find the latest legal job
Corporate Counsel and Company Secretary
Category: Generalists - In House | Location: Newcastle, Maitland & Hunter NSW
· Highly-respected, innovative and entrepreneurial Not-for-Profit · Competency based Board
View details
Chief Counsel and Company Secretary
Category: Generalists - In House | Location: Newcastle, Maitland & Hunter NSW
· Dynamic, high growth organisation · ASX listed market leader
View details
In-house Projects Lawyer | Renewables / Solar | 2-5 Years PQE
Category: Generalists - In House | Location: All Australia
· Help design the future · NASDAQ Listed
View details
Property lawyer - Melbourne
Category: Property Law | Location: Melbourne CBD & Inner Suburbs Melbourne VIC
· Impressive client list, national firm · Well-led and high-performing team
View details
Senior family lawyer - Melbourne
Category: Family Law | Location: Melbourne CBD & Inner Suburbs Melbourne VIC
· Outstanding national firm · High-calibre family law team
View details
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.

Like this story? Read more:

QLS condemns actions of disgraced lawyer as ‘stain on the profession’

NSW proposes big justice reforms to target risk of reoffending

The legal budget breakdown 2017

Gloucester and Noble play nice
lawyersweekly logo
Promoted content
Recommended by Spike Native Network
more from lawyers weekly
Warning
Aug 23 2017
NT Law Society sounds alarm on mandatory sentencing
The Law Society Northern Territory has issued a warning over mandatory sentencing, saying it hasn’...
Unite
Aug 22 2017
Professionals unite in support of marriage equality
The presidents of representative bodies for solicitors, barristers and doctors in NSW have come toge...
Aug 21 2017
Is your firm on the right track for gig economy gains?
Promoted by Crowd & Co. The way we do business, where we work, how we engage with workers, ev...
APPOINTMENTS
Allens managing partner Richard Spurio, image courtesy Allens' website
Jun 21 2017
Promo season at Allens
A group of lawyers at Allens have received promotions across its PNG and Australian offices. ...
May 11 2017
Partner exits for in-house role
A Victorian lawyer has left the partnership of a national firm to start a new gig with state governm...
Esteban Gomez
May 11 2017
National firm recruits ‘major asset’
A national law firm has announced it has appointed a new corporate partner who brings over 15 years'...
opinion
Nicole Rich
May 16 2017
Access to justice for young transgender Australians
Reform is looming for the process that young transgender Australians and their families must current...
Geoff Roberson
May 11 2017
The lighter side of the law: when law and comedy collide
On the face of it, there doesn’t seem to be much that is amusing about the law, writes Geoff Rober...
Help
May 10 2017
Advocate’s immunity – without fear or without favour but not both
On 29 March 2017, the High Court handed down its decision in David Kendirjian v Eugene Lepore & ...