APMH Invest A/S Amends Noble Corp Stake Filing

TL;DR

APMH Invest A/S updated its Noble Corp filing - watch for changes in ownership.

AI Summary

APMH Invest A/S, a subsidiary of A.P. Moller Holding A/S, has filed an amendment (No. 2) to its Schedule 13D concerning Noble Corporation plc. The filing, dated July 15, 2024, indicates a change in the reporting person's holdings or intentions regarding Noble Corporation's ordinary shares.

Why It Matters

This filing signals a potential shift in significant ownership or strategy for Noble Corporation plc, which could impact its stock price and future corporate actions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate events or changes in control, introducing uncertainty.

Key Numbers

• 20240715 — Filing Date (Date of the amendment filing)

Key Players & Entities

• APMH Invest A/S (company) — Reporting person filing the amendment
• Noble Corporation plc (company) — Subject company
• A.P. Moller Holding A/S (company) — Parent company of APMH Invest A/S
• Connie I. Milonakis (person) — Legal counsel for APMH Invest A/S
• Davis Polk & Wardwell London LLP (company) — Law firm representing APMH Invest A/S

FAQ

Key Financial Figures

• $0.00001 — Issuer) A Ordinary Shares, par value $0.00001 per share (Title of Class of Securiti
• $46.4476 — ket transactions at an average price of $46.4476 per Ordinary Share for an aggregate pur
• $8,934,110 — hare for an aggregate purchase price of $8,934,110.22, including brokerage commissions; on
• $44.1424 — ket transactions at an average price of $44.1424 per Ordinary Share for an aggregate pur
• $13,255,962 — hare for an aggregate purchase price of $13,255,962.72, including brokerage commissions; on
• $44.3547 — ket transactions at an average price of $44.3547 per Ordinary Share for an aggregate pur
• $9,261,163 — hare for an aggregate purchase price of $9,261,163.09, including brokerage commissions; on
• $45.5301 — ket transactions at an average price of $45.5301 per Ordinary Share for an aggregate pur
• $14,811,356 — hare for an aggregate purchase price of $14,811,356.57, including brokerage commissions; an
• $46.6289 — ket transactions at an average price of $46.6289 per Ordinary Share for an aggregate pur
• $4,875,026 — hare for an aggregate purchase price of $4,875,026.14, including brokerage commissions (su

Filing Documents

• dp214528_sc13da.htm (SC 13D/A) — 80KB
• 0000950103-24-010022.txt ( ) — 82KB

Identity and Background

Item 2. Identity and Background The information contained in Item 2 of Schedule 13D is hereby amended and supplemented to include the following information: Schedule 1 attached hereto is incorporated by reference and amends and restates Schedule 1 of the Original Schedule 13D in its entirety.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of Schedule 13D is hereby amended and supplemented to include

Item 3 of Schedule 13D is hereby amended and supplemented to include the following information: On May 22, 2024, APMH Invest purchased 192,156 Ordinary Shares in multiple open market transactions at an average price of $46.4476 per Ordinary Share for an aggregate purchase price of $8,934,110.22, including brokerage commissions; on July 2, 2024, APMH Invest purchased 300,000 Ordinary Shares in multiple open market transactions at an average price of $44.1424 per Ordinary Share for an aggregate purchase price of $13,255,962.72, including brokerage commissions; on July 11, 2024, APMH Invest purchased 208,589 Ordinary Shares in multiple open market transactions at an average price of $44.3547 per Ordinary Share for an aggregate purchase price of $9,261,163.09, including brokerage commissions; on July 12, 2024, APMH Invest purchased 324,984 Ordinary Shares in multiple open market transactions at an average price of $45.5301 per Ordinary Share for an aggregate purchase price of $14,811,356.57, including brokerage commissions; and on July 15, 2024, APMH Invest purchased 104,445 Ordinary Shares in multiple open market transactions at an average price of $46.6289 per Ordinary Share for an aggregate purchase price of $4,875,026.14, including brokerage commissions (such share purchases collectively, the “ Ordinary Share Acquisitions ”). The Ordinary Share Acquisitions increased APMH Invest’s ownership of Ordinary Shares to 20.31%. The source of the funding for the Ordinary Share Acquisitions was APMH Invest’s ordinary working capital.

