Noble Group Limited: Quarterly Financial Statements And Dividend Announcement 3Q 2016

Transcription

1. Noble Group Limited Quarterly Financial Statements And Dividend Announcement Financial statements for the nine months ended 30 September 2016 These figures have not been audited PART I INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2, Q3), HALF YEAR AND FULL YEAR RESULTS 1(a)(i) An income statement (for the group) together with a comparative statement for the corresponding period of the immediately preceding financial year REVENUE Cost of sales and services (unaudited) 3Q 2016 1 Jan to 30 Sep 2016 US$'000 (unaudited) 3Q 2015 1 Jan to 30 Sep 2015 US$'000 35,399,366 53,690,237 (34,802,419) (52,660,942) Operating income from supply chains, net 596,947 Losses on supply chain assets Share of profits and losses of: Joint ventures Associates (56,653) TOTAL OPERATING INCOME Other income net of other expenses Selling, administrative and operating expenses PROFIT/(LOSS) BEFORE INTEREST AND TAX Finance income Finance costs PROFIT/(LOSS) BEFORE TAX Taxation PROFIT/(LOSS) FOR THE PERIOD Attributable to: Equity holders of the parent Non-controlling interests (unaudited) Q3 2016 1 Jul to 30 Sep 2016 US$'000 (unaudited) Q3 2015 1 Jul to 30 Sep 2015 US$'000 Increase/ (Decrease) Q3 2016 vs Q3 2015 % (34) 11,552,344 18,692,661 (38) (34) (11,381,568) (18,410,408) (38) (42) 170,776 282,253 (52,364) 8 (23,204) (24,442) (5) (4,523) (42,576) (9,801) (198,091) (54) (79) (3,866) (15,184) (3,544) (62,118) 9 (76) 493,195 769,039 (36) 128,522 192,149 (33) 5,457 (472,452) (253) (426,508) (215) (163,234) (257) (120,955) (16) 35 26,200 342,278 (92) (34,927) 70,937 38,555 (153,891) 40,133 (180,004) (4) (15) 12,701 (51,166) 11,709 (57,589) (89,136) 202,407 N/A (73,392) 25,057 N/A N/A 45,004 1,071 4,102 46,276 1,029,295 Increase/ (Decrease) 3Q 2016 vs 3Q 2015 % (7,226) N/A 11 (39) N/A 8 (11) (42,860) 195,181 N/A (28,388) 26,128 N/A (42,511) (349) 193,904 1,277 N/A N/A (28,105) (283) 24,677 1,451 N/A N/A (42,860) 195,181 N/A (28,388) 26,128 N/A EARNINGS/(LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT (see paragraph 6) Basic Diluted 3Q 2016 US$ 3Q 2015 US$ Q3 2016 US$ Q3 2015 US$ (0.0078) (0.0078) 0.0270 0.0270 (0.0032) (0.0032) 0.0029 0.0029 1
2. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (a)(i) An income statement (for the group) together with a comparative statement for the corresponding period of the immediately preceding financial year (cont'd) Notes: (A) PROFIT/(LOSS) FROM UNDERLYING BUSINESSES The Group has used adjusted net profit/(loss) to measure its underlying financial performance. Adjusted net profit/(loss) excludes those items of financial performance that, due to their size and nature, the Group believes should be considered separately to assess its underlying performance. The adjusted income statement aligns to the performance information the Co- CEOs use for day to day management of the Group’s business decisions. Accordingly, adjusted net profit/(loss) excludes results from businesses which are discontinuing or are to be discontinued in the near future. (unaudited) 1 January 2016 to 30 September 2016 Adjustment *1 *2 Business departments discontinuing or to be Per IFRS discontinued Per adjusted US$'000 US$'000 US$'000 Revenue Cost of sales and services 35,399,366 (34,802,419) (820,314) 901,012 34,579,052 53,690,237 (33,901,407) (52,660,942) Loss on supply chain assets Share of profits and losses of: Joint ventures Associates (56,653) 9,774 (46,879) (52,364) - (52,364) (4,523) (42,576) (6,669) - (11,192) (42,576) (9,801) (198,091) 5,341 - (4,460) (198,091) Total operating income 493,195 83,803 576,998 769,039 24,433 793,472 5,457 (472,452) (18) 33,188 5,439 (439,264) (253) (426,508) 76 44,150 (177) (382,358) 143,173 342,278 68,659 410,937 (113,302) 40,277 (139,871) (7,226) 1,781 (10,548) (138,090) (17,774) 70,148 195,181 59,892 255,073 26,200 Finance costs net of finance income Taxation (115,336) 46,276 Net profit/(loss) (42,860) 116,973 2,034 (5,999) 113,008 1,029,295 19,092 50,157,326 (49,108,939) 596,947 Profit before interest and tax 677,645 (3,532,911) 3,552,003 Operating income/(loss) from supply chains Other income net of other expenses Selling, administrative and operating expenses 80,698 (unaudited) 1 January 2015 to 30 September 2015 Adjustments *1 *2 Business departments discontinuing or to be Per IFRS discontinued Per adjusted US$'000 US$'000 US$'000 1,048,387 *1 Represents results of businesses which are discontinuing or are to be discontinued in the near future and costs associated with restructuring, including headcount reductions. These businesses include certain gas & power product divisions in North America and Europe; certain mining & metals product divisions in North America and Europe; and certain energy product divisions in North America. *2 The adjusted net profit/(loss) includes results from Noble Americas Energy Solutions ("NES"). 2
3. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (a)(ii) A comprehensive income statement (for the group) together with a comparative statement for the corresponding period of the immediately preceding financial year (unaudited) 3Q 2016 1 Jan to 30 Sep 2016 US$'000 (unaudited) 3Q 2015 1 Jan to 30 Sep 2015 US$'000 (unaudited) Q3 2016 1 Jul to 30 Sep 2016 US$'000 (unaudited) Q3 2015 1 Jul to 30 Sep 2015 US$'000 PROFIT/(LOSS) FOR THE PERIOD (42,860) 195,181 (28,388) 26,128 OTHER COMPREHENSIVE INCOME/(LOSS) Net other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods: Net gains/(losses) on cash flow hedges after tax Revaluation/realization of long term equity investments Exchange differences on translation of foreign operations 108,155 2,379 5,116 (21,931) (3,865) (62,253) 31,329 9,243 2,156 (91,393) (1,176) (35,971) OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD, NET OF TAX 115,650 (88,049) 42,728 (128,540) TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD, NET OF TAX (see paragraph 1(d)(i)) 72,790 107,132 14,340 (102,412) Attributable to: Equity holders of the parent Non-controlling interests 73,139 (349) 105,855 1,277 14,623 (283) (103,863) 1,451 72,790 107,132 14,340 (102,412) 3
4. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year Notes NON-CURRENT ASSETS Property, plant and equipment Mine properties Intangible assets Investments in subsidiaries Investments in joint ventures Investments in associates Long term equity investments Long term loans Deferred tax assets Total non-current assets Group (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 (restated) Company (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 786,662 15,366 127,517 216,311 492,846 32,884 261,338 234,738 2,167,662 833,210 15,776 331,843 289,951 502,345 35,558 282,425 165,116 2,456,224 3,731,687 18,079 614 22,100 3,772,480 3,731,687 16,303 843 3,748,833 1,421,892 2,521,375 1,013,181 1,953,270 2,434,076 1,166,089 464,949 4,971,808 43,525 754,932 5,773,980 46,707 (C) (D) 3,972,073 1,578,668 106,725 10,613,914 6,204,980 1,791,520 92,237 13,642,172 781 5,481,063 394 6,576,013 (E) (F) 1,435,672 - 205,583 748,000 12,049,586 14,595,755 5,481,063 6,576,013 2,859,834 4,726,877 1,616,588 179,630 2,044,916 248,001 (H) 1,686,004 2,255,793 26,739 6,828,370 3,026,629 2,127,814 360,241 7,511 10,249,072 6,574 1,569,767 3,372,559 62,065 1,692,054 360,241 4,407,277 (E) (E) 659,906 64,449 6,178 64,449 Total current liabilities 7,552,725 10,319,699 3,372,559 4,407,277 NET CURRENT ASSETS 4,496,861 4,276,056 2,108,504 2,168,736 TOTAL ASSETS LESS CURRENT LIABILITIES 6,664,523 6,732,280 5,880,984 5,917,569 1,200,675 1,555,117 6,114 2,761,906 1,846,189 1,586,911 1,318 3,434,418 1,136,436 1,555,117 2,691,553 1,779,775 1,586,911 3,366,686 3,902,617 3,297,862 3,189,431 2,550,883 CURRENT ASSETS Cash and cash equivalents Due from subsidiaries Trade receivables Prepayments, deposits and other receivables Fair value gains on commodity and other derivative financial instruments Inventories Tax recoverable Assets in subsidiaries classified as held for sale Assets in associates classified as held for sale (A) (B) Total current assets CURRENT LIABILITIES Due to subsidiaries Trade and other payables and accrued liabilities Fair value losses on commodity and other derivative financial instruments Bank debts Senior notes Tax payable Liabilities in subsidiaries classified as held for sale Liabilities related to held for sale subsidiaries NON-CURRENT LIABILITIES Bank debts Senior notes Deferred tax liabilities Total non-current liabilities NET ASSETS (G) (C) (H) - - - - 4
5. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year (cont'd) Notes EQUITY Equity attributable to equity holders of the parent Issued capital Share premium Treasury shares Capital securities Reserves Reserves in subsidiaries classified as held for sale Retained profits Non-controlling interests Non-controlling interests Non-controlling interests attributable to subsidiaries classified as held for sale TOTAL EQUITY (I) (E) (E) Group (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 (restated) 427,008 2,341,543 (102,075) 397,547 (115,317) 5,609 942,855 3,897,170 216,360 2,049,677 (102,075) 397,547 (278,418) 5,609 1,003,366 3,292,066 Company (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 427,008 2,341,543 (102,075) 397,547 78,331 47,077 3,189,431 216,360 2,049,677 (102,075) 397,547 (30,890) 20,264 2,550,883 2,888 3,114 - - 2,559 5,447 2,682 5,796 - - 3,902,617 3,297,862 3,189,431 2,550,883 Notes: (A) Cash and cash equivalents Cash and cash equivalents in the statement of financial position include: Group (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 Cash and short term time deposits Cash balances with future brokers Cash and cash equivalents 775,437 646,455 1,421,892 1,170,078 783,192 1,953,270 Company (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 464,219 730 464,949 754,932 754,932 For the purpose of the consolidated statement of cash flows, only the portion of the cash balances with futures brokers that are immediately available for use in the business operations are included as cash and cash equivalents. Group (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 Cash and cash equivalents per above Cash balances attributable to subsidiaries classified as held for sale Less: Cash balances with futures brokers not immediately available for use in the business operations Company (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 1,421,892 173,987 1,953,270 3,085 464,949 - 754,932 - (464,692) 1,131,187 (397,044) 1,559,311 464,949 754,932 (B) Prepayments, deposits and other receivables Group (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 Prepayments to suppliers Trade prepayments Non-trade prepayments Deposits and other receivables Contracts in progress Current portion of long term loans Cash reserve Amounts due from joint ventures/associates 178,795 96,197 30,038 367,923 24,766 172,898 13,500 129,064 1,013,181 328,475 123,375 20,619 358,455 58,852 138,375 13,500 124,438 1,166,089 Company (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 15,196 15,207 12,500 622 43,525 2,441 31,312 12,500 454 46,707 5
6. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year (cont'd) (C) Commodity and other derivative financial instruments All derivative financial instruments are initially recognised at fair value on the date on which the contract is entered into and are subsequently re-measured at fair value. Any gains or losses arising from changes in the fair value of derivatives for trading purpose are recorded in the income statement in the cost of sales and services in the period of change. Whereas the gains or losses arising from changes in the fair value of derivatives for cashflow hedge purpose are recorded in the equity reserve. Group (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 Fair value gains on commodity and other derivative financial instruments Fair value losses on commodity and other derivative financial instruments Net fair value gains on commodity and other derivative financial instruments 3,972,073 (1,686,004) 2,286,069 6,204,980 (3,026,629) 3,178,351 (D) Inventories Readily marketable inventories ("RMI") are certain commodity inventories (hedged or presold) which are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. RMI is not a defined IFRS concept. At 30 September 2016 RMI was US$1,489,737,000 (2015: US$1,710,185,000), which represented 94% (2015: 95%) of total inventories and included certain inventories in transit to customers. (E) Subsidiaries classified as held for sale (i) As part of the disposal of Noble Agri Limited ("NAL") Group, the Group retained the palm business in exchange for a promissory note of US$64,449,000 to NAL Group. The promissory note carries a contingent value right under which the Group shall remit to the NAL Group, the proceeds of the sale of palm business, less any taxes, expenses and other costs of sale, received by the Group from a third party, and the NAL Group shall return the promissory note. The major classes of assets and liabilities for the sale of palm business as at 30 September 2016 are as follows: (unaudited) As at 30/9/2016 US$'000 Non-current assets Current assets Assets in subsidiaries classified as held for sale Liabilities in subsidiaries classified as held for sale (all current) Net assets directly associated with subsidiaries classified as held for sale Liabilities related to held for sale 203,629 22,308 225,937 (10,827) 215,110 (64,449) Reserves in subsidiaries classified as held for sale 5,609 Non-controlling interests attributable to subsidiaries classified as held for sale 2,559 6
7. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year (cont'd) (E) Subsidiaries classified as held for sale (cont'd) (ii) On 30 May 2016, the Group announced that the Group had initiated the sales process to dispose of its entire 100% interest in NES. Subsequent to the balance sheet date, on 10 October 2016, the Group announced it had entered into a purchase agreement with Calpine Energy Services Holdco II LLC and Calpine Energy Financial Holdings LLC in connection with (i) the proposed sale of all of the issued and outstanding membership interests (the "Units") of NES and (ii) the proposed assignment by the Company of the rights and the post-closing obligations under an ISDA 2002 Master Agreement dated 1 January 2016 and related Master Confirmation dated 1 