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Executives

Yusuf Alireza – CEO

Robert van der Zalm – CFO

Analysts

Nikhil Bhandari – Goldman Sachs

Patrick Yau – Citi

Conrad Werner – Macquarie Research

Charles Spencer – Morgan Stanley

Rujun Shen – Thomson Reuters

Adrian Foulger – Standard Chartered Bank

Noble Group Ltd Earnings Call (OTCPK:NOBGF) Interim 2014 Results Conference Call August 6, 2014 9:40 PM ET

Operator

Thank you for standing by, and welcome to the interim 2014 Noble Group Limited earnings conference call. [Operator Instructions].

I must advise you that this conference is being recorded today, August 7, 2014. I would like to turn the conference over to your first speaker today, Mr. Yusuf Alireza, the CEO. Please go ahead, Mr. Yusuf Alireza.

Yusuf Alireza

Thank you, Vivienne. Welcome to our results call for the 6-month period to the end of June 2014. In attendance is our CFO, Robert van der Zalm, and Nigel Robinson, who is a member of our Management Committee.

The format will be as usual. I will make some introductory remarks and cover the operating performance of the platforms, before handing over to Robert, who will briefly go through the balance sheets. We will then take questions from the floor.

First off, let me give you some thoughts on our results and update you on progress in our agricultural business, before talking about some of the influences that impacted our results across our 3 segments.

In the 6-month period to June 30 2014, we reported a Group net profit of $218 million, which is more than double the level of the comparable period in 2013.

Our operating income from supply chains for our continuing operations, which incorporates our energy and MMO business, for the 6 months to June 30 2014, was an interim record at $817 million.

It should also be noted that we carried a record tonnage for the period, reaching 125 million tonnes, a 13% increase from the same period in 2013.

Putting these numbers into Group context, it can clearly be seen, now that we are (technical difficulty) split out separately, the financial performance of the agricultural operations held for the sale, that the return on equity for the energy and MMO platforms is running at an annualized rate well in excess of our Group 20% per annum target.

This is an encouraging performance, and bodes well for the returns that we can expect as the asset-light strategy, building on our core competency in moving the physical molecule starts to impact the profit and loss account.

In this context, we continue to believe that we have grounds for being cautiously optimistic that our Group returns have passed their low point, especially as we start to implement the commercial activation of the recently announced partnerships that we have entered into.

While we expect these new ventures to have a very meaningful impact on our profitability over the next few years, it is also worth realizing that our financing is already benefiting some from the repositioning of the balance sheet that will occur on the agricultural restructuring.

For example, the $400 million issue that refinanced our perpetual prop bonds, was priced at 250 basis points below the previous issue's cost of funding.

Similarly, our bonds have traded on a very substantially tighter yield over the last 4 months. Our revolving credit facility also benefited from substantially narrower spreads.

If you believe, as I do, that ROE, the cost of capital and profitable growth are the key metrics that fundamentally drive shareholder value, our first 6-month numbers can be seen to be encouraging, especially when it is realized that they have been achieved during a period when market conditions have been quite difficult.

Now I turn to our agricultural business. In terms of both the operating and net loss, the performance of the platform has improved substantially over 2013, whilst still not at the levels we know it should be.

We continue to work hard to make sure that we are running the business as efficiently as possible, and that we have built more optionality into the platform to an expanded footprint and deeper management at critical points along the supply chain.

The agricultural platform has been focused on making sure that it will be able to handle the significantly increased volumes over the next few years, and it is undertaking a number of ports and logistics initiatives, some in the public domain, and some still at the negotiation stage.

We need to continue to push ahead, exploiting opportunities as they arise, to ensure that we have the physical capabilities in place to match our ambitions for the new Noble Agri.

On that note, I also want to take this opportunity to update you very briefly on where we are in relation to the transaction. We are working closely and at full steam ahead with the COFCO-led consortium, who are purchasing 51% of our agricultural business, to ensure that the transaction that we announced in early April closes well before yearend.

COFCO's senior management has been essential in terms of driving our collective vision forward.

