Noble Group Holdings Limited is the parent of the Noble group of companies which underwent a restructuring in the second-half of 2018 and which returned to profitability in the first-quarter of 2019. Noble Group said on Thursday that it had completed its restructuring plan, bringing to an end a process that had once appeared Sisyphean, but the long-running drama over the troubled commodity trader was set to persist amid an investigation by Singapore authorities. At the sanction hearing, no creditor raised such issues; the court commented that it had no doubt that the adjudication process was both consistent with established legal principles, and fair.All scheme creditors were offered the opportunity to “risk participate” in the new money debt (in return for their post-restructuring debt receiving a higher priority); there was therefore no difference between their rights which would necessitate placing the other scheme creditors into a separate class from the finance creditors. "Nonetheless, the court’s judgment in This will effectively mean wrapping up commercial negotiations at an earlier stage, to allow sufficient “runway” for the court process. The English court commented that its jurisdiction to release claims against third parties within a scheme was not limited to guarantees and claims closely connected to scheme creditors.Issues might, however, arise where a scheme creditor has a more tangential claim against a third party.The payment of fees to creditors is subject to particular scrutiny in schemes of arrangement, for the purposes of appropriate class constitution, fairness and adequate disclosure.This information will need to be included in the Company’s “Explanatory Statement,” which is issued to all scheme creditors. The court held the Company had given adequate notice to the creditors. The restructuring effective date occurred on 20 December 2018.The cross-border restructuring, described by the English court as “of the utmost complexity,” involved moving the Bermuda-incorporated, Singapore-listed company’s centre of main interests from Hong Kong to London, implementing parallel English and Bermuda schemes of arrangement, recognition of the English scheme in the U.S. via Chapter 15 of the U.S. Bankruptcy Code, and, ultimately, a so-called "light touch" Bermuda provisional liquidation procedure.The scheme of arrangement raised several crucial issues that were the subject of detailed consideration by the English court, principally: class constitution, scheme process, restructuring timetables, third-party releases, and disclosure of fees.
SINGAPORE (Reuters) - Noble Group’s (Singapore regulators took the decision after reviewing the findings so far of a probe into Singapore-listed Noble by Singapore police, the Monetary Authority of Singapore (MAS) and the Accounting and Corporate Regulatory Authority (ACRA).
Regional Hubs. The reasons why some scheme creditors might be reluctant or unable to elect to risk participate ultimately relates to their individual circumstances and commercial interests — which are not relevant for class constitution purposes. The restructuring effective date occurred on 20 December 2018. It was satisfied that the Company had a “sufficient connection” with England to justify exercise of the scheme jurisdiction, that the scheme was likely to be recognised and have a substantial effect in other significant jurisdictions, and that it was appropriate in the international context to exercise the court’s discretion to sanction the scheme.The timing of Noble’s restructuring, including the English scheme, was driven by the need to comply with conditions set by Singapore’s Securities Industry Council and the commercial needs of the business.Noble complied with the requirements of the Practice Statement. The company, whose shares were suspended from trading last month due to the restructuring, wants to transform itself into an Asia-focused coal-trading business. To save itself, Noble has sold billions of dollars of assets, taken hefty writedowns and cut hundreds of jobs, while defending its accounting. Accordingly, the Company sought the appointment of provisional liquidators in Bermuda, to implement the restructuring in accordance with the terms of the schemes.