Gloucester Coal, an Australian producer controlled by Hong Kong-based Noble, plans to sell A$455 million in shares to pay for the purchase of assets from its parent company.

Gloucester plans to pay Noble A$437.5 million, comprising A$337.5 million in cash and the issue of A$100 million worth of new Gloucester shares.

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 and resources partners Rory Moriarty and Stuart MacGregor and corporate advisory and 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, which was announced in April.

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

Evans-Cullen said "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".

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“Middlemount is a high quality development project that will not only provide Gloucester with product and geographical diversification, but considerable near-term production growth to ensure we will be well placed to benefit from the expected long- term strength in metallurgical coal markets,” chief executive officer Barry Tudor said in the statement.

“The equity raising announced today will increase Gloucester’s free float and liquidity.”

In 2009, Clayton Utz 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.