In terms of additional third-party investors, we are very pleased that IFC, a member of the World Bank Group, has recently announced that it is reviewing an investment to Noble Agri; and other investor announcements will follow shortly.

We are making pleasing progress on what is quite a complex transaction, and I want to thank everyone involved in the transaction for their hard work.

I will now briefly review the operations of each of the 3 platforms, before handing over to Robert, to go through the rest of the presentation.

In agriculture we saw an improving performance in the segment, accompanied by a 43% increase in volume, led by the grains and oilseeds division.

The Group's sugar mills in Brazil operated satisfactorily in a challenging environment. The dry weather has had an impact on cane development, and the yields we are forecasting will only allow us to crush slightly more than in 2013, but with higher sugar content.

On the other hand, the drought restricted hydroelectricity output, and we have made some spot electricity sales into the higher prices that resulted from the hydroelectric shortfall.

In grains and oilseeds, crush margins in China have recovered recently, on the back of stronger-than-expected domestic demand. They are, however, still below the level required to provide adequate returns on a fully-costed basis.

Argentina continued its strong performance with a record harvest, allowing our crush facility in Timbues to run at full capacity, with good margins.

We've seen start-up issues restrain the performance of our 2 new crushing facilities in South Africa and Brazil in the first quarter. Both have seen a continuous improvement since.

The plant, Rondonopolis, Brazil, is operating at full capacity; and in the Ukraine we achieved record monthly crush volume.

Increasing port and storage capacity is a key focus, and we will double capacity at the TGU terminal in Uruguay, in which we have a 36% stake, following the extension of the concession there.

We also announced our partnership with Qube Holdings, to develop a new, multi-user grain handling facility in Australia.

Finally, we have recently announced our project to develop a port in Ukraine.

To conclude this section, the softs division mainly exhibited a solid performance across sugar, cotton and cocoa; while the coffee business was impacted by the extreme volatility in prices.

In the energy platform, we announced on July 14, 2014 that we, along with the EIG Global Energy Partners, were creating a new energy Company, Harbour Energy, that will be led by CEO Linda Cook, one of the sector's most-renowned executives.

Harbour will own and operate upstream and mid-stream energy assets globally. Noble will be the preferred uptake and marketing partner, a role which is expected to provide significant uplift in volume and additional optionality to the Group's oil, gas and power business.

At a day-to-day level, the energy business saw a very solid out-turn, which was broadly in line with last year's first-half performance across all metrics.

This was achieved despite the fact that the liquids and gas business saw a reduction in opportunities as the first half closed, on the back of much-reduced weather-related volatility.

Finally, our power and gas distribution business, based in San Diego, Noble America's Energy Solution, reported strong earnings in all major regions across the US, as it continued its success in adding customers and expanding its market share in what has been a difficult environment for many of our competitors.

Building on its leadership position in the Asian market, the energy, coal and carbon complex division is successfully expanding its European capabilities, establishing new flow.

The coal sector continues to be challenged, as prices fell during the first half to recent lows across the complex. This has impacted the financial performance of most of our partners on the supply side, which, if prices don't recover, will result in less investment and a cutback in supply.

In the MMO segment we continue to work with the management team at X2 Resources and its co-investors, with a view to crystallizing the common vision of creating a new mining – a new major mining company.

X2 are in the process of finalizing their third close; and the ultimate goal is still to have in excess of $4 billion of committed and co-investment equity capital.

In our existing business we have continued to successfully expand the non-ferrous metals business, with notable development in zinc and copper trading. The team moved record volumes for zinc in the quarter, and expanded its global copper business to new sources in Africa and South America, whilst serving the needs of new customers in North America and Europe.

Our non-ferrous metals business had a record first-half result as the investment in people, systems and relationships is clearly paying off.

In iron ore the continued decline in prices has resulted in improved margins for Chinese steel mills, and created opportunities for restocking. The division established new iron ore flows to China from Mongolia, securing our own pipeline from origination to destination.

Lower pricing and wider quality spreads, on the back of supply ramp-ups has negatively impact the performance of our Pty asset in Australia.

We have also expanded our special ores and ferro alloys business, with deliveries into Europe and the US.

