22 December 2009 Hong Kong

PROPOSED DISPOSAL OF SHARES IN GLOUCESTER COAL LIMITED (“GLOUCESTER”), DONALDSON COAL HOLDINGS LIMITED (“DONALDSON”) AND MIDDLEMOUNT COAL PTY LTD (“MIDDLEMOUNT”) AND THE PROPOSED ACQUISITION OF SHARES IN MACARTHUR COAL LIMITED (“MACARTHUR”)

1. INTRODUCTION

1.1 Gloucester Offer. The Board of Directors (“Board”) of Noble Group Limited (the “Company” or “Noble”) wishes to announce that Macarthur has today announced an intention to make an off-market takeover offer to acquire all of the issued securities of Gloucester (the “Gloucester Offer”). Under the Gloucester Offer, Macarthur is providing Gloucester shareholders 0.84 Macarthur shares (“Macarthur Shares”) for every 1.00 Gloucester share (“Gloucester Share”) held (“All Scrip Offer”).

1.2 All Scrip Offer. The All Scrip Offer implies a Gloucester Offer price of US$7.21 (A$8.16) per Gloucester security1 valuing the Gloucester Shares at A$668.5 million (US$591.3 million) on a fully diluted basis and Noble’s 87.7% shareholdings in Gloucester at A$586.3 million (US$518.6 million). Macarthur will also make an all cash alternative available to Gloucester shareholders under the Gloucester Offer, at A$8.00 (US$7.08) per Gloucester Share held (“All Cash Alternative”).

1.3 Agreements. In connection with the Gloucester Offer, the Board is pleased to announce that the Company has entered into the following arrangements with Macarthur:

1. Transaction Facilitation Deed. A transaction facilitation deed (“Transaction Facilitation Deed”) setting out the parties’ agreement with respect to the Gloucester Offer. Details of the Transaction Facilitation Deed are set out in paragraph 2;
2. Donaldson Term Sheet. A non-binding statement of principle with respect to certain high level commercial terms including, inter alia, the purchase by Macarthur of a majority interest (currently expected to be 79.9%) of the shares of Donaldson (the “Donaldson Shares”) held by the Company and its subsidiaries (the “Group”) (“Donaldson Term Sheet”). Details of the Donaldson Term Sheet are set out in paragraph 3. The terms set out in the Donaldson Term Sheet are subject to a binding share sale deed to be executed between the relevant parties (the “Donaldson Share Sale Deed”); and
3. Middlemount Term Sheet. A binding term sheet with respect to, inter alia, the purchase by Custom Mining Pty Ltd (“Custom Mining”) of all the shares of Middlemount (the “Middlemount Shares”) held by the Group (“Middlemount Term Sheet”). Details of the Middlemount Term Sheet are set out in paragraph 4. The terms set out in the Middlemount Term Sheet will be encapsulated in a share sale deed to be executed between the relevant parties (the “Middlemount Share Sale Deed”).

1.4 Disposals. Accordingly, it is proposed that the Group:

1. dispose of 71,902,868 Gloucester Shares should it choose to accept the Gloucester Offer (the “Gloucester Disposal”);
2. dispose of at least 255,680,000 Donaldson Shares pursuant to, and in accordance with, the terms of the Donaldson Share Sale Deed (the “Donaldson Disposal”); and
3. dispose of 81,450 Middlemount Shares pursuant to, and in accordance with, the terms of the Middlemount Share Sale Deed (the “Middlemount Disposal”),

1.5 Acquisition. In the event the Group accepts the Gloucester Offer it will elect the All Scrip Offer. Assuming the Group tenders its entire shareholdings in Gloucester comprising 71,902,868 Gloucester Shares in acceptance of the Gloucester Offer, the Group will receive 60,398,409 Macarthur Shares, representing approximately 17 per cent. of the enlarged share capital of Macarthur. Accordingly, it is proposed that the Group will acquire 82,903,564 Macarthur Shares (the “Acquired Shares”) representing approximately 24 per cent. of the enlarged share capital of Macarthur comprising 60,398,409 Macarthur Shares from the Gloucester Offer and 22,505,155 Macarthur Shares from the Donaldson Disposal and Middlemount Disposal (the “Acquisition”, together with the Disposals, the “Transactions”).

