06 Aug 2010

Clayton Utz advises Noble Group on strategic sale and takeover bid

Sydney, 6 August 2010: Clayton Utz is advising Hong Kong based Noble Group on the sale of Noble's interest in the Middlemount Joint Venture to Gloucester Coal Limited.

The transaction, valued at A$437.5 million, comprises A$337.5 million in cash and the issue of A$100 million worth of new Gloucester shares to Noble.

To fund the acquisition of Middlemount, Gloucester has undertaken an equity raising (via a non-renounceable pro rata entitlement offer) of approximately A$434 million.

The Clayton Utz team advising Noble on the negotiations includes Energy & Resources partners Rory Moriarty and Stuart MacGregor and Corporate Advisory/M&A partners Karen Evans-Cullen, Stuart Byrne and David Landy.

Clayton Utz is also representing Noble in relation to its takeover bid for Gloucester, announced in April.

Commenting on the transaction, Mr Moriarty said it was "unique in that it involves three separate elements, making negotiations extremely complex".

Ms Evans-Cullen also noted that "the interaction of a live takeover bid, together with a large entitlement offer and a related party transaction has required a significant amount of strategic legal advice".

In 2009, Clayton Utz successfully represented Noble in its acquisition of control of Gloucester Coal which followed ground-breaking proceedings before the Takeovers Panel that resulted in a declaration of unacceptable circumstances in relation to the affairs of Gloucester Coal.

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Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this communication. Persons listed may not be admitted in all States and Territories.