Nrw Holdings Limited · ASX:NWH
Nrw — Merger or Acquisition (November 2019)
45 slides from Nrw's merger presentation, Nov 28, 2019
Slide 1: Acquisition of BGC Contracting & Capital Raising
INSERT HEADING • Insert text here ACQUISITION OF BGC CONTRACTING & CAPITAL RAISING 28 NOVEMBER 2019 Not for release to US wire services or distribution in the United States
Slide 2: Important Notices & Disclaimer
INSERT HEADING IMPORTANT NOTICES & DISCLAIMER IMPORTANT: You must read the following before continuing. • Insert This investor presentation (“Presentation”) has been prepared by NRW Holdings Limited (ABN 95 118 300 217) (“NRW” or “Company”). text here This Presentation has been prepared in relation
Slide 3: Important Notices & Disclaimer (cont'd)
INSERT HEADING IMPORTANT NOTICES & DISCLAIMER (CONT’D) Not investment or financial product advice • Insert This Presentation does not constitute financial product, investment, legal, taxation, accounting or other advice and is not intended to be used or relied upon as the basis for making text an in
Slide 4: Important Notices & Disclaimer (cont'd)
INSERT HEADING IMPORTANT NOTICES & DISCLAIMER (CONT’D) Future performance This Presentation contains certain “forward-looking statements” and comments about future events, including statements regarding NRW’s intent, belief or current expectations with • Insert text here respect to the Company’s bus
Slide 5: Contents
INSERT HEADING CONTENTS •01 InsertSTRATEGIC text hereRATIONALE & ACQUISITION OVERVIEW 02 BGC CONTRACTING OVERVIEW 03 ‘NEW NRW’ OVERVIEW 04 ACQUISITION FUNDING 05 SUMMARY 06 APPENDICES - Glossary - Risks - International Offer Restrictions 5
Slide 6: Strategic Rationale & Acquisition Overview
Kemerton Earthworks, Albemarle, WA INSERT HEADING • Insert text here 01. STRATEGIC RATIONALE & ACQUISITION OVERVIEW 6
Slide 7: Transformational BGC Contracting
INSERT HEADING - TRANSFORMATIONAL BGC CONTRACTING • NRW to acquire 100% of BGC Contracting for an equity value of $116.4M and an implied enterprise value of $310M. • BGC Contracting provides services to the resources, energy and infrastructure sectors across three core businesses: Mining, • Insert t
Slide 8: Acquisition Overview
INSERT HEADING ACQUISITION OVERVIEW • NRW has executed an agreement to acquire 100% of BGC Contracting with an economic effective date of 31 August 2019. • Insert text here • Consideration payable: ACQUISITION − Cash consideration of $116.4M for the equity; plus OVERVIEW − Assumption of the asset fi
Slide 9: BGC Contracting Overview
Ramone, Northern Star Resources, WA INSERT HEADING • Insert text here 02. BGC CONTRACTING OVERVIEW 9
Slide 10: Overview: BGC Contracting
INSERT HEADING OVERVIEW BGC CONTRACTING BGC Contracting further expands NRW’s position as a leading player in the • Insert text here provision of services across the Australian resources, infrastructure and energy sectors with a long-term high-profile client base. • Established in 1973, and acquired
Slide 11: Business Overview: BGC Contracting
INSERT HEADING – BUSINESS OVERVIEW BGC CONTRACTING BGC Contracting is a leading player in the provision of services across the Australian resources, energy and • Insert text here infrastructure sectors offering diversified and complementary earnings. FY19 REVENUE WORK IN BUSINESS UNIT OVERVIEW LOCAT
Slide 12: Diversity of Earnings
INSERT HEADING – DIVERSITY OF EARNINGS BGC CONTRACTING BGC CONTRACTING REVENUE CONTRIBUTION BGC CONTRACTING REVENUE CONTRIBUTION • Insert • text here BGC Contracting achieved FY19 revenue of $875M (FY19 VS FY20F) and EBITDA of $84M1. DIAB Engineering 13% DIAB Engineering 14% Construction 29% Constru
Slide 13: Mining Overview