2. TRANSACTION FACILITATION DEED

Transaction Facilitation Deed. Pursuant to the Transaction Facilitation Deed, the Company has agreed various matters in relation to the Transactions, including that:

1. if any Group company holding Gloucester Shares accepts (in full or in part) the Gloucester Offer, the Company will procure that such entity elects to accept the All Scrip Offer;
2. subject to agreement and documentation of the Middlemount Disposal and the Donaldson Disposal to the Company's satisfaction by 28 February 2010, if any Group company holding Gloucester Shares does not accept (in full or in part) the Gloucester Offer when the Transactions are unconditional (with certain exceptions), the Company will deliver to Macarthur a deed executed by Paway Limited (“Paway”) (a wholly-owned subsidiary of the Company) (“Termination Deed”) terminating the Middlemount Coal Mine Call Option Deed Customer Mining (Middlemount) Pty Ltd between Custom Mining and Paway dated 4 April 2007 (“Call Option Deed”). The Company is not required to deliver the Termination Deed if a Group company has not accepted the Gloucester Offer as a result of any regulatory action which means that acceptance of the Gloucester Offer is or could be prohibited or result in materially adverse consequences for any Group company or which requires the Group company to accept or support any other proposal to acquire control of Gloucester. In those circumstances, the Company must pay to Macarthur A$20.0 million (US$17.7 million) on or before the fifth business day after the close of the Gloucester Offer except to the extent that payment of all or any of such amount constitutes unacceptable circumstances, is unlawful or is restrained or prohibited by the order of a regulatory authority; and
3. subject to agreement and documentation of the Middlemount Disposal and the Donaldson Disposal to the Company's satisfaction by 28 February 2010, for 12 months after the issue of Macarthur shares to a Group company under the Gloucester Offer, it will not, and will procure that the Group will not, acquire an interest in Macarthur Shares greater than 24 per cent. (or such higher percentage holding which results from the Transactions) of the enlarged share capital of Macarthur, except if a third party announces a proposal to acquire control of Macarthur, CITIC Resources Holdings Limited acquires or becomes entitled to acquire an interest in Macarthur which is the same as or greater than the Group's interest in Macarthur, or in connection with a DRP, buy back or pro rata offer to shareholders of Macarthur.

3. DONALDSON TERM SHEET

Donaldson Term Sheet. Pursuant to the Donaldson Term Sheet, it is proposed that the Company sell or procure that the Group will sell a majority interest (currently proposed to be 79.9%) of the issued share capital of Donaldson. The Donaldson Term Sheet is non-binding and contains certain high level commercial terms, however there are a number of key commercial terms that are yet to be negotiated and there is no guarantee that it will be possible to reach agreement on binding agreements.

Consideration. It is proposed that the consideration payable for Donaldson (including the cancellation of a royalty) will be in aggregate A$185.8 million (US$164.3 million) (the “Donaldson Consideration”) which will be satisfied by a combination of cash and Macarthur Shares. The Donaldson Consideration was arrived at on a willing seller willing buyer basis after taking into account, inter alia, prevailing coal market conditions and a financial and technical evaluation of Donaldson.

Conditions Precedent. Completion of the Donaldson Disposal is subject to, inter alia,:

1. Macarthur obtaining foreign investment review board (“FIRB”) approval for each of the Transactions;
2. the Group accepting the Gloucester Offer in respect of its shareholdings in Gloucester;
3. the Gloucester Offer being made and becoming unconditional;
4. approval from the shareholders of Macarthur in relation to the Transactions;
5. the Middlemount Share Sale Deed becoming unconditional; and
6. change in control consents being obtained in relation to certain agreements

Post Donaldson Completion. Upon completion of the Donaldson Disposal, Donaldson will cease to be a subsidiary of the Group. However, the Group will retain an indirect interest in Donaldson through its 24 per cent. shareholding in the enlarged share capital of Macarthur. It is also envisaged that the Company will retain a minority ownership interest in Donaldson and will remain responsible for logistics and shipping of Donaldson's products under a coal supply chain management agreement.

Further details on the Donaldson Disposal will be provided when the Donaldson Share Sale Deed is executed.