Purpose of Transaction

Item 4. Purpose of Transaction

of Schedule 13D is hereby amended and supplemented to include

Item 4 of Schedule 13D is hereby amended and supplemented to include the following information : Subsequent to the filing of the Original Schedule 13D, Noble Corporation plc has announced several increases in the total number of its outstanding Ordinary Shares, most recently on June 28, 2024 to a total of 142,903,508. These increases resulted in a dilution of APMH Invest’s ownership, which would have been diluted from 21.37% at the time of the filing of Original Schedule 13D to 19.52% as of June 28, 2024 if the Ordinary Share Acquisitions had not taken place. The purpose of the Ordinary Share Acquisitions was to increase APMH Invest’s ownership in the Ordinary Shares. As stated in more detail in Item 6, APMH Invest is granted certain governance rights pursuant to the Relationship Agreement if certain ownership thresholds are reached, subject to certain limitations as set forth therein. APMH Invest reserves the right to acquire additional Ordinary Shares to the extent deemed necessary by APMH Invest, including in relation to the governance rights pursuant to the Relationship Agreement.

: Interest in Securities of the Issuer

Item 5: Interest in Securities of the Issuer This Amendment amends and restates Item 5 of Schedule 13D in its entirety as follows: (a)-(b) As of July 15, 2024, the Reporting Persons may be deemed to have beneficially owned an aggregate of 29,020,703 Ordinary Shares, representing approximately 20.31% of the total number of outstanding Ordinary Shares (such percentage calculated based on 142,903,508 Ordinary Shares outstanding as of June 28, 2024, as reported by the Issuer in its notification to Nasdaq Copenhagen on June 28, 2024 of changes in its share capital in connection with its issue of new Ordinary Shares). As of July 15, 2024, APMH Invest was the record and beneficial owner of 29,020,703 Ordinary Shares. Each of APMH, as the sole owner of APMH Invest, and the A.P. Moller Foundation, as the sole owner of APMH, may be deemed to be the beneficial owner of the Ordinary Shares held by APMH Invest. As of July 15, 2024, none of the Covered Persons identified on Schedule I hereto beneficially owned any Ordinary Shares, except that: (i) Lars-Erik Brenøe beneficially owned 4,518 Ordinary Shares. Mr. Brenøe beneficially owned 2,800 Maersk Drilling Shares immediately prior to the Exchange Offer and tendered all of such Maersk Drilling Shares in the Exchange Offer. Upon the completion of the Exchange Offer on October 3, 2022, Mr. Brenøe received 4,518 Ordinary Shares in exchange for his Maersk Drilling Shares. (ii) Claus V. Hemmingsen beneficially owned (x) 8,752 Ordinary Shares and (y) 8,848 restricted stock units each representing a contingent right to receive one Ordinary Share (including 4,320 which have vested already, 2,716 which will vest on January 26, 2025, and 1,812 which will be settled in cash on January 26, 2025; and not including 2,880 restricted stock units which were previously settled in cash). Mr. Hemmingsen beneficially owned 5,424 Maersk Drilling Shares immediately prior to the Exchange Offer and tendered all of such Maersk Dr

: Material to be Filed as Exhibits

Item 7: Material to be Filed as Exhibits Exhibit 99.1 Business Combination Agreement, dated as of November 10, 2021, by and among Noble Corporation, Noble Finco Limited, Noble Newco Sub Limited and The Drilling Company of 1972 A/S (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D). Exhibit 99.2 Relationship Agreement, dated as of October 3, 2022 by and among Noble Corporation plc, Noble Corporation, APMH Invest A/S, and the Existing Investors named therein (incorporated by reference to Exhibit 99.2 to the Original Schedule 13D). Exhibit 99.3 Registration Rights Agreement, dated as of October 3, 2022 by and among Noble Corporation plc and APMH Invest A/S (incorporated by reference to Exhibit 99.3 to the Original Schedule 13D). Exhibit 99.4 Power of Attorney of A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal, dated as of September 23, 2022 (incorporated by reference to Exhibit 99.4 to the Original Schedule 13D). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 15, 2024 A.P. MØLLER OG HUSTRU CHASTINE MC-KINNEY MØLLERS FOND TIL ALMENE FORMAAL By: /s/ Martin Larsen Name: Martin Larsen Title: Attorney-in-fact A.P. MØLLER HOLDING A/S By: /s/ Martin Larsen Name: Martin Larsen Title: Chief Financial Officer APMH INVEST A/S By: /s/ Martin Larsen Name: Martin Larsen Title: Chief Executive Officer SCHEDULE I In accordance with the provisions of General Instruction C to Schedule 13D, the name of each director, executive officer or other person controlling each of A.P. Møller og Hustru Chastine Mc-Kinney Møllers Fond til almene Formaal, A.P. Møller Holding A/S, and APMH Invest A/S, together with their citizenship and present principal occupation or employment (and the name, principal business and address

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