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Gloucester and Noble play nice

Gloucester and Noble play nice

Gloucester Coal Limited (advised by Minter Ellison) has entered into an agreement with Noble Group Limited (advised by Clayton Utz) - Gloucester's largest shareholder - following a takeover bid…

Gloucester Coal Limited (advised by Minter Ellison) has entered into an agreement with Noble Group Limited (advised by Clayton Utz) - Gloucester's largest shareholder - following a takeover bid launched by Noble on 6 April 2010 to acquire interests in the Middlemount mine project for $437.5 million (Middlemount Acquisition).

The proposed Middlemount Acquisition is subject to various conditions, including an independent expert's report concluding that the proposal is fair and reasonable, as well as the approval of Gloucester shareholders (excluding Noble).

The total purchase price payable to Noble for the Middlemount Acquisition will comprise a cash component of $337.5 million and the issue of $100 million worth of new Gloucester shares to Noble.

"This transaction is unique, in that it involves three separate elements, making negotiations extremely complex," Clayton Utz partner Rory Moriarty said. Moriarty was one of five partners from Clayton Utz , with Stuart MacGregor, Karen Evans-Cullen, Stuart Byrne and David Landy also involved.

To fund the cash consideration for the Middlemount Acquisition, Gloucester has announced an equity raising of up to $455 million via a three for five accelerated, non-renounceable pro rata entitlement offer. Subject to demand, Gloucester may choose to raise an additional $90 million through institutional placement. The equity raising is not conditional on Gloucester shareholders approving the Middlemount Acquisition and Noble will not participate in the entitlement offer.

As a result, its shareholding in Gloucester following completion of the equity raising and the acquisition of the Middlemount Assets is expected to reduce to around 61 to 63 per cent.

The institutional component of the entitlement offer is fully underwritten by RBS and UBS, advised by a Blake Dawson team comprising Sarah Dulhunty, Lucille Scomazzon, David McManus and James Fairley.

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