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DRA GLOBAL LIMITED - Abridged Prospectus and Pre-Listing Statement: Secondary Listing of DRA on the JSE
DRA GLOBAL LIMITED
Incorporated in the Commonwealth of Australia
Registration number: ACN 622 581 935
JSE Share Code: DRA
(DRA or the Company)
ABRIDGED PROSPECTUS AND PRE-LISTING STATEMENT:
SECONDARY LISTING OF DRA ON THE MAIN BOARD OPERATED BY THE JSE LIMITED
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This abridged prospectus and pre-listing statement (the Abridged Prospectus) has been prepared in accordance with the Corporations
Act 2001 (Cth) (Corporations Act), the listing rules (Listing Rules) of the Australian Securities Exchange (ASX) and listings
requirements (JSE Listings Requirements) of the exchange operated by the JSE Limited (JSE), for the admissions of all of the issued
and to be issued ordinary shares (the Shares) of the Company, to the Official List of the ASX as a primary listing and to the
“Construction and Material - Engineering and Contracting Services” sector on the Main Board of the JSE as a secondary listing
(Listings), with effect from the commencement of unconditional dealings in Shares on Friday, 9 July 2021 on both the ASX and the
JSE, subject to the conditions as stipulated in paragraph 6 below.
The information in this Abridged Prospectus has been extracted, in summarised form, from the full combined prospectus and pre-
listing statement published by the Company on Friday, 28 May 2021 (the Prospectus and Pre-listing Statement). The Prospectus
and Pre-listing Statement has been made available at https://draglobaloffer.thereachagency.com. This Abridged Prospectus is
not complete and does not contain all of the information that investors should consider in relation to the Listings. This Abridged
Prospectus is issued in compliance with the JSE Listings Requirements for the purpose of providing information to selected persons
in South Africa and other jurisdictions with regard to the Company.
This Abridged Prospectus does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and
to subscribe for, Shares to the public, as defined in the South African Companies Act, 71 of 2008 (as amended) (South African
Companies Act) and will not be made or distributed, as applicable, to any person in South Africa in any manner which could be
construed as an offer to the public in terms of the South African Companies Act. It is issued in compliance with the JSE Listings
Requirements for the purposes of providing information to the public regarding DRA and to provide information to investors with
regards the offer (the Offer).
Capitalised words and expressions used in this Abridged Prospectus shall, unless expressly defined herein or indicated otherwise
by the context, bear the meanings given to them in the Prospectus and Pre-listing Statement.
1. INCORPORATION AND HISTORY OF DRA
1.1. DRA was founded in 1984, initially focused on electrical, control and instrumentation solutions but it soon expanded into
minerals processing. During the 1990’s, DRA developed extensive minerals processing, engineering and project delivery
expertise, completing major projects for customers in the platinum group metals, gold, diamonds and coal sectors in
South Africa.
1.2. In 1996, DRA further expanded the Company’s service offering by starting a new division, Minopex, to provide outsourced
operations and maintenance services for mineral processing plants. DRA’s operations segment provides DRA with a
recurring revenue base and is complementary to the projects service offering.
1.3. DRA has progressively expanded its global presence and service offering through organic growth as well as acquisitions.
DRA’s first Australian office was opened in 1997. DRA’s Canadian presence was established in 2005.
1.4. DRA subsequently acquired several smaller specialist engineering consultants between 2009 and 2018, adding specialist
capabilities to the Group which allowed it to better service its customers across a broader offering, including mining
engineering, shafts, ports and marine, materials handling and water and wastewater treatment.
1.5. In 2014, DRA acquired the assets of Forge Group in North America (formerly known as Taggart Global) headquartered in
Pittsburgh USA, and with operations in eight US states. In 2016, DRA acquired Met-Chem from US Steel giving DRA an
office in Montréal, Québec. DRA’s presence in Montréal assists in servicing mining customers with assets in francophone
countries in Africa.
1.6. From 2017, DRA pursued an international expansion strategy resulting in a much-increased capability and presence in
the Australia / Asia-Pacific region and a South American presence in Peru and Chile. DRA’s expansion in Australia was
accelerated by the acquisitions of Perth-based Minnovo Engineering (Minnovo) and Queensland-based G&S Engineering
Services (G&S) both in mid-2018.
1.7. DRA established its Group head office in Perth, Australia in mid-2018 to better focus on expansion of its Australian business
as well as other international opportunities. DRA maintains a large presence and capability in Johannesburg which
continues to service the South African mining sector and serves as headquarters for the EMEA region.
1.8. DRA consolidated its market position in Africa in 2019 through the acquisition of specialist African project delivery group
SENET. This acquisition added significant hydrometallurgy capability and experience to the Company and bolstered DRA’s
African project delivery capabilities, specifically in the Central and West African copper and gold markets.
1.9. Today, DRA operates as a single business across two broad regional markets being EMEA and APAC/AMER.
2. NATURE OF BUSINESS OF DRA
2.1. DRA is a diversified multi-disciplinary global engineering group with expertise in engineering, project delivery and
operations management in the mining, metals and minerals processing industry. The Company also offers the design and
implementation of related non process infrastructure, as well as water and energy solutions for projects.
