18 May 2011

Clayton Utz advises on Noble transactions to create leading ASX-listed independent coal miner

Sydney, 18 May 2011: Clayton Utz has assisted long-time client Hong Kong based Noble Group Limited in relation to a suite of transactions involving Gloucester Coal Ltd that will underpin Gloucester's strategy of becoming a leading ASX-listed coal miner with an estimated market capitalisation of A$2 billion.

Clayton Utz Corporate / Energy and Resources partner Rory Moriarty, with support from partner Simon Brady, advised Noble Group as controlling shareholder (with a 63.4 per cent interest) of Gloucester Coal Ltd on the complex set of transactions, which were announced to the market on 16 May.

They include the acquisition by Gloucester from Noble Group of Hunter-Valley based coal producer Donaldson Coal with an enterprise value of A$580 million (comprising $360 million in scrip and $225 million in debt), as well as Gloucester's acquisition of Monash Group, for A$180 million. The two transactions are inter-conditional and will be underwritten by a A$230 million rights issue undertaken by Gloucester.

Noble has also entered into a series of long-term coal marketing and sale agreements with Gloucester Coal.

The transactions are subject to the necessary regulatory and shareholder approvals.

Commenting on Clayton Utz's advisory role, lead partner Rory Moriarty said: "It is very satisfying to have worked alongside our client Noble Group in bringing these complex transactions to market, and helping Noble position Gloucester as an ASX 150 coal miner."

Clayton Utz has had a long-standing association with Noble Group. In 2009, a Clayton Utz team led by Corporate / M&A partner Karen Evans-Cullen and Corporate / Energy and Resources partner Rory Moriarty, successfully represented Noble Group in its acquisition of control of Gloucester Coal, which followed ground-breaking proceedings before the Takeovers Panel.

Clayton Utz subsequently advised Noble Group in August 2010 on two key transactions: the A$437.5 million sale of Noble's interest in the Middlemount Joint Venture to Gloucester Coal Limited (key partners: Rory Moriarty, Energy and Resources partner Stuart MacGregor and Corporate Advisory / M&A partners Karen Evans-Cullen, Stuart Byrne and David Landy), and; Noble Group's acquisition of a A$58.8 million stake in Aston Resources and the long-term coal off-take agreement from Aston's Maules Creek mine (key partners: Stuart MacGregor and Rory Moriarty, and Stuart Byrne).

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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.