SINGAPORE (Apr 23): Goldilocks Investment Company says Noble Group's rejection of its request to nominate five non-executive directors at the company’s Annual General Meeting on Apr 30 is an "act of utmost bad faith" which is "calculated to intentionally damage Goldilocks and all other shareholders".

In its response after Noble's filing before Monday's market opening, Goldilocks says it is "unprecedented for an SGX-listed company to behave in such a manner and threaten shareholders this way," says Goldilocks, "Noble’s own 2017 annual report publicly recognises Goldilocks as an 8.1 % shareholder," it adds.

Late on Apr 18, the Abu Dhabi investment fund had lodged a notice at Noble's registered address in Bermuda proposing that Ajit Vijay Joshi, Bachir Nawar, Khoo Song Koon, Chow Wai San and Lim Yu Neng Paul be put forward for election as non-executive directors of the company and requested for Noble to circulate a statement to its shareholders.

In its filing, Noble says its Bermuda counsel has advised that Goldilocks' notice and request are legally deficient as they have not been lodged in accordance with the company’s bye-laws nor in accordance with applicable Bermuda law.

This is because although Goldilocks is the beneficial holder of 107.5 million shares representing 8.1% of the Noble's issued share capital, the shares are held through a depository agent.

See also: Voting woes for shareholders of SGX-listed Bermuda companies

"Beneficial holders who are either a 'depositor' holding through CDP or utilising the services of a depository agent who in turns holds an interest through CDP, are not registered holders of shares and do not appear in the Register of Members," says Noble.

According to media reports, Goldilocks is said to hold Noble shares through a DBS nominee account with SHUAA Capital as its broker.

Noble's board added it was regrettable that Goldilocks had not taken the proper steps to enable valid nominations to be considered and voted upon at the AGM nor to enable the statement to be circulated to shareholders.

Hitting back, Goldilocks added that the latest act by Noble demonstrated that the group has no regard whatsoever for the laws and rules applicable in Singapore.

"This makes it palpably clear why Noble is seeking to flee to the United Kingdom and ram through a restructuring plan that will trample on shareholders’ rights," says Goldilocks, adding it will preserve and continue to fight these grave injustices.

As at 10.36am, shares in Noble are up 0.7 cent at 11 cents.