Wrap Text
DRA announces delisting and off-market share buy-back
DRA Global Limited
(Incorporated in Australia under the Corporations Act 2001 (Cth))
ACN 622 581 935
ASX / JSE Share Code: DRA
ISIN: AU0000155814
("DRA" or "the Company")
JSE Sponsor: Pallidus Capital Proprietary Limited
ASX / JSE ANNOUNCEMENT
9 October 2024
DRA ANNOUNCES DELISTING AND OFF-MARKET SHARE BUY-BACK (1)
DRA Global Limited (ASX: DRA | JSE: DRA) (DRA or Company) has today announced its intention to
delist from both the Australian Securities Exchange (ASX and ASX Delisting) and the Johannesburg
Stock Exchange JSE and JSE Delisting) (together, the Delistings) and undertake an off-market equal
access share buy-back (Buy-Back), subject to obtaining the required shareholder approvals. Delisting
from the ASX (primary exchange) and the JSE (secondary exchange) and the Buy-Back will be put
forward for shareholder approval at an extraordinary general meeting that is proposed to be held on
7 November 2024.
The Delistings are considered by DRA's Board (Board) to be in the best interests of DRA in light of,
amongst others, the low level of trading of DRA's shares on the ASX and the JSE. The Delistings are
conditional on obtaining shareholder approval for the Buy-Back.
The Buy-Back will provide shareholders with the opportunity to realise some or (subject to the cap
on the Buy-Back, described below) all of their investment in DRA prior to Delistings, alternatively,
in the event that shareholders do not approve the Delistings, to provide shareholders with access to
liquidity not available through normal market trading. For this reason, the Buy-Back will not be
conditional upon the Delistings being approved by DRA's shareholders.
Further details of these proposals and an indicative timetable are provided below. These proposals
will also be more fully detailed in a Notice of Meeting and Explanatory Memorandum (Notice of
Meeting) which will be accompanied by an Independent Expert's Report for the purposes of the JSE
Listings Requirements with respect to the Buy-Back, and will shortly be despatched to shareholders
together with the Notice of Meeting.
DELISTING
A key reason for DRA seeking to delist from the ASX and JSE is the relatively low level of trading
compared to DRA's current share capital. Further, given the size of DRA and the low level of trading
on the ASX and the JSE, the Board believes that the financial, administrative and compliance
obligations and costs associated with maintaining an ASX listing and a JSE listing are no longer
justified nor is the high level of compliance costs in the best interests of all shareholders. A
significant proportion of the Company's management time is currently being dedicated to
time-intensive matters relating to the Company's ASX listing and JSE listing. If the Company
delists, management's time will be able to be spent on other value- adding matters for the benefit
of the Company and its shareholders.
DRA has formally applied to the ASX for its removal from the official list of the ASX (Official
List) pursuant to ASX Listing Rule 17.11. DRA previously sought in-principle advice from the ASX for
its removal from the Official List. ASX advised that it would be likely to agree to DRA's removal,
subject to compliance with the following conditions:
(a) the request for removal of DRA from the Official List is approved by a special resolution of
DRA's shareholders;
(b) the notice of meeting seeking shareholder approval for the Company's removal includes:
(1) a timetable of key dates, including the time and date at which the Company will be
removed from ASX if that approval is given;
(2) a statement to the effect that the removal will take place no earlier than one month
after the approval is granted;
(3) a statement to the effect that if shareholders wish to sell their shares on the ASX,
they will need to do so before the Company is removed from the Official List, and if
they do not, details of the processes that will exist after the Company is removed
from the Official List to allow a shareholder to dispose of their holdings and how
they can access those processes; and
(4) the information prescribed by ASX for a notice of meeting in connection with a
delisting in ASX guidance;
(c) the removal does not take place any earlier than one month after the date on which the
resolution to approve the delisting is passed;
(d) DRA must apply for its shares to be suspended from quotation at least 2 business days before
its proposed removal date; and
(e) DRA releases the full terms of ASX's decision to the market upon making a formal application to
ASX to remove DRA from the Official List (which DRA has done by making this announcement).
