Noble

Noble: To lift trading halt at 8.30am.Gloucester has entered into a merger deal with Yancoal Australia. The merged co will be owned 23% by Gloucester Sh/h and 77% by Yanzhou . Noble, which owns 64.5% of Gloucestor, has stated that it would vote in favour of the proposal. Noble had also earlier stated it would retain a cornerstone stake and maintain marketing & trading rights over the coal output from the new entity. Noble’s stake in the combined entity will be 14.8% if fully converted with additional A$420m in cash consideration.

Gloucestor sh/h will receive a total of A$700m cash or A$3.20 per share (A$0.56 special dividend + A$2.64 capital return) in addition to a 1-for-1 share conversion into the new merged entity.

For the 1-for-1 share conversion, Gloucestor sh/h will have the option to
1) elect to receive all shares in the new co
2) obtain a combination of shares in the co and rights shares

The rights share will function like a capped put option, paying sh/h the difference of (A$6.96-strike) and 3-mth-VWAP 18 mths after the acquisition subject to a cap of A$3.00.

The deal is subject to approval by ASX and sh/h of both companies which is likely to go through.

Noble, on 27 Feb 2009, had increased its 21% stake in Gloucestor to 88% through offering A$7.00 per share then.