In summary, our strategy is a simple one: we are working towards establishing Noble Group as the best Company in the world at moving the physical molecule from the producer to the consumer; and managing the markets, trading and operational risk associated with that activity.

By its very nature, the success of the strategy relies on positioning Noble as a partner of choice for our suppliers and our clients.

While our strategy is simple, and consistent with our core competence, which gives us the confidence we can deliver on it, the entire management team recognize that the fulfilment of that goal is anything but simple.

Being the best at anything is never easy; and takes conviction, commitment, and time.

In conclusion, while it is still early days, we are excited by the prospects for each of the partnerships that we have established across our platforms: COFCO; X2; and Harbour Energy.

We believe that in marrying the industry's best managers and operators of assets with our top tier supply chain expertise, we are aligning all parties' interests in a new and very exciting manner.

Thank you. And, with that, I'll pass on to Robert.

Robert van der Zalm

Thank you, Yusuf. So moving on to our capital structure and balance sheet.

As a result of the announcement of the Noble Agri COFCO joint venture, and in the line with the presentation at the end of the first quarter, the agricultural business has been classified as operations held for sale. This results in the assets and liabilities for Noble Agri being reclassified as separate consolidated line items on the balance sheet.

As a result, Noble Group's total debt for its ongoing business declined to $5.5 billion, recording a healthy net debt-to-capitalization ratio of 47%. This is the actual number and not a pro-forma theoretical post-transaction debt number.

This total debt figure of $5.5 billion incorporates approximately $2 billion in intercompany loans, which are currently extended by Noble Group to Noble Agri. We expect these loans to be repaid once Noble Agri is established as an independently-funded entity, at or shortly after closing.

Consequently, the independent funding of Noble Agri will result in $2 billion flowing back to the Noble balance sheet and reducing Noble Group's net debt.

This inflow is in addition to the expected $1.5 billion for the 51% equity of Noble Agri.

As Yusuf has mentioned, we're working closely with COFCO to ensure the successful completion of the transaction. This will involve significant carve-out work across key activities, such as treasury, accounting and IT; all of which is progressing to plan.

We're also working together with COFCO to establish committed and uncommitted banking facilities for Noble Agri, to ensure that it achieves the aim of creating an independent standalone presence in funding markets as soon as possible.

Leveraging both COFCO's and Noble's banking partnerships will allow us to replace the intercompany loans, as well as allow Noble Agri to continue to develop its business with its own credit lines and bank facilities.

The total Group debt balance, that is the total debt to the Group including the agri business, at $7 billion increased by $0.2 billion from end of quarter 1. This was mostly due to increases in inventory and working capital associated with the start of the harvest in South America and restocking in energy.

As to use of the proceeds of the sale of the stake in Noble Agri and the debt repayment, it is still early days, but we do have a significant pipeline of opportunities.

Some of these are already in the public domain. For example, we're happy to further announce our investment in X2 and Harbour Energy, which together account for $650 million. Both X2 and Harbour Energy are expected to add significant volume which, in turn, will need to be supported by working capital.

In addition, we can expect further organic growth around both the energy and the MMO segments, which will also require working capital.

Lastly, some of the proceeds will be used to refinance debt. We have $850 million in bonds coming due, or callable in 2015.

As always, we are focused on maintaining a healthy balance sheet and ensuring we are a strong credit for an investment grade rating category.

This leads us into liquidity and debt profile.

Our bank lines continue to grow with total committed and uncommitted bank lines now at $19 billion. We are grateful for the bank's continuing support.

We don't expect the total amount of bank lines to increase materially as a result of the Noble Agri JV. We are working hard to ensure that sufficient new credit lines are available for agri, whilst maintaining the liquidity of Noble Group, so that our business growth continues to be well supported.

We also have been busy over the last number of months in the debt capital market side. In June we redeemed the zero coupon convertible bond issued in 2007 on its maturity date and refinanced assets with bank debt.

Also in June, as Yusuf mentioned, we successfully raised $350 million from a perpetual bond with a distribution rate of 6% then tapped the markets for a further $50 million at 1% of par, which implied a yield of around 5.75%.

