Noble Corporation plc announces changes to its share capital including share repurchases for the month of December 2023
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Insights
The share repurchase and cancellation by Noble Corporation represents a strategic move to manage its capital structure and potentially increase shareholder value. By buying back shares at a weighted average price of USD 45.03 and subsequently cancelling them, the company reduces the number of shares outstanding, which can result in an increase in earnings per share (EPS) and a higher stock price, assuming constant market conditions.
The issuance of new shares, on the other hand, often dilutes existing shareholders' equity. However, in this case, the number of new shares issued is relatively small compared to the number repurchased and cancelled. The fact that some shares were issued as a result of warrant exercises at prices below the current market value and others as part of employee compensation (restricted stock units) is a common practice aimed at incentivizing performance and aligning employees' interests with those of shareholders.
For investors, the critical aspect to monitor is the balance between capital returns to shareholders through repurchases and the potential dilutive effect of new issuances. The overall impact on the company's financial health and stock performance will depend on the effectiveness of these capital allocation decisions.
The ability to exchange shares between the Nasdaq Copenhagen and the New York Stock Exchange presents a flexibility that could be attractive to international investors, potentially increasing the liquidity of Noble's shares. The dual listing allows for broader market access and might help in stabilizing the stock's volatility by enabling trading across different time zones and investor bases.
Investors should be aware that the dual listing could also lead to complexities in price discovery and valuation due to currency exchange rates and the inherent differences between the two markets. It is essential to consider the impact of foreign exchange rates on dividends, as they are paid in different currencies depending on the listing venue. The identical dividends and voting rights ensure that there is no preferential treatment of shareholders based on the trading market, which is crucial for maintaining equity among investors.
The compliance with section 32 of the Danish Capital Markets Act in announcing the total nominal value of issued share capital and the total number of voting rights is a testament to Noble's adherence to regulatory requirements. This transparency is vital for investors' trust and legal conformity. It ensures that investors are well-informed about the share capital structure, which is an essential factor in assessing a company's governance and financial stability.
Investors should consider the legal frameworks and regulatory environments of the various markets in which Noble's shares are traded. The adherence to such regulations can have implications for the company's operational risk profile and, by extension, its stock market valuation.
During the period since November 30, 2023, 16,507 new A ordinary shares each with a nominal value of
5,152 new A ordinary shares have been issued to certain holders of warrants as a consequence of the exercise of warrants. The exercise price was
Additionally, 11,355 new A ordinary shares have been issued to certain employees of Noble at no cost as a result of the vesting of restricted stock units.
The new A ordinary shares carry the same rights as the existing A ordinary shares of Noble. The new A ordinary shares will be listed on the New York Stock Exchange as well as admitted to trading and official listing on Nasdaq Copenhagen.
As a result of the changes, there are a total of 140,773,750 A ordinary shares of Noble issued and outstanding with a nominal value of
Pursuant to section 32 of the Danish Capital Markets Act, Noble also hereby announces the total nominal value of its issued share capital and the total number of voting rights:
Number of shares | Number of voting rights | Share capital | |
A ordinary shares of | 140,773,750 | 140,773,750 | |
Total | 140,773,750 | 140,773,750 |
Exchange of shares tradable on Nasdaq Copenhagen for shares tradeable on the New York Stock Exchange
Noble's shares are both listed on the New York Stock Exchange (identified by CUSIP G65431127) and admitted to trading and official listing on Nasdaq Copenhagen (in the form of share entitlements and identified by ISIN GB00BMXNWH07).
Holders of Noble shares (in the form share entitlements) tradeable on Nasdaq Copenhagen can exchange their shares (in the form of share entitlements) for shares tradeable on the New York Stock Exchange after completing a transfer procedure. To transfer shares or share entitlements between markets, shareholders must instruct their financial intermediary (bank or broker) to contact Euronext (Noble's Danish transfer agent). For further information visit https://noblecorp.com/investors/stock-information/FAQ/default.aspx.
While the shares listed on the New York Stock Exchange are denominated in USD and are eligible to receive dividends in USD and the share entitlements admitted to trading and official listing on Nasdaq Copenhagen are traded in DKK and are eligible to receive dividends in DKK, the shares and share entitlements are entitled to identical dividends and voting rights.
https://noblecorp.com/investors/stock-information/FAQ/default.aspx
About Noble Corporation
Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide. For further information visit www.noblecorp.com or email investors@noblecorp.com.
IMPORTANT INFORMATION
This announcement is for information purposes only and does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for or otherwise acquire or dispose of any securities of Noble.
Certain statements in this announcement, including any attachments hereto, may constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and Noble and its subsidiaries (collectively, the "Noble Group") anticipated or planned financial and operational performance. The words "targets", "believes", "continues", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "estimates", "projects", "potentially" or similar expressions or the negatives thereof, identify certain of these forward-looking statements. The absence of these words, however, does not mean that the statements are not forward-looking. Other forward-looking statements can be identified in the context in which the statements are made.
Although Noble believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this announcement, such forward-looking statements are based on Noble's current expectations, estimates, forecasts, assumptions and projections about the Noble Group's business and the industry in which the Noble Group operates and/or which has been extracted from publications, reports and other documents prepared by the Noble Group and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Noble Group's control that could cause the Noble Group's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Any forward-looking statements included in this announcement, including any attachment hereto, speak only as of today. Noble does not intend, and does not assume, any obligations to update any forward-looking statements contained herein, except as may be required by law or the rules of the New York Stock Exchange or Nasdaq Copenhagen. All subsequent written and oral forward-looking statements attributable to Noble or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this announcement, including any attachment hereto.
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SOURCE Noble Corporation plc
FAQ
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