Rights Shares, preference will be given to Shareholders for rounding of odd lots, and Directors and Substantial Shareholders who have control or influence over the Company in connection with the day-to-day affairs of the Company or the 15

17 LETTER TO SHAREHOLDERS terms of the Rights Issue, or have representation (direct or through a nominee) on the board of Directors of the Company, including the Undertaking Shareholders, will rank last in priority for the rounding of odd lots and allotment of excess Rights Shares. All dealings in and transactions of the provisional allotments of Rights Shares through the SGX-ST will be effected under the book-entry (scripless) settlement system. Accordingly, the PALs to be issued to Entitled Scripholders will not be valid for delivery pursuant to trades done on the SGX-ST Non-Entitled Shareholders. The Offer Information Statement and its accompanying documents will not be registered, lodged or filed in any jurisdiction other than in Singapore. The distribution of the Offer Information Statement and its accompanying documents may be prohibited or restricted (either absolutely or subject to various relevant securities requirements, whether legal or administrative, being complied with) in certain jurisdictions under the relevant securities laws of those jurisdictions. For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the Offer Information Statement and its accompanying documents will not be despatched to Non-Entitled Shareholders. The Rights Shares will NOT be offered to Non-Entitled Shareholders. Non-Entitled Shareholders will not be entitled to participate in the Rights Issue and no provisional allotment of the Rights Shares will be made to Non-Entitled Shareholders and no purported acceptance thereof or application therefore by Non-Entitled Shareholders will be valid. Depositors should note that all correspondences and notices will be sent to their last registered addresses with CDP. Depositors who wish to maintain a mailing address ( Rights Mailing Address ) with CDP for the purpose of receiving the Rights Issue documents should inform CDP in writing at 11 North Buona Vista Drive, #06-07 The Metropolis Tower 2, Singapore Depositors are reminded that any request to register a Rights Mailing Address or to effect any change in address must reach CDP not later than three (3) Market Days before the Books Closure Date. Shareholders (not being Depositors) who do not presently have an address for the service of notices and documents and who wish to be eligible to participate in the Rights Issue should provide such an address by notifying in writing the Share Transfer Agent, B.A.C.S. Private Limited at 8 Robinson Road, #03-00 ASO Building, Singapore , not later than three (3) Market Days before the Books Closure Date. Entitlements to Rights Shares which would otherwise accrue to Non-Entitled Shareholders will, if practicable, be sold Nil-paid on the SGX-ST after dealings in the provisional allotments of Rights Shares commence. Such sales may, however, only be effected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account expenses to be incurred in relation thereto. The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Non-Entitled Shareholders in proportion to their respective shareholdings as at the Books Closure Date and sent to them at their own risk by ordinary post, provided that where the amount of net proceeds to be distributed to any single Non-Entitled Shareholder or persons acting to the account or benefit of any such persons is less than S$10.00, the Company shall be entitled to retain or deal with such net 16

18 LETTER TO SHAREHOLDERS proceeds as the Directors may, in their absolute discretion, deem fit for the sole benefit of the Company and no Non-Entitled Shareholders or persons acting to the account or benefit of any such persons shall have any claim whatsoever against the Company, the Directors, the Joint Underwriters, the Share Transfer Agent or CDP and their respective officers in connection therewith. Where such provisional allotment of Rights Shares are sold Nil-paid on the SGX-ST, they will be sold at such price or prices as the Company may, in its absolute discretion, decide and Non-Entitled Shareholders or persons acting to the account or benefit of any such persons shall not have any claim whatsoever against the Company, the Directors, the Joint Underwriters, the Share Transfer Agent or CDP and their respective officers in respect of such sales or the proceeds thereof, the provisional allotment of Rights Shares or the Rights Shares represented by such provisional allotments. If such provisional allotments cannot be or are not sold on the SGX-ST as aforesaid for any reason by such time as the SGX-ST shall have declared to be the last day for trading in the provisional allotment of Rights Shares, the Rights Shares represented by such provisional allotments will be issued to satisfy excess applications or dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company and no Non-Entitled Shareholder or persons acting to the account or benefit of any such persons shall have any claim whatsoever against the Company, the Directors, the Joint Underwriters, the Share Transfer Agent or CDP and their respective officers in connection therewith. Shareholders should note that the special arrangements described above will apply only to Non-Entitled Shareholders, subject to certain limited exceptions. The Rights Shares which are not otherwise taken up or allotted for any reason shall be used to satisfy applications for excess Rights Shares or dealt with in such manner as the Directors may, in their absolute discretion, deem fit. In the allotment of excess Rights Shares, preference will be given to Shareholders for rounding of odd lots, and Directors and Substantial Shareholders who have control or influence over the Company in connection with the day-to-day affairs of the Company or the terms of the Rights Issue, or have representation (direct or through a nominee) on the board of Directors of the Company, including the Undertaking Shareholders, will rank last in priority for rounding of odd lots and allotment of excess Rights Shares. Notwithstanding the above, Shareholders and any other persons having possession of the Offer Information Statement and/or its accompanying documents are advised to keep themselves informed of and to observe any legal requirements applicable thereto at their own expense and without liability to the Company, the Joint Underwriters or any other person involved in the Rights Issue. No person in any territory outside Singapore receiving the Offer Information Statement and/or its accompanying documents may treat the same as an offer, invitation or solicitation to subscribe for any Rights Shares unless such offer, invitation or solicitation can lawfully be made without violating any registration or other regulatory or legal requirements in such territories Offer Information Statement. The procedures for, and the terms and conditions applicable to, the acceptances, renunciations and/or sales of the provisional allotments of the Rights Shares and for the excess applications for the Rights Shares pursuant to the Rights Issue, including the different modes of acceptance or application and payment, will 17