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DRA GLOBAL LIMITED - Results of off-market share buy-back and finalisation announcement in respect of the JSE delisting

Release Date: 13/12/2024 09:30
Code(s): DRA     PDF:  
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Results of off-market share buy-back and finalisation announcement in respect of the JSE delisting

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
                                                                                                          13 December 2024


RESULTS OF OFF-MARKET SHARE BUY-BACK AND FINALISATION ANNOUNCEMENT IN RESPECT OF THE JSE DELISTING

DRA Global Limited (ASX: DRA | JSE: DRA) (DRA or Company) advises that the off-market equal access
share buy-back (Buy-Back) that was previously announced on 9 October 2024 and approved by shareholders
at the extraordinary general meeting held on 7 November 2024, closed on 12 December 2024. At the
extraordinary general meeting held on 7 November 2024 shareholders also approved a resolution to delist
DRA from both the Australian Securities Exchange (ASX) (ASX Delisting) and the Johannesburg Stock
Exchange (JSE) (JSE Delisting) (together, the Delistings).

As communicated to shareholders in the Buy-Back Offer Document dated 26 November 2024 (Offer
Document) and the DRA Notice of Extraordinary Meeting dated 9 October 2024:

    -    the maximum number of DRA fully paid ordinary shares (Shares) eligible to be bought under the Buy-
         Back is capped at 11,088,080 Shares;
    -    a pro rata scale back will be implemented should the Company receive applications to buy back a
         greater number of Shares than are eligible to be bought back under the Buy-Back (the Scale Back);
         and
    -    the JSE Delisting is conditional upon the Scale Back not being triggered for any shareholders on the
         South African branch share register (the Scale Back Condition).

BUY-BACK RESULTS

A total of 10,621,863 Shares will be bought back at the Buy-Back price of A$2.08 per Share (and in respect of
Shares held on the South African branch share register ZAR24.55 per Share based on an exchange rate of
ZAR11.80: A$1 as at close of business on 25 September 2024 being the last practicable day prior to the
announcement of the Buy-Back) and cancelled under the Buy-Back.

The Shares bought back under the Buy-Back will cost DRA approximately A$22,584,681 (based on an
exchange rate of ZAR 11.32: A$1 as at 12 December 2024).

Shareholders submitted valid applications for a total of 10,621,863 Shares to be bought back.

Given the number of Shares applied to be bought back was less than the maximum number of Shares
proposed to be bought back by the Company, all valid applications will be accepted and no Scale Back
required. Accordingly, the JSE Delisting has become unconditional and the Company will proceed with the
Delistings.

The completion of the Buy-Back achieves the Company's goal to provide its shareholders with an opportunity
to sell their Shares prior to the Delistings.

SHARE STRUCTURE FOLLOWING COMPLETION OF BUY-BACK

The Company's Share structure following completion of the Buy-Back is set out in the table below.

                                                                Number of Shares               Percentage of total issued
                                                                                               Shares before Buy-Back

 Total issued Shares before the Buy-Back                        55,495,481                     100%

 Buy-Back limit                                                 11,088,080                     19.98%

 Shares subject to Buy-Back                                     10,621,863                     19.14%

 Total issued Shares after Buy-Back                             44,873,618


PAYMENTS

Payments for Shares bought back under the Buy-Back are scheduled to be made on 19 December 2024 in
the manner set out in section 6.11 of the Offer Document.

INDICATIVE TIMETABLE

The indicative timetable for the remainder of the Buy-Back and Delistings is set out below. Subject to the
Australian Corporations Act 2001 (Cth) 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

 Announcement of the outcome of the Buy-Back and                         Friday, 13 December 2024
 details 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 shareholder                    Monday, 30 December 2024
 on the Delisting Record Date

 Last day for ASX on-market trade to be a shareholder                    Tuesday, 31 December 2024
 on the Delisting Record Date

 Suspension Date                                                          For ASX purposes, from commencement of
                                                                          trading on Thursday, 2 January 2025
 (Date on which Shares are suspended from trading on
 Exchanges)                                                               For JSE purposes, from commencement of
                                                                          trading on Tuesday, 31 December 2024

 Delisting Record Date                                                    For ASX purposes, 5.00pm (Perth time)
                                                                          Friday, 3 January 2025
 (Date for determining shareholders who will hold unlisted
 DRA Shares)                                                              For JSE purposes, the practical time is market
                                                                          close on the JSE on Friday, 3 January 2025

 Delisting Date                                                           Monday, 6 January 2025 (in respect of the
                                                                          JSE, from commencement of trading)
 (Date on which delisting from ASX and JSE is expected to
 take effect)

Notes:
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


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: 13-12-2024 09:30:00
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