August 2016 entered into between NGL and NES (the "Proposed Disposal"). Consideration for the Proposed Disposal comprises: i) US$800 million; ii) plus the net working capital of NES on the day immediately preceding the closing date; and iii) minus any indebtedness of NES on the day immediately preceding the closing date. The completion of the Proposed Disposal is conditional upon, inter alia , the following conditions: (i) any applicable waiting period under the Hart Scott- Rodino Anti-Trust Improvements Act of 1976 having expired or been terminated, early termination was granted effective 26 October 2016; (ii) the passing at a general meeting of the Company of a resolution to approve the Proposed Disposal, which was obtained on 3 November 2016; and (iii) the approval of U.S. Federal Energy Regulatory Commission under section 203 of the U.S. Federal Power Act. Upon completion of the proposed sale, the Group will no longer hold any Units in NES. The major classes of assets and liabilities for the sale of NES as at 30 September 2016 are as follows: (unaudited) As at 30/9/2016 US$'000 Non-current assets Current assets Assets in subsidiaries classified as held for sale Liabilities in subsidiaries classified as held for sale (all current) Net assets directly associated with subsidiaries classified as held for sale 205,113 1,004,622 1,209,735 (649,079) 560,656 (F) Associates classified as held for sale On 23 December 2015, the Company and Noble Agri International Limited ("NAIL") entered into a proposed sale of 1,509,937,328 ordinary shares of par value US$1.00 each of NAL in accordance with the terms and conditions of the share sale agreement. Consideration of the 49% stake in NAL under the share sale Agreement comprised: 1) US$750 million payable in cash to Noble Group Limited by COFCO International Limited at closing; plus 2) Deferred consideration subject to certain adjustments and a cap of US$200 million The Group's interests in NAL Group of US$748 million as at 31 December 2015 was included in the current assets as assets in associates classified as held for sale. On 3 March 2016, cash consideration of US$750 million was received and NAL ceased to be an associate of the Group. (G) Trade and other payables and accrued liabilities Group (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 Trade payables Accrued purchases Accrued trade liabilities Accrued finance costs Accrued non-trade liabilities Excess of progress billings over contracts costs Amounts due to joint ventures/associates 2,354,117 73,662 158,346 14,450 207,706 26,404 25,149 2,859,834 3,731,013 327,388 268,369 61,948 259,320 64,146 14,693 4,726,877 Company (unaudited) (audited) As at As at 30/9/2016 31/12/2015 US$'000 US$'000 13,127 166,503 179,630 59,339 188,662 248,001 7
8. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year (cont'd) (H) Senior notes US$1,176,920,000 (Originally US$1,250,000,000) Senior Notes due 29 January 2020 In October 2009, the Company issued 6.750% senior notes of US$850 million at 99.105%. On 9 February 2010, the Company issued a further US$400 million 6.750% senior notes due 2020 at 103.6676% to form a single series US$1,250 million senior notes due 29 January 2020. The Company has the right to redeem some or all of the senior notes at any time on or after 16 October 2010 at the redemption prices stipulated in "Description of notes - Optional redemption" in the agreement. In May 2012, June 2012 and January 2016, the Company repurchased US$73,080,000 of its US$1,250,000,000 6.75% senior notes. Such senior notes were cancelled subsequent to the repurchases. The principal amount of senior notes outstanding was US$1,176,920,000 at 30 September 2016. RM3,000,000,000 Medium Term Note In March 2012, the Company established a multi-currency Islamic medium term note programme of up to Ringgit Malaysia 3 billion (or its equivalent in foreign currency) under the laws of Malaysia. Under the programme, the Company may issue Islamic medium term notes (“Sukuk Murabahah”) from time to time in Malaysian Ringgit or in other currencies, in various amounts and tenors of more than a year and up to a maximum tenor of 20 years. The Sukuk Murabahah holders in subscribing or purchasing the Sukuk Murabahah with rights of early redemption grant the Issuer the option to redeem the Sukuk Murabahah, in whole or in part, prior to maturity dates stipulated in the agreement of the notes. In October 2012, December 2012 and January 2013, the Company issued 4.50% medium term notes of RM300,000,000 at par due 16 October 2015, issued 4.22% medium term notes of RM300,000,000 at par due 13 December 2014 and issued 4.30% medium term notes of RM300,000,000 at par due 30 January 2016, respectively. All notes were fully redeemed on their respective due dates. US$3,000,000,000 