Noble gesture: owner urged to surrender shares to save SA company - InDaily

The Adelaide company’s 111-year-old shareholders were asked to surrender their shares free of charge to keep the company’s “good name and tradition” alive and save the jobs of around 100 staff.

The GIlberton Swing Bridge in Adelaide’s eastern suburbs is one of many projects implemented by A Noble & Son. Photos provided.

A Noble & Son Ltd (Nobles) went into voluntary administration on June 15 when the directors decided the company could not pay its debts and a restructuring was urgently needed.

The Kilburn-based business provides lifting and rigging equipment, technical services and engineering design for a wide range of heavy industries including mining, oil and gas, construction, shipping, manufacturing and defense.

It has 11 locations across Australia.

James McPherson and Austin Taylor of Adelaide-based Meertens Chartered Accountants have been appointed administrators and said the company was bankrupt.

Nobles chairman Ian Stirling spoke to shareholders at a meeting last week to ask them to transfer their shares and to detail a proposed bailout plan by E&A Limited – an investment firm with 10 wholly-owned subsidiaries in mining, resources, defense, water, energy. and the financial services industry.

The Keswick-based E&A company employs more than 1,400 people and has historically maintained the business name through subsidiaries.

In a letter to shareholders dated June 28, Stirling said that the E&A’s suggested Deed of Company Arrangement (DOCA) was based on achieving better returns for creditors than liquidation of the company and would be presented at the next creditors meeting on July 20.

“This is a key term of the proposal that EAL acquire all the shares and therefore the business of the royals,” Stirling wrote in the letter seen by Daily.

“We are fortunate to have the support of EAL who have demonstrated their commitment through mid-June payroll funding and their proposals to ensure the continuity of employment and the continuity of the Nobles brand in the future.

“DOCA does not provide returns for shareholders, but also alternatively, goes into liquidation.”

Noble administrators have asked shareholders to approve the transfer of their shares by July 19, ahead of the next creditors meeting.

“The DOCA cannot be settled unless your shares are transferred as required under the E&A Limited proposal,” McPherson wrote in a letter to shareholders following last week’s meeting.

“Furthermore, if the shares are not transferred as required under the terms of the E&A Limited proposal, the company will then proceed to liquidation by decision endorsed by creditors or by court order.”

A Noble & Son Limited was founded in Adelaide in 1911 and has over 100 staff.

With annual revenues of around $45 million, the company’s rating has dropped to InDaily’s The South Australian Business Index has in recent years fallen from 70 in 2019 to 79 in 2020 and 93 in 2021.

In his letter to shareholders, McPherson said DOCA would allow the company’s “good name and tradition” to continue through bankruptcy under the new owners.

“Under this proposed DOCA, approximately 100 employees will be rescued and the business will continue to provide service, engineering, and production functions to its long-standing customer base,” he wrote.

“It is hoped that DOCA will allow unpaid entitlements and redundancy payments from employees who have had to be removed from the company to be paid in full as well as pay distributions to other unsecured trade creditors.”

Under the Corporations Act, administrators can seek a court order that allows them to transfer shares.

“In the event that some shareholders disapprove of the transfer of their shares in the company, you should be aware that we are filing an application to the court seeking an injunction allowing us to sign the Transfer of Shares in place of the shareholders who did not exercise their shares. transfer, if E&A Limited’s proposal is accepted and the company enters DOCA,” McPherson wrote.

“We did so on the basis that the transfer of shares, in our opinion, did not unfairly harm the interests of company members.”

Meertens has until July 13 to submit his report to creditors, seven days before the proposed meeting on July 20.

Stirling said if the DOCA went ahead, most creditors would not be paid in full, but would receive far more than if the company were liquidated.

“In reality, given that the company cannot pay all of its creditors in full and the business has been at a loss for some time, there is no value in the stock, and letting the DOCA proposal run is at least to the benefit of the company’s employees and creditors,” he wrote.

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“The wiser the transfer of shares to the new owner, the more likely the new Nobility’s journey will be successful.

“The council recognizes that this is not just a financial transaction, it is the end of the era of the Nobility.

“Through these very difficult COVID years, and the slow recovery in our industry, we have continued to maintain the quality of the Nobles brand and will probably continue to do so for the next 110 years.”

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