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Master Drilling intention to list
Master Drilling Group Limited
(Formerly Nicaud Companies 124 (Pty) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2011/008265/06)
JSE share code: MDI ISIN: ZAE000171948
("Master Drilling" or the "Company" or the "Group")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
This announcement does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase or
subscribe nor shall it (or any part of it) or the fact of its
distribution, form the basis of, or be relied on in connection with any
contract therefor. The offer and the distribution of this announcement
and other information in connection with the listing and offer in
certain jurisdictions, including (without limitation) the United
States, Canada, Japan and Australia (or to any resident thereof), may
be restricted by law and persons into whose possession any document or
other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This announcement is an advertisement and not a prospectus. This
document does not constitute a prospectus nor will it be registered
with the Companies and Intellectual Property Commission in South
Africa.
MASTER DRILLING ANNOUNCES ITS INTENTION TO CONDUCT AN INITIAL PUBLIC
OFFERING AND LIST ITS ORDINARY SHARES ON THE MAIN BOARD OF THE
JOHANNESBURG STOCK EXCHANGE (THE "JSE")
- Master Drilling announces its intention to list on the Main Board
of the JSE;
- Listing of its ordinary shares to be implemented together with a
capital raise through the private placement of ordinary shares
with selected eligible investors;
- One of the global leaders in the raisebore drilling industry,
designing, manufacturing, operating and maintaining its own drill rigs;
- Established, diversified blue chip client base across Africa and
Latin America, together with customers in Europe and the Middle East,
currently serviced by 154 drill rigs;
- Strategy to purchase new drill rigs and associated equipment to
fulfil existing and new client contracts and to expand into new
markets
Master Drilling, a leading global specialised drilling services
company, today announces its intention to list on the Main Board of
the JSE and to raise capital via a private placement of ordinary
shares to selected institutional and invited investors (the "Placing").
The Company has appointed Renaissance Capital and its affiliates as
bookrunners and stabilisation manager and Sasfin Capital, a division of
Sasfin Bank Limited, as JSE Sponsor.
The Placing and listing on the Main Board of the JSE is subject to
receipt of necessary regulatory and stock exchange approvals and
other customary conditions.
COMPANY OVERVIEW
Founded in 1986 in South Africa, Master Drilling is a mining services
contractor specialising in raisebore drilling, a technique primarily
used to drill ore passes and ventilation shafts in an underground mine
without the need for explosives.
The Group currently operates 154 drilling rigs across its core markets
in Africa, Latin America and elsewhere (for example, Saudi Arabia and
Australia). Master Drilling provides complete project management
expertise in projects ranging from exploration stage drilling through
to production stage drilling. The Group has in-house capabilities for
design, manufacture and maintenance of specialised drilling equipment,
which allow it to tailor solutions to meet the specific conditions and
drilling requirements of its customers.
It also provides drilling services for civil engineering applications
in a variety of emerging markets. The Group has the knowledge and
experience to offer its clients a variety of drilling services,
including surface and underground raiseboring, blind hole drilling and
underground and surface exploration core drilling. The Group's
raiseboring capability offers advantages over other conventional
drilling methods including increased speed and safety.
For the financial year ended 31 December 2011 the Group generated
revenues of US$94.6million and approximately 22.4%, 10.9% and 66.8% of
the Group's revenues were derived from exploration, capital project and
production stage contracts respectively. For the financial year ended
31 December 2011, approximately 52.3% of the Group's revenues were
derived from contracts in Africa, while approximately 42.2% and 5.5%
were derived from contracts in Latin America and the rest of the world,
respectively.
Master Drilling's business strategy is to maintain and improve on its
current status as a leading, global specialised drilling services
company and to deliver long-term, sustainable growth through the
further development and expansion of its drilling services. It
intends to achieve this strategy by strengthening and consolidating its
position in existing markets through focused organic growth and
strategic acquisitions, expanding into new markets and enhancing
operational efficiencies, while continuing its dedicated focus on
quality and safety.
Daniel Pretorius, Chief Executive Officer of Master Drilling, said:
"Since founding Master Drilling in 1986, the Company has grown
rapidly to become one of the global leaders in the raisebore drilling
market. Master Drilling has a blue chip client base across Africa and
Latin America, several of which have seen us provide our services
continuously for over 20 years. The proposed transition from a private
company to a publicly listed group is tremendously exciting and the
funds raised will enable Master Drilling to purchase new equipment to
fulfill new and existing client contracts as we continue our expansion
into new territories in sub-Saharan Africa, Latin America and Asia."
This communication is only directed at persons who (i) are "qualified
investors" within the meaning of Article 2(1)(e) of Directive
2003/71/EC(together with any applicable implementing measures in any
Member State, (the "Prospectus Directive") as may be amended from time
to time, (ii) are outside the United Kingdom and/or (iii) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" contained in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"), or are persons
falling within Article 49(2)(a) to (d) (high net worth companies, uninc
orporated associations, etc.) of the Order, or fall within another
exemption to the Order (all such persons referred to in (i) to
(iii) above together being referred to as "Relevant Persons"). Any
person who is not a Relevant Person must not act or rely on this
communication or any of its contents. Any investment or investment
activity to which this communication relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons."
This announcement is not an advertisement for the purposes of the
Prospectus Directive as may be amended from time to time and the
Prospectus Rules of the Financial Services Authority in the United
Kingdom. This announcement does not constitute or form part of any
offer for sale or subscription or any solicitation of any offer to buy
or subscribe for any securities and neither this announcement nor any
part of it forms the basis of or may be relied on in connection with
or act as an inducement to enter into any contract or commitment
whatsoever.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement does not
constitute or form part of an offer of securities for sale or
solicitation of an offer to purchase securities in the United States.
The securities referred to in this announcement have not been, and will
not be, registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States
except on the basis of an applicable exemption of exclusion from
registration or in a transaction not subject to the registration
requirements of the Securities Act. The securities referred to herein
will be offered outside the United States only pursuant to Regulation
S under the Securities Act.
Certain statements included herein may constitute forward -
looking statements that involve a number of risks and uncertainties.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
For more information please contact:
Master Drilling Group Limited
+27 (0)18 771 8100
Daniel Pretorius, Chief Executive Officer
Andre Van Deventer, Chief Financial Officer
Sasfin Capital (JSE Sponsor)
+27 (0)11 809 7500
Noah Greenhill/Angela Teeling-Smith
Renaissance Capital (Bookrunners)
+44 (0)207 367 7777
John Porter
Tavistock Communications
+44 (0)207 920 3150
Jos Simson/Ed Portman/Jessica Fontaine
Johannesburg
10 December 2012
Sponsor
Sasfin Capital (a division of Sasfin Bank
Limited)
Date: 10/12/2012 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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