Vitol completed acquisition of Noble Americas from Noble Group Ltd.
Petroleumworld 01 16 2018
Vitol US Holding Co. has completed its acquisition of Noble Americas Corp. from Noble Group Ltd. (SGX:CGP). here the press release by the company on the sale.
PROPOSED DISPOSAL OF ALL THE ISSUED AND OUTSTANDING
CAPITAL STOCK OF NOBLE AMERICAS CORP.
Unless otherwise defined, all terms used herein shall bear the same meaning as in the Announcements (as defined below) and the circular to shareholders dated 29 November 2017 (the “Circular”) issued by Noble Group Limited (“NGL”) relating to the Proposed Disposal (as defined below).
Noble Group Limited (NGL) refers to the announcements dated 23 October 2017, 14 November 2017 and 27 November 2017 (the “Announcements”) made in connection with the proposed sale by NRUK of all the issued and outstanding capital stock of NAC to the Buyer, in accordance with the terms and conditions of the SPA (the “Proposed Disposal”).
NGL wishes to announce that the Proposed Disposal was completed on 12 January 2018.
At the Closing, the estimated Consideration was approximately US$400 million, comprising Estimated Closing Date Base Consideration of approximately US$214 million, plus Estimated Closing Date Net Working Capital of approximately US$388 million, minus Estimated Closing Date Indebtedness of US$202 million (as further described in the Circular). At the Closing, the amount paid by the Buyer to NRUK was approximately US$272 million. In addition, the Buyer has deposited with an escrow agent US$122 million, comprising the General Escrow Amount of US$107 million and the Tank Escrow Amount of US$15 million (as further described in the Circular). The amount to be paid out from the escrow account shall be subject to adjustment based on an amount (which may be a positive or negative amount) to be determined following the Closing in accordance with the terms and conditions of the SPA. In addition, the amount paid by the Buyer includes a deduction of approximately US$6 million in respect of transaction costs (including US$4 million which is payable by NRUK as a contribution towards the cost of certain insurance policies obtained by the Buyer in respect of the SPA (as further described in the Circular)). A further announcement will be made upon the final determination of the Consideration (as further described in the Circular).
At the Closing, the Buyer caused the repayment of the Estimated Closing Date Indebtedness to the intended beneficiaries, including the discharge of Indebtedness under the NAC secured borrowing base facility. The NAC secured borrowing base facility has subsequently been retired.
About Noble Group
Noble Group (SGX: CGP) manages a portfolio of global supply chains covering a range of industrial and energy products. Noble facilitates the marketing, processing, financing and transportation of essential raw materials. Sourcing bulk commodities from low cost regions such as South America, South Africa, Australia and Indonesia, the Group supplies high growth demand markets, particularly in Asia and the Middle East. For more information please visit www.thisisnoble.com.
Source: Noble Group Press Release
Report from Petroleumworld
petroleumworld.com 01 16 2017
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