Introduction
The Board of Directors of Noble Group Limited (“Noble Group” or the “Company”) refers to the announcements dated 16 October 2009, 21 October 2009, 23 October 2009 and 29 October 2009 made by the Company in connection with its issue of US$850,000,000 principal amount of 6.750 per cent. senior notes due 2020 (the “2020 Notes”).
The Board wishes to announce that the Company proposes to issue US$400,000,000 in principal amount of the 2020 Notes (“Additional 2020 Notes”, and the offering of such Additional 2020 Notes, the “Notes Offering”). The Additional 2020 Notes will be consolidated and form a single series with the 2020 Notes issued on 29 October 2009. The Company has appointed Goldman Sachs International as the underwriter of the Notes Offering. The Additional 2020 Notes will be placed only to institutional and/or accredited investors (or their equivalent in jurisdictions outside Singapore).
The Additional 2020 Notes
Save for the issue size and issue price, the Additional 2020 Notes will be issued on the same terms as the 2020 Notes issued on 29 October 2009. The definitive terms of the Additional 2020 Notes are as follows:
| Issue Size | US$400,000,000 aggregate principal amount |
| Interest | 6.750 per cent. per annum |
| Maturity Date | 29 January 2020 |
| Status |
The Additional 2020 Notes will constitute general unsecured debt obligations of the Company, and will (a) be effectively junior to the Company’s secured debt to the extent of the value of the assets securing such debt; (b) rank equally in right of payment with all of the Company’s existing and future unsecured unsubordinated debt; (c) rank senior in right of payment to all of the Company’s existing and future subordinated debt; and (d) be effectively subordinated to all existing and future debt of the Company’s subsidiaries. |
| Redemption at Option of the Company | The Company may redeem the Additional 2020 Notes at any time, in whole or in part, at a redemption price equal to 100 per cent. of the principal amount of the Additional 2020 Notes redeemed plus the applicable premium as of, and accrued and unpaid interest, if any, to the redemption date. |
| Repurchase on Change of Control | Upon the occurrence of a change of control triggering event, the Company will make an offer to repurchase all outstanding Additional 2020 Notes at a purchase price equal to 101 per cent. of their principal amount plus accrued and unpaid interest, if any, to the repurchase date. |
| Listing | An application has been made to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Additional 2020 Notes on the Official List of the SGX-ST. The Company will make an announcement when the Company receives the SGX-ST’s approval in-principle for the listing and quotation of the Additional 2020 Notes. |
| Governing Law | Laws of the State of New York |
The estimated net proceeds from the issue of the Additional 2020 Notes are expected to be between US$412 million and US$415 million after deducting expenses connected with the issue of the Additional 2020 Notes. The net proceeds will be used for general corporate purposes.
The closing date for the issue of the Additional 2020 Notes is expected to be on or about 9 February 2010.
None of the directors or substantial shareholders of the Company have any interest, direct or indirect, in the issue of the Additional 2020 Notes.
NOBLE GROUP LIMITED
3 February 2010
About Noble Group:
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.
For further details 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
Mr. Brad Smolar
Smolar Limited
Tel: +852 6339 3396
Fax: +852 2573 2473
Email:
This e-mail address is being protected from spambots. You need JavaScript enabled to view it
|
2010 Noble Group. All rights reserved. No reproduction full or partial.