4. MIDDLEMOUNT TERM SHEET

Middlemount Term Sheet. The Middlemount Term Sheet provides that:

1. the Company will procure Paway to sell 81,450 Middlemount Shares, representing approximately 25.34 per cent. of the issued share capital of Middlemount to Custom Mining;
2. Paway will enter into an agreement to reduce the royalties payable under the royalty deed between Noble Resources Pte Ltd, Oceltip Pty Ltd, Middlemount and Ribfield Pty Ltd dated 7 June 2007;
3. Paway will enter into an agreement for the cancellation of the Call Option Deed between Custom Mining and Paway dated 4 April 2007; and
4. Middlemount will repay all the shareholders loans provided by Paway to Middlemount, and that Custom Mining will provide Middlemount the necessary funds to do so,

4.2 Consideration. The consideration payable for the Middlemount Transactions is A$207.5 million (US$183.5 million) (the “Middlemount Consideration”) which will be satisfied by:

1. the issue of A$80.5 million (US$71.2 million) in Macarthur Shares; and
2. A$127.0 million (US$112.3 million) in cash, less the amounts owed to the Group at completion.

The Middlemount Consideration was arrived at on a willing seller willing buyer basis after taking into account, inter alia, prevailing coal market conditions and a financial and technical evaluation of Middlemount.

The Middlemount Consideration may, in accordance with the terms of the Middlemount Term Sheet, be adjusted based on the working capital and capital expenditure of Middlemount and its subsidiaries as at completion. Any adjustment to the Middlemount Consideration will be settled in cash.

4.3 Conditions Precedent. Completion of the Middlemount Transactions is subject to, inter alia,:

1. Macarthur obtaining FIRB approval for each of the Transactions;
2. the Group accepting the Gloucester Offer in respect of its shareholdings in Gloucester;
3. the Gloucester Offer being made and becoming unconditional;
4. approval from the shareholders of Macarthur in relation to the Transactions;
5. a binding Donaldson Share Sale Deed being entered into and becoming unconditional;
6. approval from the shareholders of the Company for the Disposals;
7. favourable independent expert's reports obtained for both Macarthur and Gloucester shareholders on all relevant transactions; and
8. Noble obtaining FIRB approval for its acquisition of Macarthur shares under the Transactions.

4.4 Post Middlemount Completion. Upon completion of the Middlemount Disposal, the Company will cease to hold an interest in Middlemount through its wholly-owned subsidiary. However, the Company will retain an indirect interest in Middlemount through its 24 per cent. shareholding in the enlarged share capital of Macarthur.

Further details on the Middlemount Transactions will be provided when the Middlemount Share Sale Deed is executed.

5. RATIONALE FOR THE TRANSACTIONS

Commenting on the transactions, Richard Elman, Noble's Chief Executive Officer said “These Transactions validate the importance we place on adding value at all stages of the supply chain for the key commodities in which we trade. The combination of these highly complementary assets will provide Noble with exposure to what will be the largest independent coal producer in Australia, a critical supplier to the Asian growth markets.”

Ricardo Leiman, Noble's Chief Operating Officer added, “Noble remains focused on the strategic importance of Australia and the Asia Pacific region in supplying coal and energy to emerging and developing markets. We are excited about becoming a cornerstone investor and the largest shareholder in what will truly be Australia's leading independent coal producer with multiple operations providing scale, geographic and product diversity.”

William Randall, Head of Noble’s Energy Coal and Carbon Division commented, “These transactions provide Noble with an opportunity to consolidate its coal interests in Australia and continue to promote growth of independent coal suppliers in this region whilst extracting value from the strategic benefits of combining these operations. Macarthur has an attractive pipeline of projects, which Noble looks forward to being part of. We believe over the next 10 years we can support Macarthur to develop its project pipeline and increase its scale and size as an independent ASX-listed coal producer."

6. AGGREGATE CONSIDERATION AND USE OF PROCEEDS

In the event that the Transactions proceed to completion, the Company will receive an aggregate consideration of 82,903,564 Macarthur Shares and A$175.0 million (US$154.8 million) in cash. Noble will reinvest the cash proceeds from the Transactions in its global energy platforms at the appropriate time.

