Noble rejects Goldilocks' nomination of 5 directors, cites use of nominee account

NOBLE Group has rejected substantial shareholder Goldilocks' attempt to nominate five non-executive directors at its upcoming annual general meeting (AGM) on April 30.

This was on the basis that Goldilocks, an Abu Dhabi-based investment fund, is not a member of the company because it holds its shares through a depository agent, Noble said in a pre-market open local bourse filing on Monday.

Last week, Goldilocks lodged a notice proposing that Ajit Vijay Joshi, Bachir Nawar, Khoo Song Koon, Chow Wai San, and Lim Yu Neng Paul be put up for election as non-executive directors of Noble.

It also sent a request for the company to circulate a statement to its shareholders about the proposed nominations. The notice and the request were lodged at the company's registered address in Bermuda.

But Noble said on Monday that Goldilocks' notice and request were not in accordance with the company's by-laws or the Bermuda law.

The company argued that since Goldilocks holds its shares through depository agents - Goldilocks has said that it holds Noble shares through a DBS nominee account with SHUAA Capital as its broker - it is actually The Central Depository (CDP) that is listed as a member of the company, not Goldilocks.

"The notice and request served by Goldilocks has been issued and signed in Goldilocks' name. As Goldilocks is not a registered holder, the board has been advised that as a matter of Bermuda law Goldilocks is not a member," Noble said.

On Monday, Goldilocks responded by saying that Noble has "threatened its standing as a shareholder" of the group, and that Noble's reasoning damages the standing of all shareholders.

Singapore's Securities and Futures Act directs that shareholders holding stock through a nominee account should be deemed to be members of the company, Goldilocks said. Given that many of Noble's shareholders use nominee accounts, Noble's position "effectively means that only CDP and the 39 individuals listed on Noble's member register will be entitled to assert and enforce rights as member", Goldilocks argued.

"This is oppressive and coercive," the shareholder said.

Separately, Noble announced on Monday that the long stop date of a proposed disposal by its wholly-owned subsidiary has been extended to May 31.

This is in relation to Noble Resources International's disposal of the marketing and offtake agreement to Tricon Dry Chemicals LLC and the debt contracts to Tricon International.

Noble shares fell 2.8 per cent or 0.3 Singapore cent to close at S$0.105 on Friday.