Tuesday, May 5, 2009

NOBLE GROUP INCREASES ITS CASH OFFER FOR GLOUCESTER COAL TO $6.00 PER SHARE

Highlights 

Noble increases its cash offer for Gloucester Coal by $1.15 per share or 24% to $6.00 per share 
Noble’s increased offer remains subject to the Whitehaven Merger NOT proceeding 
Following the Takeovers Panel’s orders, the Whitehaven Merger is conditional upon there being no Superior Proposal for the next 16 days only (until 21 May) 
Noble calls on the Gloucester Board to act immediately, exercise its fiduciary duty and declare the revised offer as a Superior Proposal to the Whitehaven Merger  

Noble Group Ltd (“Noble”) today announced a revised cash offer of $6.00 per share for Gloucester Coal (“Gloucester” – ASX:GCL) if the Whitehaven Merger does not proceed. 

Noble’s revised A$6.00 cash offer represents a substantial premium for control of Gloucester, including a: 

91% premium to the closing price of Gloucester Shares on 19 February 2009, the last Trading Day for Gloucester Shares prior to announcement of the Whitehaven Merger (“Whitehaven Announcement”) Adjusted to reflect the 13.5 cent per share interim dividend which was retained by Gloucester shareholders entitled to receive it. The closing price of Gloucester on the day before the Whitehaven Announcement was $3.28. Adjusted for the dividend, the ex-dividend price is $3.15 
84% premium to the 1 month volume weighted average price The 1 month volume weighted price ("VWAP") of Gloucester prior to the Whitehaven Announcement was $3.40. Adjusting for the interim dividend, the ex-dividend 1 month VWAP is $3.27.of Gloucester Shares prior to the Whitehaven Announcement; 
87% premium to the 3 month volume weighted average price The 3 month VWAP of Gloucester prior to the Whitehaven Announcement was $3.34. Adjusting for the interim dividend, the ex-dividend 3 month VWAP is $3.21.of Gloucester Shares prior to the Whitehaven Announcement; 
24% premium per Gloucester share as implied in the Whitehaven Merger as at 4 May 2009 The Gloucester share price as implied in the Whitehaven Merger is calculated by multiplying the exchange ratio of 1:2.45 by the closing price of Whitehaven on 4 May 2009 which was $1.97. On this basis, the Gloucester price implied by the Whitehaven Merger is $4.83 per share., being the last Trading Day prior to this announcement; and 
24% premium to Noble’s initial cash offer of $4.85.

Noble calls upon the Board of Gloucester to comply with the Takeovers Panel’s orders and announce that the Noble revised cash offer is a Superior Proposal. This will allow the Gloucester Board to terminate the Whitehaven Merger and give Gloucester shareholders the chance to receive Noble’s revised cash offer. 

Director of Noble Energy, Mr Will Randall, said; “We believe the substantial uplift in our cash offer requires Gloucester’s Board to now act in the interests of all Gloucester shareholders and declare Noble’s offer as superior to the Whitehaven Merger immediately. 

“The clock is ticking on the Whitehaven Merger, and only the Gloucester Directors have the ability to stop that clock, and give their shareholders the chance to review our generous cash offer. 

“Noble’s cash offer is giving Gloucester shareholders a big cash premium that properly rewards them for a change in control. 

“Our substantial cash offer removes the uncertainties associated with the outlook for coal, and the significant challenges faced by Australian coal producers locally, and across key export markets.” 

Gloucester Shareholders must act now 

Will Randall said: “We believe shareholders want to see this cash offer, but let the shareholders themselves decide, so we urge the Gloucester Board to act quickly to clear the path by recommending our Offer and terminating the Whitehaven Merger.” 

Under the terms of the Takeover Panel's orders, Gloucester's takeover bid for Whitehaven must remain conditional on no Superior Proposal emerging up to at least 21 May 2009. Gloucester Directors may waive this condition after this date if they determine that the Noble Offer is not superior to the Whitehaven Merger. 
Therefore, Gloucester Directors must decide that the revised Noble Offer is a Superior Proposal by 21 May for Gloucester shareholders to have access to the significant cash premium presented by the Noble Offer. Noble urges all Gloucester shareholders to insist that the Gloucester Directors recommend the Noble Offer immediately. 

Noble’s offer remains conditional on the Whitehaven Merger not proceeding and certain prescribed occurrences. 

Noble intends to release its Bidders Statement within the next two days and will look to dispatch that document to shareholders as soon as possible. Gloucester Shareholders with any questions about the offer, should call the Noble Offer Information Line on 1300 796 881 (within Australia) or +61 2 8256 3372 (outside Australia). 




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