7. VALUES

Values for the Gloucester Disposal

1. Asset Value. As at 30 September 20092, the book value of the Gloucester Disposal was approximately US$546,258,000 and the net tangible asset value of the Gloucester Disposal was approximately US$546,258,000. Based on the weighted average share price of the Gloucester Shares on the Australian Stock Exchange (“ASX”) on 21 December 2009 (being the last market day on which the Gloucester Shares were traded on the ASX preceding the date of this announcement), the market value of the Gloucester Disposal is approximately A$470,626,000 (US$416,269,000).
2. Net Profits. The net profits before tax, minority interests and exceptional items attributable to the Gloucester Disposal for the third quarter ended 30 September 20092 is approximately US$15,411,000.

7.2 Values for the Donaldson Disposal

1. Asset Value. The book value of the Donaldson Disposal was approximately US$75,004,000 and the net tangible asset value of the Donaldson Disposal was approximately US$75,004,000 3.
2. Net Profits. The net profits before tax, minority interests and exceptional items attributable to the Donaldson Disposal for the third quarter ended 30 September 2009 is approximately US$38,668,0003.

7.3 Values for the Middlemount Disposal

1. Asset Value. As at 30 September 2009, the book value of the Middlemount Disposal was approximately US$102,030,000 and the net tangible asset value of the Middlemount Disposal was approximately US$102,030,000.
2. Net Profits. The net losses before tax, minority interests and exceptional items attributable to the Middlemount Disposal for the third quarter ended 30 September 2009 is approximately US$1,921,000.

7.4 Values for the Acquisition

1. Asset Value. As at 30 June 20094, the book value of the Acquired Shares was approximately US$821,600,000 and the net tangible asset value of the Acquired Shares was approximately US$821,600,000.
2. Net Profits. The net profits before tax, minority interests and exceptional items attributable to the Acquired Shares for the financial year ended 30 June 2009 is approximately US$47,280,000.

8. INFORMATION ON COMPANIES

8.1 Macarthur. Macarthur (ASX: MCC) is an Australian coal company developing a new generation of coal assets in Queensland’s Bowen Basin. Macarthur currently holds 73.3% of the Coppabella and Moorvale mines. Macarthur’s operations produce approximately one third of the seaborne global demand for low volatile PCI coal, which is a high-growth coal market. Macarthur is focused on organic growth through developing new mines from grass roots level and identifying and pursuing high growth market segments.

8.2 Gloucester. Gloucester (ASX: GCL) is a coal mining company with two mining operations, Stratford and Duralie, both located in the New South Wales Gloucester geological basin. Gloucester also holds coal exploration licenses which cover a large proportion of the basin and include a number of known coal deposits. Gloucester is focused on the production of both coking and thermal coal products. These products are produced through the efficient blending of coal from its Stratford, Duralie and satellite operations.

8.3 Donaldson. Donaldson’s mining operations are based in the Hunter Valley just south of Maitland approximately 25 kilometres from Newcastle and Port Waratah. Production is sourced from the Donaldson open-cut mine, the Tasman underground mine and the Abel underground mine.

8.4 Middlemount. Middlemount is a joint venture between the Company and Macarthur which operates the Middlemount mine. The Middlemount mine is located 6 kilometres south-west of the township of Middlemount in central Queensland. The Middlemount mine is expected to produce low volatile PCI coal and semi-hard coking coal.

9. FINANCIAL EFFECTS OF THE TRANSACTIONS

Assumptions. For the purposes of this paragraph, the following assumptions apply:

1. the Group tenders 71,902,868 Gloucester Shares in acceptance of the Gloucester Offer;
2. as the Disposals and the Acquisitions are part of the same transaction the financial effects have been calculated on a consolidated basis; and
3. the proforma financial effects of the Transactions on the earnings per share (“EPS”), the net tangible assets (“NTA”) per share, and the share capital of the Company are set out below and are prepared purely for illustration only and do not reflect the actual future financial situation of the Group after completion of the Transactions. The proforma financial effects have been computed based on the consolidated audited financial statements of the Group for the financial year ended 31 December 2008 (“FY2008”).