The JSE has also provided its approval for the removal of DRA's secondary listing from the
securities exchange operated by the JSE pursuant to paragraph 1.14 of the JSE Listings Requirements,
subject to compliance with the following conditions:
(a) the request for removal of DRA from the list of securities admitted to trading on the JSE is
approved by a special resolution of DRA's JSE shareholders (2) (that is, at least 75% of
shareholders on DRA's South African branch share register who vote on the resolution must vote
in favour of the JSE Delisting);
(b) the Board confirming that the Buy-Back price is fair, and that the Board has been so advised by
an independent expert acceptable to the JSE (with a copy the independent expert's report to be
attached to the notice of meeting); and
(c) the Buy-Back scale back not being triggered for any shareholders on DRA's South African branch
share register (that is, if shareholders on DRA's South African branch share register elect to
sell shares under the Buy-Back those shares must be bought back in full).
In addition, DRA has received prior approval for the transaction from the Financial Surveillance
Department of the South African Reserve Bank (FinSurv).
DRA intends to fully comply with the above conditions. In relation to JSE condition (c) above, the
Board are of the view that the Buy-Back scale back will not be triggered. This view has been formed
by the Board as a result of their consideration of various factors, including the overall size of
the Buy-Back and the composition of the DRA share register and movements in the share register since
listing. In the event that this condition is not satisfied (that is, shareholders on the South
African branch share register participate in the Buy-Back and the scale back is triggered), DRA will
proceed with the Buy-Back (including the implementation of the scale back in relation to all
Shareholders who have accepted the Buy-Back) and the ASX Delisting and will not proceed with the JSE
Delisting. DRA will then re-engage with the JSE in relation to its continued listing on the JSE.
The consequences for DRA and its shareholders if the Company is removed from both the ASX and the
JSE will be detailed in the Notice of Meeting and include:
(a) shareholders will no longer be able to trade their shares on ASX or the JSE;
In relation to shares held by South African shareholders, all necessary approvals have been
obtained from the FinSurv to enable the shares to continue to be held post delisting for South
African exchange control purposes.
(b) the Company's shares will only be capable of being traded by off-market, private transactions,
which will require shareholders to identify and agree terms with potential purchasers of shares
in accordance with the Company's Constitution and the Corporations Act 2001 (Cth) (Corporations
Act);
(c) as an unlisted company, the Company will not have the ability to raise capital from the issue
of securities by means of limited disclosure fundraising documents, therefore the main means
for the Company (as an unlisted company) to raise equity funds will be by way of an offer of
securities pursuant to a full form prospectus or by way of placement to sophisticated,
professional and other investors who do not require a prospectus;
(d) the Company will no longer need to comply with the ASX Listing Rules or the JSE Listings
Requirements;
(e) if, following the Delistings and the completion the Buy-Back, the Company has 100 or more
shareholders, it will be an "unlisted disclosing entity" under the Corporations Act;
(f) as an unlisted disclosing entity, the Company will still be required to give continuous
disclosure of material matters in accordance with the Corporations Act by filing notices with
Australian Securities and Investment Commission (ASIC) (or displaying them on its website)
under section 675 of the Corporations Act and the Company will still be required to lodge
annual audited and half-yearly financial statements in accordance with the requirements of the
Corporations Act, however if the Company ceases to be an unlisted disclosing entity there will
be no ongoing requirement for the Company to give continuous disclosure of material matters
under section 675 or lodge half-yearly financial statements reviewed by an auditor but as a
public company it will continue to be required to lodge annual audited financial statements;
and
(g) the Company's Constitution will remain unchanged immediately following Delisting, such that its
shareholders will continue to have the right to: (1) exercise their voting rights attached to
shares; (2) receive notices of meetings and other notices issued by the Company; and (3)
receive dividends (if any) declared and payable by DRA from time to time.
The Board recognise that after DRA is delisted from ASX and JSE, shareholders will no longer be able
to trade their shares on the ASX or the JSE and that it will be more difficult for shareholders to
dispose of them. The Board have therefore considered the various ways to provide liquidity to those
shareholders who are seeking to exit their investment, including off-market buy-backs and on-market
buy-backs. On balance, it was considered that the proposed Buy-Back gives shareholders more
flexibility in dealing with their investment in DRA.
