An extensive portfolio
of experience.
Transactions
Akaysha Energy + BlackRock
Akaysha Energy + BlackRock
+A$650m Construction Funding Package
In July 2024, Akaysha Energy secured the largest BESS financing globally for the 415MW / 1,660MWh Orana BESS located in New South Wales (NSW). More than A$650 million in non-recourse project finance facilities will be provided by various lenders including ANZ, BNP, CBA, CIBC, DBS, ING, Mizuho, Rabobank, Siemens, SMBC and Westpac.
The financing is supported by an AEMO Services Long Term Energy Services Agreement (LTESA) with the NSW and Commonwealth Governments, in combination with an innovative ‘Virtual Toll’ offtake agreement secured with leading generator and retailer, EnergyAustralia. This is the first of its kind for EnergyAustralia that will allow the ‘notional’ charge and discharge of a 200MW / 800MWh ‘virtual battery’ within pre-agreed daily bidding parameters, separate from the physical operation of the Orana BESS by Akaysha.
Wholly owned by BlackRock via its Climate Infrastructure franchise, Akaysha Energy is one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. BlackRock has committed over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of Akaysha Energy’s battery storage assets across the National Electricity Market (NEM) in Australia. BlackRock is one of the world’s largest asset managers with over US$10 trillion of assets under management (AUM). BlackRock serves investors seeking outperformance in real estate, infrastructure, private equity, credit, hedge funds and alternative solutions.
Azure Capital acted as financial adviser to Akaysha Energy + BlackRock on the construction funding package, including the provision of financing, structuring, commercial and strategic advice, and negotiation of relevant transaction agreements.
Morgan Stanley Infrastructure Partners
Morgan Stanley Infrastructure Partners
A$1.3bn acquisition of a 49% stake in Onslow Iron Road Trust from Mineral Resources
In June 2024, Morgan Stanley Investment Management, through investment funds managed by Morgan Stanley Infrastructure Partners, agreed to acquire a 49% stake in the Onslow Iron Road Trust (Road Trust), the owner of a 150km private haul road from the Onslow Iron ore project to Ashburton Port in the northwest Pilbara region of Western Australia. Serving as the only corridor for Onslow Iron’s deposits, Road Trust owns a critical transportation infrastructure asset that will assist in unlocking material iron ore deposits previously stranded in the region. Road Trust is co-controlled and managed by Mineral Resources, the majority owner of Onslow Iron. It will be supported by Mineral Resources’ 30+ year track record of delivering leading mining supply chain solutions for tier-one global mining companies.
Morgan Stanley Investment Management has more than 1,300 investment professionals around the world and US$1.5 trillion in assets under management or supervision. Its infrastructure investment platform, Morgan Stanley Infrastructure Partners, is a leading global private infrastructure investor with approximately US$17 billion in assets under management.
Azure Capital acted as financial adviser to Morgan Stanley Infrastructure Partners on the acquisition, including the provision of valuation, structuring and strategic advice, and the negotiation of relevant transaction agreements.
LINX Cargo Care Group
LINX Cargo Care Group
Sale of Autocare Services
In May 2024, LINX Cargo Care Group (“LINX Group”, a Brookfield portfolio company) sold its Australian automotive logistics services business, Autocare Services (“Autocare”), to the Tokyo Stock Exchange listed Optimus Group (“Optimus Group”, JPY ticker code 9268:JP), a global automotive industry business.
Autocare is one of Australia’s largest integrated automotive logistics providers, based in all major ports in Australia with its strategic operations, providing transportation and storage services for imported vehicles. Autocare also provides a wide range of services such as warehousing, cleaning, quarantine, customs clearance, pre-delivery maintenance works to imported vehicles headed to automotive dealerships throughout Australia.
The acquisition supports Optimus Group’s further expansion into Australia and enables stronger collaboration with its existing Australian business portfolio, strengthening its automotive supply chain offering to customers.
Azure Capital acted as financial adviser to LINX Group on the sale, including running the sale process, structuring and strategic advice, and negotiation of transaction agreements.
Clean Energy Fuels Australia
Clean Energy Fuels Australia
Acquisition of EVOL LNG from Wesfarmers
In May 2024, Clean Energy Fuels Australia (CEFA) announced its agreement to acquire Wesfarmers’ LNG distribution business, EVOL LNG, one of Australia’s leading providers of LNG for transport, power generation and industrial applications.