9.2 NTA. Assuming that the Transactions had been completed on 31 December 2008, being the most recently completed financial year, the effect on the NTA per share of the Group as at 31 December 2008 is as follows:

9.3 Earnings. Purely for illustrative purposes only and assuming that the Transactions had been completed on 1 January 2008, the proforma financial effects on the consolidated earnings of the Group for FY2008 are as follows:

9.4 Share Capital. The Transactions will not have any impact on the issued share capital of the Company.

10. THRESHOLDS

10.1 Disposals. As the Donaldson Disposal and the Middlemount Disposal are inter-conditional on each other and are each conditional on the Group accepting the Gloucester Offer, the Gloucester Disposal, the Donaldson Disposal and the Middlemount Disposal are aggregated and considered one transaction for the purposes of Chapter 10 of the listing manual of the Singapore Exchange Securities Trading Limited (“Listing Manual”). Accordingly, the relative figures for the Disposals computed on the bases set out in Rule 1006 (“Rule 1006”) of the Listing Manual are as follows:

Notes:

(1) The net asset value of the Gloucester Disposal is assessed by reference to the market value of the Gloucester Shares, being the weighted average share price of Gloucester Shares on the ASX on 21 December 2009, which is the last trading day of the Gloucester Shares on the ASX prior to the date of this announcement. The net asset values of the Donaldson Disposal and the Middlemount Disposal are assessed by reference to their respective net asset values as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009.

(2) Net profits is defined as profit before income tax, minority interest and exceptional items. The figures are based on the Group’s net profits as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009.

(3) The consideration for the Disposals comprises (i) the net asset value of the Acquisition as derived from the financial results of Macarthur for the financial year ended 30 June 2009 (on the basis that the net asset value is higher than the market value) and (ii) A$175.0 million (US$154.8 million) in cash.

(4) The market capitalisation of the Company is based upon 3,843,615,234 shares in issue as at 21 December 2009 at the volume-weighted average price of US$2.173 per share transacted on 21 December 2009.

(5) All figures are based on an exchange rate of A$1.0000:US$0.8142 on 30 June 2009 and A$1.0000:US$0.8845 on 21 December 2009.

As the relative figure under Rules 1006 (a) exceeds 20 per cent., the Disposals constitute a major transaction as defined in Chapter 10 of the Listing Manual. Accordingly, the Disposals are subject to the approval of Shareholders.

10.2 Acquisition. The relative figures for the Acquisition computed on the bases set out in Rule 1006 are as follows:

Notes:

(1) Net profits is defined as profit before income tax, minority interest and exceptional items. The figures are based on Macarthur’s net profits as derived from the consolidated financial statements of Macarthur for the year ended 30 June 2009.

(2) The consideration for the Acquisition is (i) the sum of the net asset values of the Gloucester Disposal (on the basis that the net asset value is higher than the market value), the Donaldson Disposal and the Middlemount Disposal as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009 less (ii) a cash sum of A$175.0 million (US$154.8 million)

(3) The market capitalisation of the Company is based upon 3,843,615,234 shares in issue as at 21 December 2009 at the volume-weighted average price of US$2.173 per share transacted on 21 December 2009.

(4) All figures are based on an exchange rate of A$1.0000:US$0.8142 on 30 June 2009 and A$1.0000:US$0.8845 on 21 December 2009.

As the relative figures under Rules 1006 (b) and (c) do not exceed 20 per cent., the Acquisition is not a major transaction as defined in Chapter 10 of the Listing Manual. However, as the Disposals and the Acquisition are part of the same transaction, Shareholders’ approval will be sought for the Transactions.

10.3 EGM. A circular to Shareholders (the “Circular”) setting out information on the Transactions, together with a notice of the extraordinary general meeting to be convened, will be dispatched to Shareholders in due course. In the meantime, Shareholders are advised to refrain from taking any action in relation to their shares in the Company which may be prejudicial to their interests until they or their advisers have considered the information and the recommendations to be set out in the Circular.

11. FURTHER INFORMATION

Directors’ Service Contracts. No person is proposed to be appointed as a director of the Company in connection with the Transactions. Accordingly no service contract is proposed to be entered into between the Company and any such person.

Interests of Directors and Substantial Shareholders. None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Transactions.

Documents for Inspection. Copies of the Transaction Facilitation Deed, the Donaldson Term Sheet and the Middlemount Term Sheet are available for inspection during normal business hours at the office of the Company at 18th Floor, MassMutual Tower, 38 Gloucester Road, Hong Kong for a period of three months commencing from the date of this announcement.

Advisers: Goldman Sachs (Asia) L.L.C. and The Blackstone Group are acting as financial advisers and Clayton Utz is acting as legal adviser to the Group on the Transactions.

NOBLE GROUP LIMITED
22 December 2009

About Noble Noble Group (SGX: N21) 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.

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