If a shareholder of the Company considers the Delistings to be contrary to the interests of the
shareholders of the Company as a whole or oppressive to, unfairly prejudicial to, or unfairly
discriminatory against a shareholder or shareholders, it may apply to the court for an order under
Part 2F.1 of the Corporations Act. The Court can make any order under section 233 of the
Corporations Act that it considers appropriate to the Company. This may include an order that the
Company be wound up or an order regulating the conduct of the Company's affairs in the future.
If a shareholder of the Company considers that the Delistings involve "unacceptable circumstances",
it may apply to the Takeovers Panel for a declaration of unacceptable circumstances and other orders
under Part 6.10 Division 2 Subdivision B of the Corporations Act. Pursuant to section 657D of the
Corporations Act, if the Takeovers Panel has declared circumstances to be unacceptable under section
657A of the Corporations Act, it may make any order (except for an order directing any person to
comply with a requirement of Chapter 6, 6A, 6B or 6C of the Corporations Act) that it thinks
appropriate to (among others) protect the rights or interests of any person or group of persons,
where the Takeovers Panel is satisfied that those rights or interest have been or are being
affected, or will be or are likely to be affected, by the circumstances.
The Delistings are subject to shareholder approval (as a special resolution at DRA's extraordinary
general meeting that is proposed to be held on 7 November 2024). Further details relating to the
Delistings, including potential advantages and disadvantages for shareholders will be included in
the Notice of Meeting which will be despatched to shareholders shortly. All shareholders will be
entitled to vote on the resolution.
BUY-BACK
Subject to the Buy-Back being approved by shareholders, DRA is pleased to confirm that it will
proceed with an off-market equal access share buy-back of up to 11,088,080 fully paid ordinary
shares in the capital of the Company. The Buy-Back is intended to provide shareholders with the
opportunity to potentially exit some or all of their investment prior to the Delistings,
alternatively, in the event that shareholders do not approve the Delistings, to enable shareholders
to access liquidity not available through normal market trading.
Key features of the proposed Buy-Back are:
(a) Size of offer: up to 11,088,080 shares (approximately 20% of current issued capital), capped at
approximately A$23,063,206.40/ZAR 271,453,939. (3)
(b) Buy-Back price: A$2.08 (and, in respect of shares held on the South African branch share
register, ZAR 24.55 per Share based on an exchange rate of ZAR11.80: A$1 as at close of
business on Wednesday, 25 September 2024, being the last practicable date prior to the
finalisation of the Notice of Meeting).
(c) Scale back: if DRA receive applications in excess of A$23,063,206.40/ZAR 271,453,939 (4), the
number of shares bought back from each participating shareholder will be scaled back pro rata
on the number of shares in respect of which a shareholder has lodged an application under the
Buy-Back.
(d) Participation in the Buy-Back is optional. Shareholders who do not wish to participate in the
Buy-Back, need not do anything. Shareholders who do not participate in the Buy-Back will
continue to hold their shares.
In the event that the Company receives applications for a number of shares exceeding the maximum
number of shares it proposes to buy back under the Buy-Back, the number of shares bought back from
each shareholder who has accepted the Buy-Back in respect of some or all of their shares will be
reduced proportionately. The percentage scale back will operate on the number of shares in respect
of which a shareholder has lodged applications under the Buy-Back and will apply on the same basis
for those shareholders with shares listed on the ASX and those shareholders with shares listed on
the JSE. If a scale back results in there being less than a whole number of shares which would be
bought back from a shareholder, the number of shares bought back from that shareholder will be
rounded down to the nearest whole number of shares.
The Buy-Back price represents a premium of 4.40% to the 30-day volume weighted average price of the
shares traded on the ASX up to Wednesday, 25 September 2024, being the last practicable date prior
to the finalisation of the Notice of Meeting and a premium of 11.13% to the 30-day volume weighted
average price of the shares traded on the JSE up to Wednesday, 25 September 2024, being the last
practicable date prior to the finalisation of the Notice of Meeting. In determining the Buy-Back
price, the Board have sought to balance the interests of those shareholders who wish to participate
in the Buy-Back with those shareholders who wish to retain their shares in DRA. The Board have also
sought to ensure that DRA remains properly funded to continue its activities and invest in its
various businesses as may be required.