2.2. DRA’s customers develop and operate projects within the precious metals, base metals, coal, bulk commodities, rare earths,
precious stones, battery metals, industrial metals and mineral sands sectors. DRA’s primary commodity exposures across
CY2018 – CY2020 were gold, platinum group metals, diamonds, copper, thermal coal, metallurgical coal and iron ore.
DRA’s business model aims to mitigate the risks from volatility in any one commodity or geography through its diversified
exposure to a broad range of commodities across all major mining regions.
2.3. DRA’s operations extend across two broad regional segments:
- Asia-Pacific, North and South America (APAC/AMER); and
- Europe, the Middle-East and Africa (EMEA).
2.4. DRA’s end to end integrated project delivery capabilities are provided to customers to support the development and
management of assets across the project lifecycle. Engineering and project delivery teams within DRA provide a range of
services across project stages which are outlined in the below table.
Project lifecycle stage Services
Project development - Consulting work providing advice to customers on aspects ranging from resource modelling
to metallurgical analysis and digitisation and project management
- Scoping studies, preliminary economic assessments, prefeasibility studies and feasibility
studies
- Engineering and design including Front End Engineering Design
Project delivery - Project management
and execution - Design
- Detailed engineering
- Procurement and logistics
- Construction and construction management
Operations and - Commissioning, operation and maintenance of mineral processing plants and other infrastructure
maintenance
Advisory - Technical specialists consulting and advisory services
- Early-stage project development assessments, project economics assessments and optimisation,
remote consulting, support and optimisation
3. RATIONALE FOR THE OFFERING AND LISTING
3.1. The main purpose of the Offer and the Listing includes to:
- Allow Existing Shareholders an opportunity to realise all or part of their investment in the Company;
- Provide the Company with access to capital markets as an alternative source of funding and the ability to use its
securities as currency;
- Create a liquid market for the Shares and an opportunity for others to invest in the Company; and
- Provide the Company with the benefits of an increased profile that arises from being a listed entity.
4. DETAILS OF THE SHARE CAPITAL AND OFFER
4.1. As at the date of this Abridged Prospectus and prior to the Offer, the Company has 54,101,195 ordinary Shares on issue.
4.2. In South Africa, the Offer when made will only be made by an offer for sale to, and be capable of acceptance by, (i) persons
falling within the exemptions set out in section 96(1)(a) and/or (ii) selected persons, acting as principal, acquiring the Shares
for a contemplated total acquisition cost of ZAR1,000,000 or more, as envisaged in section 96(1)(b), of the South African
Companies Act, and to whom the Offer will specifically be addressed.
4.3. The Offer is made on the terms, and is subject to the conditions, as set out in the Prospectus and Pre-Listing Statement.
4.4. The Company does not have any treasury shares on issue (as there is no concept of treasury shares under the
Corporations Act).
4.5. All Shares issued and transferred under the Prospectus and Pre-Listing Statement will be fully paid and will rank equally in
all respects with the Shares already on issue.
5. SECONDARY LISTING ON THE JSE
5.1. The Company has applied for admission of its issued ordinary Shares to listing and trading as a secondary inward listing
in the Construction and Materials - Engineering and Contracting Services sector of the Main Board of the JSE under the
abbreviated name “DRAGlobal”, share code “DRA”. Completion of the Offer is conditional on the ASX and the JSE approving
the Company’s application for admission to the Official List of the ASX and in the Construction and Materials - Engineering and
Contracting Services sector on the Main Board of the JSE. The Company has not been allocated an ISIN as at the date of this
Abridged Prospectus and will publish an announcement on SENS once an ISIN has been allocated to the Company by the
ASX.
5.2. As at the date of this Abridged Prospectus the Company has satisfied the requirements of the JSE Listings Requirements
regarding the spread of its Shareholders, including that: (i) there is sufficient liquidity in respect of the Shares held on the
South African branch register; and (ii) not less than 20% of the Shares of the issued ordinary share capital of the Company
is held by the public, in each case, at the point of Listing on the JSE.
6. CONDITIONS TO THE LISTING
6.1. The secondary Listing on the JSE is subject to the primary exchange, being the ASX, formally approving the Listing and the
Financial Surveillance Department (FinSurv) of SARB approving the secondary inward listing of DRA’s Shares on the Main
Board of the JSE.
7. BOARD OF DIRECTORS
Profiles of each Director are set out below. The business address of each of the Directors is Level 8, 256 Adelaide Terrace,
Perth WA 6000 Australia.
Director Position
Peter John Mansell Independent, Non-executive Director and Chairman
Australian and British
Andrew James Naude Chief Executive Officer and Managing Director
South African
Kathleen Bozanic Independent, Non-Executive Director
Australian and Croatian
Lee (Les) Gordon Guthrie Independent, Non-Executive Director
Australian and British
Paulus (Paul) Cornelius Lombard Independent, Non-Executive Director
South African
8. PROSPECTS
8.1. The Board believes that DRA’s position and reputation in relevant markets will enable the Company to continue to be
awarded new work and extensions. In addition to securing new work from existing markets and customers, the Company is
focused on growing its business to enhance its capabilities and differentiators, create further opportunities for its people,
and deliver sustainable returns to shareholders.