INSERT HEADING MINING OVERVIEW MAP OF CURRENT OPERATIONS • The Mining division was Australia’s largest privately owned • Insert text here open-cut mining contractor, with a work force of >1,100 across Australia. • Order book of +$1.2B1 with $0.45B due for delivery in FY20. Phosphate Hill Karratha •
Slide 14: Mining – Longstanding Client Relationships
MINING –HEADING INSERT LONGSTANDING CLIENT RELATIONSHIPS • Mining division has a long history of strong client relationships and contract renewals where the mines remain • Insert text here economically viable - its current order book has significant scope for extension. CURRENT CLIENT RELATIONSHIPS
Slide 15: Mining – Summary of Fleet
MINING –HEADING INSERT SUMMARY OF FLEET • Mining owns and operates a modern and well-maintained fleet of ~200 pieces of equipment, including ultra class. • Insert • textquantity Material hereof the fleet less than three years old. • Fleet is near full deployment. OVERVIEW OF FLEET1 87 TRUCKS 33 DOZE
Slide 16: Construction Overview
INSERT HEADING CONSTRUCTION OVERVIEW • With a forward order book of $0.3B1 and a workforce of over 700, the • Insert text here Construction division has developed a diverse skill set allowing it to MAP OF CURRENT OPERATIONS service all aspects of the civil infrastructure sector, along with additiona
Slide 17: Construction – Longstanding Relationships
INSERT HEADING CONSTRUCTION – LONGSTANDING RELATIONSHIPS • Though contracts are typically shorter-term in nature, Construction has longstanding relationships with high-profile • Insert text here clients, winning repeat work as a result of strong performance. LENGTH OF CLIENT (AND SIGNIFICANT PROJECT
Slide 18: DIAB Engineering Overview
INSERT HEADINGOVERVIEW DIAB ENGINEERING MAP OF CURRENT OPERATIONS • DIAB Engineering has proven capabilities in the metals and mining • Insert text here industry and provides specialist maintenance (shutdown services and onsite maintenance), industrial engineering and fabrication services. • DIAB En
Slide 19: DIAB Engineering – Key Customer Analysis
INSERT HEADING– KEY CUSTOMER ANALYSIS DIAB ENGINEERING • DIAB’s annuity style earnings come from a range of high-profile mining clients offering diversified exposure • Insert text here across commodities. SELECT DIAB ENGINEERING CUSTOMERS CLIENT PROJECT/S COMMODITY RELATIONSHIP Cataby wet concentrat
Slide 20: 'New NRW' Overview
Term Network Contract, Main Roads WA INSERT HEADING • Insert text here 03. ‘NEW NRW’ OVERVIEW 20
Slide 21: Delivering a More Diversified Revenue Stream
INSERT HEADING DELIVERING A MORE DIVERSIFIED REVENUE STREAM Pro Forma Financial – FY19 NEW NRW – ORDER BOOK3 • Insert (AS AT 31 AUGUST 2019) • Pro text hererevenues of $2.0B and EBITDA of $199M1. forma FY19 • Revenue and earnings diversification with balanced exposure to the west and east coast mark
Slide 22: New NRW – Debt Profile
INSERT – DEBT PROFILE HEADING NEW NRW • NRW has assumed the existing BGC Contracting asset finance obligations of $193.6M 1. • Insert– text hereof $170M has been retained with existing asset financiers and $23M refinanced through existing An amount banking relationships. • NRW core Bankwest facility
Slide 23: Balance Sheet – Historical
INSERT BALANCE SHEET – HISTORICAL HEADING PRO FORMA • Insert text here NRW PLACEMENT SPP ACQUISITION BGC CONTRACTING NEW NRW $M (assumed fully EQUITY PRO FORMA FY191 (before costs) ACQUISITION subscribed) PAYMENT FY19 BALANCE SHEET2 Cash 65 120 10 (116) - 79 Debt (101) - - - (194) (294) Net Debt (36
Slide 24: Mining Contract – Client Option
INSERT HEADING– CLIENT OPTION MINING CONTRACT • A BGC Contracting client holds an option BGC BGC • Insert text here (Option) to acquire all or part of the associated mining fleet used to provide CONTRACTING FY20F CLIENT OPTION CONTRACTING ADJUSTED FY20F contract services to that client. Revenue 850.