As the Buy-Back is for more than 10% of the Company's shares, shareholder approval is required. The
resolution for shareholder approval of the Buy-Back will not be conditional on the approval of the
ASX and JSE Delistings resolution (although the Delistings resolution will be conditional upon
shareholders approving the Buy-Back). If the Buy-Back is approved, DRA propose to undertake the
Buy-Back regardless of whether the Delistings resolution is approved. The Board are of the view that
given the limited trading of the Company's shares, this Buy-Back will provide Shareholders with
access to liquidity not available through ordinary market trading.
As at the date of this announcement, each Director has confirmed that he/she does not intend to
participate in the Buy-Back. This includes Non-Executive Director, Charles Pettit who is an
indirect 50.2% shareholder, director and chief executive officer of Apex Partners Holdings
Proprietary Limited which holds 12,116,517 (21.86%) DRA shares. The potential control impact of the
Buy-Back depending on the level of participation of the Company's shareholders will be set out in
the Company's Notice of Meeting.
An Appendix 3C in respect of the Buy-Back will be given to ASX today.
Subject to the Buy-Back being approved by shareholders, investors that buy shares on or after the
Ex-Entitlement Date (expected to be Wednesday, 20 November 2024 for ASX and JSE purposes) will not
be eligible to participate in the Buy-Back in relation to those shares and, if DRA is delisted from
both the ASX and JSE (see above), these shares will no longer be tradeable on the ASX or JSE after
the Suspension Date.
Further details of the Buy-Back including potential advantages and disadvantages for shareholders
will be included in the Notice of Meeting which will be despatched to shareholders shortly and which
will be accompanied by an Independent Expert's Report for the purposes of the JSE Listings
Requirements.
DRA may, in its absolute discretion and at any time, deem any acceptance it receives to be a valid
acceptance, disregard or not accept any acceptance and may waive any or all of the requirements for
making, amending or withdrawing an acceptance. It may do each of these things in relation to some,
all or any number of acceptances it receives.
This announcement has been authorised for release by the Board of DRA Global Limited.
South African taxation considerations
On the basis that the funds dispersed under the Buy-Back will not be treated as a dividend or
similar payment for purposes of Australian tax law, and will be regarded as a distribution or
similar payment (other than an amount that constitutes a 'foreign dividend') by DRA for purposes of
the laws relating to tax on income on companies in Australia which distribution is not deductible in
determination of any tax on income of companies in Australia, no funds dispersed as part of the
Buy-Back should be treated as a dividend for income tax purposes and instead should be treated as a
"foreign return of capital" as defined in section 1 of the South African Income Tax Act, 1962.
The Buy-Back Offer Document (which will be despatched to shareholders subject to the Buy-Back being
approved by shareholders) contains additional information in relation to certain South African tax
considerations for shareholders as well as a summary of certain Australian tax considerations for
shareholders.
As taxation consequences vary depending on the individual circumstances of each shareholder, the
Company recommends that all shareholders who wish to participate in the Buy-Back should obtain their
own professional advice on the tax implications based on their own specific circumstances.
INDICATIVE TIMETABLE
The indicative timetable for the Buy-Back and Delistings is set out below. Subject to the
Corporations Act and the ASX Listing Rules and the JSE Listings Requirements, DRA reserves the right
to amend this indicative timetable without prior notice to shareholders.