8.2. Revenue growth in the mining services sector is generally correlated with levels of capital expenditure and operating
expenditure across the mining industry. The industry is cyclical, making sustained organic revenue growth difficult to achieve
on an annual basis, without risk.
8.3. DRA has identified four main controllable revenue growth drivers:
- Entering new markets;
- Expanding scale and diversity of service offering to adjacent products and services;
- Increasing existing market share (deeper market penetration); and
- Acquiring complementary businesses.
9. FINANCIAL INFORMATION OVERVIEW
Set out in the table below is a salient overview of the financial information of DRA for the financial years ended 31 December
2018, 31 December 2019 and 31 December 2020, including the forecast for 31 December 2021.
A$m CY2018 CY2019 CY2020 CY2021F
Revenue 956.7 1,033.2 938.2 1,238.1
Gross profit 73.2 203.4 188.0 217.8
GP margin % 7.7% 19.7% 20.0% 17.6%
EBITDA (35.2) 85.4 64.9 72.6
EBITDA margin % (3.7)% 8.3% 6.9% 5.9%
EBITA(1) (47.0) 67.5 48.0 56.9
EBITA margin % (4.9)% 6.5% 5.1% 4.6%
EBIT (51.8) 59.0 39.0 51.6
EBIT margin % (5.4)% 5.7% 4.2% 4.2%
NPATA(1) (37.2) 44.6 34.6 38.8
NPATA margin % (3.9)% 4.3% 3.7% 3.1%
NPAT (42.1) 36.0 25.6 33.4
NPAT margin % (4.4)% 3.5% 2.7% 2.7%
EPS (CPS) basic (57.22) 43.78 27.49 50.43(2)
Return on Equity (ROE) (18.4)% 10.8% 15.1%(3) 19.6%(3)
Notes:
1. Excludes non-cash amortisation resulted from business combinations only.
2. Earnings per share in CY2021 has been adjusted for the Share Buy-back from the Stockdale Investors and assumes no new equity
is raised.
3. ROE for CY2020 and CY2021 is based on pro forma ending equity of CY2020 after pro forma adjustments. See the Prospectus and
Pre-listing Statement for further information in relation to the pro forma adjustments.
10. KEY DATES AND TIMES OF THE LISTING
Set out in the table below are the salient dates and times relating to the Listing.
Important Dates
Prospectus Date (Prospectus lodged with ASIC) 28 May 2021
Abridged Prospectus published on SENS and DRA’s website 28 May 2021
Exposure Period 31 May - 4 June 2021
Offer open 7 June 2021
Offer close 24 June 2021
Settlement of the Offer 1 July 2021
Issue and transfer of Shares (Completion) 2 July 2021
Expected despatch of holding statements and allotment confirmation notices 6 July 2021
Expected commencement of normal settlement trading on the ASX (at 9.00am AWST) 9 July 2021
and on the JSE (at 9.00am South African time)
Notes:
This timetable is indicative only and may be subject to change without notice. Changes will be announced on the Company’s website
at https://www.draglobal.com/, the ASX Markets Announcement Platform and the JSE Securities Exchange News Service (SENS), as
appropriate. Unless otherwise indicated, all times are stated in AWST. The Company, in consultation with the Lead Manager, reserves
the right to vary any and all of the above dates and times without notice (including, subject to the ASX Listing Rules and the
Corporations Act, to close the Offer early, to extend the date the Offer closes, or to accept late applications, either generally
or in particular cases, or to cancel or withdraw the Offer before settlement of the Offer, in each case without notification).
If the Offer is cancelled or withdrawn before the Settlement of the Offer, then all application monies will be refunded in full
(without interest) as soon as possible in accordance with the requirements of the Corporations Act. Investors are encouraged to
submit their applications as soon as possible after the Offer opens.
11. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the Prospectus and Pre-listing Statement and the documents referred to in Section 9.28 of the Prospectus and Pre-listing
Statement, will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays
excepted) from the date of the Prospectus and Pre-listing Statement up to and until 14 June 2021 at the offices of DRA’s South
African Corporate Adviser and the South African offices of the Company, as set out in the “Corporate Directory” section of the
Prospectus and Pre-Listing Statement. A copy of the Prospectus and Pre-listing Statement will also be made available at
https://draglobaloffer.thereachagency.com with effect from the publication date hereof.
28 May 2021
SOUTH AFRICA CORPORATE MEDIA ENQUIRIES: COMPANY SECRETARY:
ADVISER AND SPONSOR: John Gardner Ben Secrett
Pallidus Capital Proprietary Limited jgardner@citadelmagnus.com
+61 413 355 997
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Date: 28-05-2021 04:15:00
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