Noble Corporation plc announces changes to its share capital including share repurchases for the month of August 2024

Rhea-AI Summary

Noble plc (NYSE: NE, CSE: NOBLE) has announced changes to its share capital for August 2024. The company repurchased approximately $44.2 million of A ordinary shares at a weighted average price of $37.90 per share. Additionally, 120,506 new A ordinary shares were issued, including 110,620 shares from warrant exercises and 9,886 shares to employees from vested restricted stock units. The total outstanding A ordinary shares now stand at 143,039,218.

Noble also revealed its intention to voluntarily delist from NASDAQ Copenhagen in late 2024 or early 2025, while maintaining its primary listing on the New York Stock Exchange. Shareholders of Danish Shares have options to transfer their shares to NYSE or sell prior to delisting.

Positive

• Repurchased $44.2 million of A ordinary shares, indicating confidence in company value
• Issued 110,620 new shares from warrant exercises, generating $27,645 in proceeds
• Total outstanding shares increased to 143,039,218, potentially improving liquidity

Negative

• Planned delisting from NASDAQ Copenhagen may reduce European investor accessibility
• Share repurchases could potentially reduce available capital for operations or investments

Insights

Financial Analyst

Noble 's share repurchase of $44.2 million at an average price of $37.90 per share demonstrates confidence in the company's value. This move typically signals management's belief that the stock is undervalued, potentially boosting investor sentiment. The warrant exercises and restricted stock unit vesting have minimal dilutive effect, adding only 120,506 new shares to the 143 million outstanding.

The planned delisting from NASDAQ Copenhagen simplifies Noble's listing structure, potentially reducing administrative costs. However, it may impact European investors' accessibility. The maintained NYSE listing ensures continued liquidity and visibility in the primary U.S. market.

Corporate Governance Expert

Noble's share repurchase program reflects sound capital allocation, returning value to shareholders. The issuance of shares through warrant exercises and employee stock programs aligns with typical corporate practices for incentivizing stakeholders. The transparency in reporting these changes, including detailed share counts and voting rights, demonstrates strong corporate governance.

The planned delisting from NASDAQ Copenhagen is a strategic move to streamline operations. While it may reduce European investor access, it also simplifies compliance and reporting requirements. The company's proactive communication about transfer options for Danish shareholders shows responsible management of the transition process.

SUGAR LAND, Texas, Aug. 31, 2024 /PRNewswire/ -- Noble Corporation plc ("Noble") (NYSE: NE, CSE: NOBLE) today announces changes to its share capital. During the month of August, Noble has repurchased approximately USD 44.2 million of A ordinary shares under its previously announced share repurchase plan at a weighted average price of approximately USD 37.90 per A ordinary share. These shares, repurchased during the last week of August, are expected to be cancelled in September (thus their cancellation is not yet reflected in the outstanding share count total enumerated below).

During the period since July 31, 2024, 120,506 new A ordinary shares each with a nominal value of USD 0.00001 have been issued.

110,620 new A ordinary shares have been issued to certain holders of warrants as a consequence of the exercise of warrants. The exercise price was USD 19.27 per A ordinary share for 652 of the new A ordinary shares, USD 23.13 per A ordinary share for 652 of the new A ordinary shares and 109,316 new A ordinary shares were issued as a result of a cashless exercise. The total proceeds to Noble from the warrant exercises amount to USD 27,645.

Additionally, 9,886 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 143,039,218 A ordinary shares of Noble issued and outstanding with a nominal value of USD 0.00001 each.

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 USD 0.00001	143,039,218	143,039,218	USD 1,430.39218
Total	143,039,218	143,039,218	USD 1,430.39218

Intention to delist from NASDAQ Copenhagen

Noble intends to voluntarily delist from NASDAQ Copenhagen ("NASDAQ"), effective in late 2024 or early 2025. Noble will remain traded on the New York Stock Exchange ("NYSE"), as Noble's primary listing exchange.

To avoid holding Noble shares (in the form share entitlements currently tradeable on NASDAQ, the "Danish Shares") that are not tradeable on a registered market following the effective date of the delisting, holders of Danish Shares currently have the following options:

• Transfer. Shareholders may transfer their Danish Shares currently trading on NASDAQ to Noble shares trading on NYSE. Shareholders may contact their broker to arrange for transfer.  Any transfer, brokerage or holding fees are the responsibility of the shareholder.
• Sell. Shareholders may sell their Danish Shares on NASDAQ prior to the effective date of the delisting.

Noble has not filed, and has not yet determined when it will file, a formal delisting request with NASDAQ. Additional information, including details regarding the practicalities of final transfers and tax treatment, will be provided after Noble submits its formal delisting request.

More information can be found on the Stockholder Information - FAQ section of the Investor Relations page on our website at www.noblecorp.com.

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

How many shares did Noble (NE) repurchase in August 2024?

Noble repurchased approximately $44.2 million worth of A ordinary shares in August 2024 at a weighted average price of $37.90 per share.

What is Noble 's (NE) total number of outstanding shares as of August 31, 2024?

As of August 31, 2024, Noble has a total of 143,039,218 A ordinary shares issued and outstanding.

When does Noble (NE) plan to delist from NASDAQ Copenhagen?

Noble intends to voluntarily delist from NASDAQ Copenhagen in late 2024 or early 2025, while maintaining its listing on the New York Stock Exchange.

What options do shareholders of Noble (NE) Danish Shares have regarding the planned delisting?

Shareholders of Noble Danish Shares can either transfer their shares to Noble shares trading on NYSE or sell their Danish Shares on NASDAQ prior to the effective date of the delisting.