Medium Term Note In August 2011, the Company established a US$3,000,000,000 medium term note programme. Under the programme, the Company may issue notes from time to time in various currencies, amounts and tenors. The notes may bear fixed or floating rates, may bear interest on dual currency or index linked bases or may not bear interest. The notes may be offered on a syndicated or non-syndicated basis. The pricing supplement issued in respect of each issue of notes will state whether such notes may be redeemed prior to their stated maturity at the Company’s option (either in whole or in part) and/or at the option of the holders, and if so the terms applicable to such redemption. The Company has the right to redeem some or all of the medium term notes at any time at the redemption prices stipulated in the agreement of the medium term notes. On 30 January and 20 March 2013, the Company issued 4.00% medium term notes of RMB1,000,000,000 at par due 29 January 2016 and issued 3.625% medium term notes of US$400,000,000 at 99.268% due 20 March 2018, respectively. The notes of RMB1,000,000,000 due on 29 January 2016 were fully redeemed. In March 2015 and January 2016, the Company repurchased US$21,000,000 of its US$400,000,000 3.625% medium term notes. Such medium term notes were cancelled subsequent to the repurchases. The principal amount of medium term notes outstanding was US$379,000,000 as at 30 September 2016. THB 2,850,000,000 Guaranteed Bonds On 26 April 2013, the Company issued Thai Baht denominated guaranteed bonds of THB 2,850,000,000 due 25 April 2016. The bonds were issued at 3.55% coupon, unconditionally and irrevocably guaranteed as to the payment of principal and interest by Credit Guarantee and Investment Facility (“CGIF Guarantee”) in accordance with the terms of the CGIF Guarantee. The bonds were fully redeemed on 25 April 2016. (I) Capital securities 6.0% US$400,000,000 Perpetual The Company issued perpetual capital securities with a par value of US$350,000,000 on 24 June 2014. On 10 July 2014, the Company issued an additional US$50,000,000 of the perpetual capital securities at an issue price of 101%. The US$50,000,000 perpetual capital securities were consolidated with the US$350,000,000 capital securities issued on 24 June 2014 to form a single series of US$400,000,000 in perpetual capital securities. The capital securities are perpetual and do not have a fixed redemption date. The distribution of the securities is 6.0% per annum, payable in arrears on a semi-annual basis. The first distribution date was on 24 December 2014. The Company may, on giving not more than 60 nor less than 30 days' irrevocable notice to the holders in writing, redeem all but not some only of the securities in accordance with the terms and conditions of the securities. In the event of a winding-up, the rights and claims of the holders in respect of the capital securities shall rank ahead of claims in respect of the Company's shareholders, but shall be subordinated in right of payment to the claims of all present and future unsubordinated obligations, except for obligations of the Company that are expressed to rank pari passu with, or junior to, its obligations under the capital securities. 8
9. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (b)(ii) Aggregate amount of group's borrowings and debt securities (a) Amount repayable in one year or less, or on demand (b) Amount repayable after one year Total (unaudited) As at 30/9/2016 Secured Unsecured US$'000 US$'000 (audited) As at 31/12/2015 Secured Unsecured US$'000 US$'000 619,977 64,240 1,635,816 2,691,552 412,195 66,414 2,075,860 3,366,686 684,217 4,327,368 478,609 5,442,546 (c) Details of any collateral: Certain bank debts were secured by trade receivables, inventories and equipment of the Group as at 30 September 2016 and 31 December 2015. 1(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year Notes CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) before tax Adjustments to profit/(loss) before tax Operating profit before working capital changes Decrease/(increase) in working capital Net decrease/(increase) of cash balances with futures brokers not immediately available for use in the business operations Interest received Taxes paid Net cash flows from/(used in) operating activities (A) (B) (unaudited) 3Q 2016 1 Jan to 30 Sep 2016 US$'000 (unaudited) 3Q 2015 1 Jan to 30 Sep 2015 US$'000 (restated) (unaudited) Q3 2016 1 Jul to 30 Sep 2016 US$'000 (89,136) 299,089 209,953 (818,533) 202,407 513,933 716,340 (1,291,533) (73,392) 108,703 35,311 (90,224) 25,057 161,072 186,129 89,831 (67,648) 38,555 (10,577) (648,250) 45,860 40,133 (25,194) (514,394) (32,471) 12,701 (3,842) (78,525) 37,469 11,709 (7,404) 317,734 (179,956) 97,293 (22,104) 442,343 (387,827) NET CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES (C) 782,861 NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES (D) (564,528) 1,142,360 (unaudited) Q3 2015 1 Jul to 30 Sep 2015 US$'000 (restated) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Net foreign exchange differences Cash and cash equivalents at beginning of period (429,917) 1,793 1,559,311 448,010 (25,041) 554,276 461,111 2,175 667,901 (92,197) (12,769) 1,082,211 CASH AND CASH EQUIVALENTS AT END OF PERIOD 1,131,187 977,245 1,131,187 977,245 775,437 646,455 1,421,892 173,987 651,243 628,322 1,279,565 2,228 775,437 646,455 1,421,892 173,987 651,243 628,322 1,279,565 2,228 (464,692) (304,548) (464,692) (304,548) 1,131,187 977,245 1,131,187 977,245 ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Bank balances and short term time deposits Cash balances with future brokers Cash balances attributable to subsidiaries classified as held for sale Less: Cash balances with futures brokers not immediately available for use in the business operations Cash and cash equivalents as stated in the statement of cash flows 9
10. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year (cont'd) Notes to the statement of cash flows:(A) Adjustments to profit/(loss) before tax: Share of profits and losses of joint ventures/associates Net finance costs Depreciation Amortisation of intangible assets Share-based payment and equity-settled share option expenses Impairment of non-current assets Net (gain)/losses on disposal of non-current assets Losses/(gain) on redemption of senior notes Dividend income from long term equity investments (B) Decrease/(increase) in working capital includes: Decrease/(increase) in trade receivables Decrease/(increase) in prepayments, deposits and other receivables Decrease/(increase) in net fair value gains/losses on commodity and other derivative financial instruments Decrease in inventories Decrease in trade and other payables and accrued liabilities (C) Net cash flows from/(used in) investing activities: Additions of property, plant and equipment Net cash paid on acquisition of subsidiaries Investments in joint ventures/associates Disposal of long term equity investments, net Proceeds from disposal of property, plant and equipment Proceeds from disposal of associates Dividend income from long term equity investments Decrease/(increase) in long term loans Decrease/(increase) in amounts due from joint ventures/associates (D) Net cash flows from/(used in) financing activities: Interest paid on financing activities Bank debts - additions Bank debts - repayments Exercise of share options Net proceeds from rights issue Redemption of senior notes Acquisition of treasury shares Dividend paid to capital securities Dividend paid to equity holders (unaudited) 3Q 2016 1 Jan to 30 Sep 2016 US$'000 (unaudited) 3Q 2015 1 Jan to 30 Sep 2015 US$'000 (restated) (unaudited) Q3 2016 1 Jul to 30 Sep 2016 US$'000 (unaudited) Q3 2015 1 Jul to 30 Sep 2015 US$'000 (restated) 47,099 115,336 77,480 12,085 47,740 3,284 9,822 (13,315) (442) 299,089 207,892 139,871 68,913 17,352 75,445 11,173 (7,654) 941 513,933 19,050 38,465 26,574 3,495 11,516 21 9,594 (12) 108,703 65,662 45,880 23,476 5,604 18,811 2,309 (1,720) 1,050 161,072 (213,308) 125,548 423,800 214,491 422,582 62,865 675,003 (158,610) 709,259 213,153 (1,653,185) (818,533) 3,047 561,714 (2,494,585) (1,291,533) (36,672) 25,573 (564,572) (90,224) (449,272) 674,464 (651,754) 89,831 (62,379) (6,151) 8,569 6,059 750,000 442 14,229 72,092 782,861 (57,914) (23,912) (59,138) 5,479 9,681 (21,475) (32,677) (179,956) (13,583) 8,253 12 20,702 81,909 97,293 (14,426) (4,058) 3,827 (806) (6,641) (22,104) (153,306) 2,032,452 (2,549,986) 497,618 (379,306) (12,000) (564,528) (178,621) 7,866,783 (5,615,554) 63 (769,813) (102,075) (12,000) (46,423) 1,142,360 (50,976) 268,128 (272,427) 497,618 442,343 (57,251) 1,688,698 (1,254,501) (735,000) (29,773) (387,827) 10
11. Noble Group Limited Quarterly Financial Statements And Dividend Announcement These figures have not been audited 1 (d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year Attributable to equity holders of the parent Reserves Issued capital US$'000 At 1 January 2015 As previously reported IAS 16 and IAS 41 Amendments As restated Share premium US$'000 Treasury shares US$'000 Capital securities US$'000 Sharebased payment reserve US$'000 (145,291) (145,291) 216,357 216,357 2,049,617 2,049,617 - 397,547 397,547 Profit for the period Other comprehensive income/(loss), net of tax (See 1a(ii)) Total comprehensive income/(loss), net of tax (See 1a(ii)) - - - - - - - - - - Issue of shares on exercise of share options Acquisition of treasury shares Share-based payment Equity-settled share option expenses Cash dividend Capital securities dividend Non-controlling interests arising