Tuesday, June 14, 2011

DBS Vickers (Spore) Flash Note: Noble Group: Territory Resources boardrecommendstakeover offer from Noble (BUY; S$1.97; Price Target: 12-MonthS$ 2.60)

Stock Name: Noble Grp
Company Name: NOBLE GROUP LIMITED
Research House: DBS VickersPrice Call: BUYTarget Price: 2.60







Noble Group: BUY; S$1.97; Bloomberg Code: NOBL SP
Territory Resources board recommends takeover offer from Noble
Price Target: 12-Month S$ 2.60


This morning, Territory Resources' (TTY) board unanimously recommended the
acceptance of Noble's offer to acquire up to 100% of the fully paid
ordinary shares in TTY at A$0.50 per share by way of an unconditional
on-market takeover. Noble had previously announced its takeover offer via
Jonesville Limited, a wholly owned subsidiary on 9 June 2011. Jonesville
currently owns a 32.01% stake in TTY. TTY's board believes that the Noble
offer is superior to the bid by Exxaro announced on 23 May 2011, which
offered to acquire TTY at A$0.46 per share. TTY had previously signed a Bid
Implementation Agreement with Exxaro.

From 9 June 2011 till close of the offer on Thursday 21 July, Noble via
Jonesville will buy on-market every TTY share offered to it (up to a
maximum of 198.25m shares) at AS$0.50 per share. We believe Noble can
easily fund the A$99.1m purchase cost.

TTY also noted in this morning's announcement that due to the
recommendation to accept Noble's offer, a break fee of c.A$1.56m will be
payable to Exxaro. Furthermore, an undrawn US$36m debt facility provided by
Exxaro to TTY may potentially be cancelled immediately. Should Noble
complete the transaction, we believe TTY will not have any issue in
accessing new debt facilities.

TTY's share price is currently trading at A$0.515, above Noble's takeover
offer price. Furthermore, without a formal response from Exxaro, there is
no guarantee that Noble will be able to complete the takeover of TTY. Our
Buy rating on Noble remains unchanged. Until the takeover is finalised,
there is no change in our forecasts - to which we do not expect any
significant change.




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