The proceeds of the issue was used primarily to refinance the 8.5% perpetual bonds which were redeemed on July 21. This refinancing results in close to $9 million in cash savings per year.

The redemption of the convertible bond, along with a reduction in the size of revolving credit facilities raised in May 2014, has resulted in a slight decline in our liquidity headwind. We are still at the industry-leading level of $4.5 billion.

We have been rationalizing our liquidity headwind in the light of the proceeds in repaying the intercompany loans from Noble Agri that we expect to receive upon closing.

Our debt maturity profile continues to be conservative and we don't expect any material change post the completion of Noble Group – Noble Agri JV.

We continue to be committed to investment grade rating ensuring that we maintain a strong balance sheet and conservative debt profile.

Moving to the value at risk. Value at risk increased in March due to the increased margin opportunities and heightened volatility in the energy market, but declined again to levels more in line with previous months and ended June at 0.39% of shareholders' equity.

The second quarter is typically a seasonal low month for energy and we have seen volatility fall off significantly.

With that, back to Yusuf.

Yusuf Alireza

Thank you, Robert. Operator, we can now open up the conference to questions, please.

Question-and-Answer Session

Operator

Thank you so much. [Operator Instructions]. Your first question comes from the line of Nikhil Bhandari from Goldman Sachs. The line is open. Please go ahead.

Yusuf Alireza

Hello.

Operator

Nikhil Bhandari from Goldman Sachs. Your line is open. Please go ahead.

Nikhil Bhandari – Goldman Sachs

Hello. Hi. Can you hear me?

Yusuf Alireza

Yes, we can.

Nikhil Bhandari – Goldman Sachs

Yes. Hi. Thanks, everyone for the conference call. Just a quick question on the energy margin. Of course, on the [indiscernible] in first quarter margins should have normalized down in second quarter and that was expected. But at $7 per tonne in the second quarter, just wondering is there anything else that may have affected the second quarter in terms of the margins? Or is that just a regular quarterly well actually the end for a full-year basis we are still expecting pretty healthy margins? That's all.

Yusuf Alireza

Thank you for the question, Nikhil. Yes, we're still expecting healthy margins for the year. There was obviously very, very significant volatility in the first quarter and you had a significant collection from that and the second quarter is usually a slower quarter. But we would expect normal margins for the rest of the year.

Nikhil Bhandari – Goldman Sachs

Okay. Thank you.

Yusuf Alireza

Thank you.

Operator

Your next question comes from the line of Patrick Yau from Citi. Your line is open. Please go ahead.

Patrick Yau – Citi

Okay. Thank you. Good evening. My question really is on the agri segment. The improvements that you've registered in the agri segment, can you confirm that there was actually a much-improved situation within the Chinese oilseed crushing division?

Yusuf Alireza

Sorry, I didn't get that question, Patrick. Can you repeat that please?

Patrick Yau – Citi

The conditions for your oilseed crushing business in China, did that improve significantly versus the first quarter?

Patrick Yau – Citi

Yes, the margin – well, it improved from a very, very difficult situation; let me give you a sense. Crush margins got as low as – record lows of minus $70, $80, $85 a tonne. We have had an improvement. But, like I said in my comments, that improvement is not sufficient to cover fully-loaded costs.

So – and then, we went from a period, in the first quarter, where we got down to negative $80 million/$85 million – sorry, negative $80/$85 a tonne; then recovered to about probably $20 a tonne; and are now back at a negative crush margin.

So there's an improvement, but from a very difficult level. We would expect to have an improvement into the fourth quarter, which is a normal seasonal improvement, as demand increases ahead of the Chinese New Year.

Patrick Yau – Citi

Okay. Thank you.

Yusuf Alireza

Thank you. Next question.

Operator

The next question comes from the line of Conrad Werner from Macquarie Research. Your line is open. Please go ahead.

Conrad Werner – Macquarie Research

Hi. Could you just repeat or maybe clarify the comments you made in the prepared comments about IFC, or some investor having interest? Whether that was in Noble Group or the agri division, I didn't really catch all that, sorry about that; if you could just expand on that?