from business combination Disposal of a subsidiary Acquisition of non-controlling interests 3 - 60 - - - At 30 September 2015 216,360 2,049,677 (102,075) 397,547 At 1 January 2016 As previously reported IAS 16 and IAS 41 Amendments As restated 216,360 216,360 2,049,677 2,049,677 (102,075) (102,075) 397,547 397,547 Loss for the period Other comprehensive income/(loss), net of tax (See 1a(ii)) Total comprehensive income/(loss), net of tax (See 1a(ii)) - - - - - - - - - Rights issue of shares Share-based payment Equity-settled share option expenses Capital securities dividend Disposal of a subsidiary 210,648 - 291,866 - At 30 September 2016 427,008 2,341,543 Share Capital option redemption reserve reserve US$'000 US$'000 Long term Acquisition Reserves in Cash flow investment Exchange of non- subsidiaries hedging revaluation fluctuation controlling classified as reserve reserve reserve interests held for sale US$'000 US$'000 US$'000 US$'000 US$'000 116,361 116,361 6,237 6,237 - - - - - - - (21,931) (3,865) - - - - (21,931) (3,865) - 56,500 - 18,945 - - - - - - - - - - (88,791) 135,306 6,237 (324,237) 3,812 (73,221) (73,221) 137,631 137,631 6,237 6,237 (249,960) (249,960) 1,347 1,347 - - - - - - - - - 108,155 - - - - - - - (4,896) 39,823 - 7,917 - - 397,547 (38,294) 145,548 6,237 (102,075) - (102,075) (302,306) (302,306) 5,063,965 (21,873) 5,042,092 Total US$'000 2,767,389 (21,590) 2,745,799 5,057,101 (21,590) 5,035,511 3,858 3,858 3,006 (283) 2,723 193,904 1,496 (219) 5,609 5,609 - - 193,904 (62,253) - - - (62,253) - - 193,904 105,855 - - - (46,423) (18,000) 63 (102,075) 56,500 18,945 (46,423) (18,000) - 2,177 - - 2,177 (124,349) 2,177 5,609 2,875,280 5,052,553 3,011 2,504 5,058,068 (102,629) (102,629) 2,177 2,177 5,609 5,609 1,024,956 (21,590) 1,003,366 3,313,656 (21,590) 3,292,066 3,114 3,114 2,965 (283) 2,682 3,319,735 (21,873) 3,297,862 - - - (42,511) (42,511) (123) (42,860) 2,379 5,116 - - 108,155 2,379 5,116 - - (42,511) 73,139 - - 6,784 - (18,000) - 497,618 39,823 7,917 (18,000) 4,607 (141,805) - 3,726 (62,096) (62,096) Total equity US$'000 Retained profits US$'000 - - 7,677 7,677 Noncontrolling interests US$'000 Noncontrolling interests attributable to subsidiaries classified as held for sale US$'000 - (90,729) (2,177) - 5,609 - 942,855 (88,049) 115,650 3,897,170 1,496 20 (186) (2,177) (226) (226) (219) 195,181 (88,049) 107,132 - 63 (102,075) 56,500 18,945 (46,423) (18,000) - 20 (186) - (123) - - 2,888 2,559 115,650 72,790 497,618 39,823 7,917 (18,000) 4,607 3,902,617 11
12. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 1 (d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year Company (unaudited) (unaudited) As at As at 30/9/2016 30/9/2015 Share’000 Share’000 ISSUED CAPITAL At 1 July Rights issue of shares At 30 September 6,739,467 6,535,410 13,274,877 6,739,467 6,739,467 SHARE OPTIONS OUTSTANDING AT 30 SEPTEMBER 704,985 353,721 TREASURY SHARES At 1 July Acquisition of tresaury shares At 30 September 204,057 204,057 139,303 64,754 204,057 On 3 June 2016, the Group announced the proposed renounceable underwritten rights issue on the basis of one rights share for every one existing share held by entitled shareholders as at the books closure date. Shareholders approved the rights issue in the Special General Meeting held on 24 June 2016. Book closure date was 30 June 2016 and the rights issue was completed on 1 August 2016. Accordingly, the issued share capital excluding treasury shares was increased to 13,070,819,124 shares of HK$0.25 each on 4 August 2016. 1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year Total number of issued shares excluding treasury shares as at 30 September 2016 was 13,070,819,124 shares (31 December 2015: 6,535,409,562 shares). 1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on Please refer to the 1(d)(ii) above. 2 Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice The financial statements for the nine months ended 30 September 2016, prepared in accordance with International Financial Reporting Standards ("IFRSs"), have not been audited or reviewed. 3 Whether the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of matter) The financial statements have not been audited or reviewed. 4 Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied The accounting policies adopted are primarily consistent with those disclosed in the 2015 audited financial statements, except for those disclosed under paragraph 5 below. 5 If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change The Group has adopted "IAS 16 and IAS 41 Amendments - Amendments to IAS 16 and IAS 41 - Bearer Plants" for the first time for the current year's financial statements. The effect of the adoption of these IFRSs on the financial statements of the Group was a restatement of retained profits of US$21,873,000, see note 1d(i) above. 12
13. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 6 Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year , after deducting any provision for preference dividends Basic earnings/(loss) per share amounts are calculated by dividing the profit/(loss) for the period attributable to ordinary equity holders of the parent less capital securities dividend by the weighted average number of ordinary shares outstanding during the period. Diluted earnings/(loss) per share amounts are calculated by dividing the profit/(loss) for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. The computations of basic and diluted earnings/(loss) per share are based on: Earnings/(loss) (unaudited) 3Q 2016 1 Jan to 30 Sep 2016 US$'000 (unaudited) 3Q 2015 1 Jan to 30 Sep 2015 US$'000 (unaudited) Q3 2016 1 Jul to 30 Sep 2016 US$'000 (unaudited) Q3 2015 1 Jul to 30 Sep 2015 US$'000 Profit/(loss) attributable to equity holders of the parent for basic and diluted earnings per share Less: Capital securities dividend (42,511) (18,000) 193,904 (18,000) (28,105) (6,000) 24,677 (6,000) Adjusted profit/(loss) attributable to ordinary equity holders of the parent for basic and diluted earnings per share (60,511) 175,904 (34,105) 18,677 (unaudited) 3Q 2016 1 Jan to 30 Sep 2016 Share'000 (unaudited) 3Q 2015 1 Jan to 30 Sep 2015 Share'000 (unaudited) Q3 2016 1 Jul to 30 Sep 2016 Share'000 (unaudited) Q3 2015 1 Jul to 30 Sep 2015 Share'000 Weighted average number of ordinary shares Dilutive effect of share options 7,785,251 - 6,516,205 2,563 10,521,993 - 6,399,565 - Weighted average number of ordinary shares adjusted for the dilutive effect 7,785,251 6,518,768 10,521,993 6,399,565 7 Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the (a) current financial period reported on; and (b) immediately preceding financial year Group Company (unaudited) (audited) (unaudited) (audited) As at As at As at As at 30/9/2016 31/12/2015 30/9/2016 31/12/2015 (restated) Net asset value per ordinary share based on issued share capital at end of the period US$ 0.30 US$ 0.50 US$ 0.24 US$ 0.39 8 A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following: a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on Please refer to the attached appendix: management's discussion and analysis of financial condition and results of operations. 9 Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results No forecast was previously given. 10 A commentary at the date of this announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months Please refer to the attached appendix: management's discussion and analysis of financial condition and results of operations. 13
14. Noble Group Limited Quarterly Financial Statements And Dividend Announcement 11 12 Dividend (a) Current financial period reported on Nil (b) Corresponding period of the immediately preceding financial year Nil (c) Date payable: Not applicable (d) Books closure date: Not applicable If no dividend has been declared/recommended, a statement to that effect No dividend has been declared/recommended for the nine months ended 30 September 2016. 13 Interested Person Transactions The Company does not have any Interested Person Transactions. Accordingly, no general mandate has been obtained from shareholders. 14 Confirmation By Directors Pursuant to Rule 705(5) of the Listing Manual Please refer to the attached appendix: negative assurance confirmation statement dated 10 November 2016. 15 Confirmation that the issuer has procured undertakings from all its directors and executive officers under Rule 720(1). The Company has procured undertakings from all its directors and executive officers in compliance with Listing Rule 720(1). 16 Use of Proceeds The Group has used approximately 20% of the net proceeds from its recent rights issue for the repayment of part of its syndicated loan facilities. Such use and percentage is in accordance with the Offer Information Statement. Further announcements will be made following material disbursement of the remaining proceeds. PART II ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT (THIS PART IS NOT APPLICABLE TO Q1, Q2, Q3 OR HALF YEAR RESULTS) 17 Segmented revenue and results for operating segments (of the group) in the form presented in the issuer’s most recently audited annual financial statements, with comparative information for the immediately preceding year. Not applicable 18 In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the operating segments Not applicable 19 A breakdown of the Group's sales Not applicable 20 A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year Not applicable 21 Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(10) Not applicable BY ORDER OF THE BOARD Richard Samuel Elman Chairman 10 November 2016 14