Slide 25: Acquisition Funding
Yandi Creek Constrained Ore, WA INSERT HEADING • Insert text here 04. ACQUISITION FUNDING 25
Slide 26: Placement Overview
INSERT HEADING PLACEMENT OVERVIEW Offer Size and Structure • Insert • NRWtext here is raising ~$120M (before costs) via a fully underwritten Placement. • Represents ~12% of NRW's existing issued share capital at the floor price of the bookbuild range. • New shares will rank pari passu with existing
Slide 27: Placement Timetable
INSERT HEADING PLACEMENT TIMETABLE1 • Insert text here DESCRIPTION DATE Trading halt and Placement conducted Thursday, 28 November Trading halt lifted Friday, 29 November Settlement of offer Tuesday, 3 December Issue and commencement of trading of new shares issued Wednesday, 4 December 1 Timetable
Slide 28: Summary
Boddington Gold Mine (Newmont), WA INSERT HEADING • Insert text here 05. SUMMARY 28
Slide 29: Summary
INSERT HEADING SUMMARY • Acquisition of BGC Contracting represents a major transformational milestone and after the highly successful • Insert text here acquisition of Golding Group and RCR Mining Technologies, delivers a further step change in scale for NRW’s business in Australia. • Delivers an en
Slide 30: Leading National Australian Contractor
INSERT LEADINGHEADING NATIONAL AUSTRALIAN CONTRACTOR Diversified portfolio of projects across Australia with balanced exposure to • Insert text here the resources, civil infrastructure and urban development sectors. Note: Map for illustrative purposes only and does not include all projects. 30
Slide 31: Appendices
Mt Webber, Atlas Iron WA INSERT HEADING • Insert text here 06. APPENDICES 31
Slide 32: Glossary of Terms
INSERT HEADING GLOSSARY OF TERMS • Insert $ text hereAustralian dollar BGC Contracting BGC Contracting Pty Ltd DIAB Engineering DIAB Engineering Pty Ltd EBITDA Earnings before interest, tax, depreciation and amortisation EPS Earnings per share EV Enterprise value FY19 Financial year ending 30 June 2
Slide 33: Risks – NRW & New NRW Risks
RISKS – HEADING INSERT NRW & NEW NRW RISKS Overview As NRW and BGC Contracting operate in the same industry, many of the key risks that apply to NRW apply equally to BGC Contracting. These overlapping key risks are set out • Insert below under the heading “Risks associated with NRW’s business” and w
Slide 34: Risks – NRW & New NRW Risks (cont'd)
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Risks associated with NRW’s business (cont’d) • Tender processes: NRW’s revenue is dependent on winning new contracts with acceptable terms and conditions. NRW operates in increasingly competitive markets and it is • Insert text here difficult to p
Slide 35: Risks – NRW & New NRW Risks (cont'd)
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Risks associated with NRW’s business (cont’d) • Decline in mining activities: Demand for NRW’s services depends in significant part upon the level of production activities conducted by NRW’s clients, which are • Insert text predominantly in thehere
Slide 36: Risks – NRW & New NRW Risks (cont'd)
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Risks associated with NRW’s business (cont’d) • • Insert Interruption in supply: Whenever NRW enters new contracts, NRW may need to acquire new capital equipment, typically mining equipment, if it does not have existing text equipment here availabl
Slide 37: Risks – Acquisition Risks
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Acquisition Risks • • Insert Change of control risk: The Acquisition may trigger change of control clauses in some material contracts to which BGC Contracting is a party. Where triggered, the change of text control clause here will, in most cases,
Slide 38: Risks – Acquisition Risks (cont'd)
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Acquisition Risks (cont’d) • Historical liability: If the Acquisition completes, NRW may become directly or indirectly liable for any liabilities that BGC Contracting has incurred in the past as a result of prior • Insert text here acts or omission
Slide 39: Risks – Acquisition Risks (cont'd)
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Acquisition Risks (cont’d) • New Accounting Standards: The pro forma financial information on pages 21, 22, 23 and 24, has not been adjusted to reflect the new accounting standard, AASB 16 Leases. • Insert text here AASB 16 Leases is applicable to
Slide 40: Risks – Placement and General Investment Risks
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Placement and general investment risks • Economic risk: General economic conditions may negatively affect NRW's performance and the performance of NRW’s shares. Any protracted slow down in economic • Insert text conditions or factorshere such as mo
Slide 41: Risks – Placement and General Investment Risks (cont'd)
RISKS – HEADING INSERT NRW & NEW NRW RISKS (CONT’D) Placement and general investment risks (cont’d) • Underwriting risk (cont’d) • Insert − there text here is a change to NRW’s board of directors, CEO or CFO; − NRW, a subsidiary of NRW or BGC Contracting becomes insolvent; − a condition precedent to
Slide 42: International Offer Restrictions
INSERT HEADING INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country
Slide 43: International Offer Restrictions (cont'd)
INSERT HEADING INTERNATIONAL OFFER RESTRICTIONS (CONT’D) New Zealand • Insert text Shares here This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The New are not being offer
Slide 44: International Offer Restrictions (cont'd)
INSERT HEADING INTERNATIONAL OFFER RESTRICTIONS (CONT’D) United Arab Emirates (including the financial zones) • Insert text authorityhere Neither this document nor the New Shares have been approved or passed on in any way by the Emirates Securities and Commodities Authority ("ESCA") or any other gov
Slide 45: NRW.com.au
INSERT HEADING • Insert text here NRW.COM.AU