And then, just maybe a second question. When you talk about expecting healthy margins in the second half for energy, by that you mean, without getting too specific, something north of what we've seen in the second quarter? Thank you.

Yusuf Alireza

In terms of you first question – thank you, Conrad. In terms of your first question, IFC has announced that they are investigating and looking into an investment into Noble Agri.

So if you remember, basically, Noble Agri's ownership structure is 49% – will be, on closing, 49% Noble Group, and 51% a COFCO-led SPV. But within that COFCO-led SPV, COFCO will own 60%, and other investors will own the balance.

So far, the only other investor that has been announced was HOPU, which is a private equity firm based in China. And now, IFC has announced that they are in the latter stages of their decision-making process.

And others – like I said in my prepared remarks, there are others that will join that consortium. The idea is that the consortium of investors will be a multinational consortium of investors.

In terms of your question on energy, yes, given that we are – we continue to expand and invest in our energy platform, we've seen good progress, and expect to see further progress on the back of the investments we've made, on the back of our partnership with EIG and Harbour Energy, yes, you would expect to see a recovery to more normal margins.

Thank you. Next question.

Operator

Your next question comes from the line of Charles Spencer from Morgan Stanley. Your line is open. Please go ahead.

Charles Spencer – Morgan Stanley

Yes. Thanks for the call. Two questions related to agri as well, just to follow up on the IFC transaction. So this is IFC buying into that stake that COFCO, I guess, is looking to have partners with.

The numbers, I wasn't able to quite fully follow the equity price that they're paying, and calculate what that implies. But it looks like they're paying a slightly higher valuation than COFCO has paid. Can you confirm that?

And then, secondly, in your opening remarks, you talk about Noble Agri being as independent as possible. Can you just highlight the challenges there, and what are some of the things that need to be done just to complete the deal? Thanks.

Yusuf Alireza

The – all of the investors will be coming in at the same valuation. So all investors are coming in at the same valuation; so there is no difference in terms of valuation. So in answer to your first question, Charles.

In answer to your second question, clearly, Noble Agri is now – while it is a company fully owned by Noble Group, it is managed in parts of Noble Group. So by definition, establishing it as a separate independent company requires a transition period. Everything from bank lines to customers, to all the things you think of in terms of what a separate company would have.

And, clearly, we don't manage it that way now, because that wouldn't be efficient. But it will have to be managed that way going forward. And there is an up-to-18-month transition period for that to happen from closing.

In terms of your question around what needs to happen between now and closing, the only condition precedent was our shareholder growth, which has happened. And then, anti-trust approval in 11 locations, which is – that process is going ahead. In most cases, – well, in all cases, at or ahead of time.

So our initial expectation was that this would close before the end of the year. We continue to expect it to close significantly – very much before the end of the year.

Charles Spencer – Morgan Stanley

Okay. Great, thanks.

Yusuf Alireza

Thank you. Next question.

Operator 21

Your next question comes from the line of Rujun Shen from Thomson Reuters. Your line is open. Please go ahead.

Rujun Shen – Thomson Reuters

Good evening. I was just wondering if you would be able to comment generally on what – the case on the warehouse fraud in Qingdao, the port of Qingdao in China has had or will have on the metal trade, especially that into China. Thank you very much.

Yusuf Alireza

What I will comment on is, specifically, we have no exposure to that situation. So from a Noble Group perspective, Noble Group has no exposure to that situation.

And generally, what I will say is that whenever there is a fraud situation, whether it's China or anywhere else in the world, and this is what this is, a fraud event, parties that are involved will look at lessons that they can learn from that situation. And I'm sure the parties that are involved, and the authorities are looking at the lessons that they should learn from that situation.

Thank you. Next question.

Operator

Your next question comes from the line of Luis Cha, UBS. Your line is open. Please go ahead.

Unidentified Speaker

I've just got a question on the capital structure. Because I think in a previous call you guided that the net debt to capitalization following the divestment will not be dissimilar to historical levels.