Event Date
Last day for JSE on-market trade to be a Shareholder on the Tuesday, 29 October 2024
Meeting Record Date for JSE purposes
Last day for ASX on-market trade to be a Shareholders on the Friday, 1 November 2024
Meeting Record Date
Proxy cut off time 4.00pm (Perth time) / 10.00am
(Proxy Forms and the authority under which they are signed (Johannesburg time) Tuesday,
(if any) must be lodged by this time) 5 November 2024
Meeting Record Date For ASX purposes, 4.00pm
(Date for determining entitlement to vote at the Meeting) (Perth time) Tuesday, 5
November 2024
For JSE purposes, the
practical time is market close
on the JSE on Friday, 1
November 2024
Meeting 4.00pm (Perth time) / 10:00am
Johannesburg time) Thursday,
7 November 2024
Result of the Meeting announced on ASX and SENS, including Thursday, 7 November 2024
statement of unconditionality of the Buy-Back (JSE
Finalisation Announcement in respect of the Buy-Back)
Last day for JSE on-market trade to be a Shareholders on Tuesday, 19 November 2024
the Buy-Back Record Date
Last day for ASX on-market trade to be a Shareholders on Tuesday, 19 November 2024
the Buy-Back Record Date
Ex-Entitlement Date For ASX purposes, Wednesday,
(Shares acquired on or after this date will not confer an 20 November 2024
entitlement to participate in the Buy-Back) For JSE purposes, the
practical time is Wednesday,
20 November 2024
Buy-Back Record Date For ASX purposes, 5.00pm
(Date for determining entitlement to participate in the (Perth time) Thursday, 21
Buy-Back) November 2024
For JSE purposes, the
practical time is market close
on the JSE on Friday, 22
November 2024
Despatch Date Tuesday, 26 November 2024
(Date of despatch of Buy-Back Offer Documents and
Application Form)
Open Date Tuesday, 26 November 2024
(Date that Buy-Back offer opens)
Closing Date 5.00pm (Perth time) / 11.00am
(Date that Buy-Back offer closes) (Johannesburg time) Thursday,
12 December 2024
Announcement of the outcome of the Buy-Back and details Friday,13 December 2024
of any scale back
Buy-Back Date Tuesday,17 December 2024
(Date of transfer to the Company of shares bought back and
cancellation of those shares)
Payment Date Thursday, 19 December 2024
(Date of payment of cash consideration under the Buy-Back)
Last day for JSE on-market trade to be a Shareholders on Monday, 30 December 2024
the Delisting Record Date
Last day for ASX on-market trade to be a Shareholders on Tuesday, 31 December 2024
the Delisting Record Date
Suspension Date For ASX purposes, from
(Date on which shares are suspended from trading on commencement of trading on
Exchanges) Thursday, 2 January 2025
For JSE purposes, from
commencement of trading on
Tuesday, 31 December 2024
Delisting Record Date For ASX purposes, 5.00pm
(Date for determining Shareholders who will hold unlisted (Perth time) Friday, 3 January
DRA shares) 2025
For JSE purposes, the
practical time is market close
on the JSE on Friday, 3
January 2025
Delisting Date Monday, 6 January 2025 (in
(Date on which delisting from Exchanges is expected to respect of the JSE, from
take effect) commencement of trading)
Notes for timetable:
1. The above dates and times are subject to amendment. Any such amendment will be released on ASX's
Market Announcement Platforms and JSE SENS.
- ENDS –
This announcement was approved for release by the Board of DRA Global Limited.
For further information, please contact:
Media enquiries: Investor enquiries: Shareholder administration:
Michael Vaughan Andrew Prior shareholders@draglobal.com
Fivemark Partners Fivemark Partners
M: +61 422 602 720 andrew.prior@fivemark.com.au
michael.vaughan@fivemark.com.au
Footnotes:
(1) JSE Declaration announcement in respect of the JSE Delisting and Buy-Back
(2) Such resolution will be combined with the resolution required for the removal of DRA from the
Official List.
(3) Calculated at an exchange rate of 11.77:A$1 as at close of business on Tuesday 8 October 2024.
(4) Calculated at an exchange rate of 11.77:A$1 as at close of business on Tuesday 8 October 2024.
About DRA Global Limited
DRA Global Limited (ASX: DRA | JSE: DRA) (DRA or the Company) is a multi-disciplinary consulting,
engineering, project delivery and operations management group predominantly focused on the mining
and minerals resources sector. DRA has an extensive global track record, spanning more than three
decades and more than 7,500 studies and projects as well as operations, maintenance and optimisation
solutions across a wide range of commodities.
DRA has expertise in mining, minerals and metals processing and related non-process infrastructure
including sustainability, water and energy solutions for the mining industry. DRA delivers advisory,
engineering and project delivery services throughout the capital project lifecycle from concept
through to operational readiness and commissioning as well as ongoing operations, maintenance and
shutdown services.
DRA, headquartered in Perth, Australia, services its global customer base through 19 offices across
Asia-Pacific, North and South America, Europe, Middle East and Africa.
Physical Level 7, 256 Adelaide Terrace / Perth WA 6000 / Australia // Postal PO Box 3130 / East
Perth WA 6892 / Australia Telephone +61 (0)8 6163 5900 // info@draglobal.com // ACN 622 581 935 //
ASX: DRA / JSE:DRA
draglobal.com
Date: 09-10-2024 08:30:00
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