So I was just wondering: what's the timeline for that, and in relation to that. Your CapEx program for – in the second half and 2015?

Robert van der Zalm

On the fourth slide, I did show a pro forma completion metric around net debt to capitalization showing at 23%.

And clearly that's just illustrative of if were to use all the proceeds of the equity and the income around to pay down net debt what the theoretical gearing of the Company would be.

We haven't given any specific guidance in terms of where we're steering the balance sheet over the next 18 months. What we said, I think, in the last call, is will take our time to think through what all the implications of the deal on the new Noble. And then factor in that – all our investment plans around that, to then consider to be around where the rating should go.

But what we have very clearly said, is we remain committed to investment grade rating. So it will be investment grade.

Yusuf Alireza

Thank you, Robert. The thing I would add to that is, obviously, our priority – our number one priority is executing and closing on the deal. And at the same time, obviously continuing the focus on the performance of the business, both our agri business and the non-agri business.

As we get closer to the end of the year, we will go through a very thorough process, business planning process, for what will now be a separate company, Noble Agri, and what will now be the Noble Group, which will be an energy and metals and mining business.

So there will be a lot of work being done in the latter part of the third quarter and into the fourth quarter about what the capital structures need to look like; and what the business plan is, the one-year and 3-year business plan; and what balance sheet is required to support that business plan.

As we go through that work, we will obviously present, as appropriate, in our future announcements.

Thank you. Next question.

Operator

[Operator Instructions]. The next question comes from the line of Adrian Foulger. Your line is open. Please go ahead.

Adrian Foulger – Standard Chartered Bank

Okay. Thank you. Good evening. Well, just a quick one. On X2, what is the first partnership initiative? You did mention it looked like you were going to the third round of closing, but we still haven't had any news flow on investments by X2.

When might we expect that, because obviously that's quite fundamental to scaling up the flows, and delivering on your strategy of becoming asset-light and flow heavy?

Yusuf Alireza

Thanks for the question Adrian. The X2 management team is obviously taking the lead there. And making this team with our support, because they are taking the lead.

And they are – well, they feel like there's plenty of opportunities and they are investigating a number of opportunities, both in terms of major mining companies that are looking to potentially sell what they consider non-core assets; as well as mid-tier mining companies that we think are attractive from a valuation perspective, and are having problems with accessing capital and the capital market.

So there's a range of opportunities that they are very engaged in. And they run the spectrum from significant sales, from major companies to smaller transactions in the mid-tier space.

Adrian Foulger – Standard Chartered Bank

But there's no expected first closing of a transaction date yet?

Yusuf Alireza

Obviously, it's all about opportunities; evaluations; pricing negotiation, and like I said they're leading the focus.

But I can assure you they are very, very engaged and focused on making this deal feel like from a valuation perspective. We have bottom of cycle – closer to the bottom-of-cycle evaluations, and they feel that there's significant opportunities out there. There's very few other firms that are sitting on that amount of capital.

So they're obviously being approached by a number of different players.

Thank you very much. Next question, please.

Operator

Your next question comes from the line of Charles Spencer, Morgan Stanley. Your line is open. Please go ahead.

Charles Spencer – Morgan Stanley

Yes. Hi. Just another one on agri, if I may. I see in a – I think it's a COFCO release, but there's just a comment on the palm oil plantations and the crushing facilities in Indonesia are not included in the acquisition. Can you just tell us where your stance is with those plantations? I think you wanted, at one point, to sell them to Wilmar; that deal fell through. I thought it might be included with the agri sale to COFCO, but now that appears to not be the case. Can you expand on that a bit? Thanks.

Yusuf Alireza

Yes, thanks for the question Charles. When we announced the transaction we did announce that the palm access will be kept separate. We are – we have started at sales process for those palm assets, and there is a number of buyers that are engaged in that sale process.

Charles Spencer – Morgan Stanley

Okay. Look forward to an update there, thanks.

Yusuf Alireza

Sure. And I think time is up, and we have no more questions. Thank you very much, everybody, for your involvement and engagement.

Operator

That does conclude our conference for today. Thank you for participating. You may now disconnect.

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