CEFA is owned by I Squared Capital, a leading independent global infrastructure investor with over US$38 billion in infrastructure assets. CEFA’s mission is to reduce carbon emissions by providing sustainable fuel solutions for power generation and process heat in remote off-grid mines and industrial applications. It is also actively developing renewable power solutions to complement LNG as a firming fuel. For CEFA, the acquisition of EVOL LNG will mean it moves one step closer towards its goal of becoming a significant energy transition platform in Australia.
Azure Capital acted as financial adviser to CEFA on all aspects of the transaction including valuation, strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
Macmahon
Macmahon
Acquisition of Decmil Group via Scheme of Arrangement
On 16 April 2024, Macmahon Holdings Limited (ASX:MAH) (Macmahon) announced it had entered into a binding Scheme Implementation Deed with Decmil Group Limited (ASX:DCG) (Decmil) to acquire 100% of the issued capital in Decmil by way of Scheme of Arrangement (Scheme) for an implied transaction value of A$127m. The Scheme is unanimously supported by the Board of Decmil and its two major shareholders, Thorney Group and Horley, and is expected to be implemented in August 2024.
The acquisition of Decmil is consistent with Macmahon’s strategic focus of achieving continued earnings growth while diversifying earnings into the less capital intensive civil infrastructure business.
Decmil is a strategic fit with a complementary service offering to Macmahon, providing integrated civil construction and infrastructure solutions to the resources, infrastructure and renewable industries across Australia. Decmil’s core operations add increased exposure for Macmahon to both the renewable and government infrastructure sectors. Macmahon intends to leverage these to accelerate growth towards its long-term civil infrastructure revenue target of $1 billion per annum, or one third of group revenue. Following Scheme implementation, Macmahon will continue to operate Decmil as a wholly owned subsidiary and to maintain the Decmil branding, with the existing Macmahon civil business to integrate into the subsidiary.
Macmahon is Australian-based and provides the complete package of mining services to miners throughout Australia and Southeast Asia. Macmahon’s extensive experience in both surface and underground mining has established itself as the contractor of choice for resources projects across a range of locations and commodity sectors.
Decmil provides multi-disciplinary project delivery across the infrastructure, resources, and renewable energy sectors, and has been in operation for over 40 years.
Azure Capital acted as financial adviser to Macmahon on the transaction.
Base Resources
Base Resources
Acquisition of Base Resources via Scheme of Arrangement
On 22 April 2024, Base Resources (ASX & AIM:BSE) (Base) announced it had entered into a binding Scheme Implementation Deed with Energy Fuels Inc. (NYSE American:UUUU, TSX:EFR) (Energy Fuels) to acquire 100% of the issued capital in Base by way of Scheme of Arrangement (Scheme) for an implied equity value of A$375m. Under the Scheme, Base shareholders will receive 0.026 Energy Fuels shares, plus A$0.065 in cash via a conditional unfranked special dividend, for each Base share held.
Following Scheme implementation, Base shareholders will own approximately 16.4% of the combined group, with a pro-forma market capitalisation of approximately US$1.1 billion. The Scheme is unanimously supported by the Board of Base and its two major shareholders, Pacific Road Capital and Sustainable Capital, and is expected to be implemented in September 2024.
The transaction will establish a global leader in the critical minerals sector with a focus on rare earth elements (REEs), uranium and mineral sands production, combined with a strong growth pipeline of near to medium-term asset development opportunities.
Base is an Australian based, African focused, mineral sands producer and developer with a track record of project delivery and operational performance. Base owns the established Kwale Operations in Kenya and is developing the Toliara Project in Madagascar.
Energy Fuels is a leading US-based uranium and critical minerals company that operates mines and produces natural uranium concentrates that are sold to major nuclear utilities for the production of carbon-free nuclear energy. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill operating in the United States, with a licensed capacity of >8 million pounds of U3O8 per year and also produces vanadium when market conditions warrant, from various uranium-bearing ores. Energy Fuels also has one of the largest NI 43-101 compliant uranium resource portfolios in the United States and several uranium and uranium / vanadium mining projects in production, on standby and in various stages of permitting and development. Energy Fuels recently began production of advanced REE materials at White Mesa, including mixed REE carbonate, and intends to produce commercial quantities of separated REE Oxides in 2024, with plans to further expand this production capability over the coming years. The monazite from Base’s Toliara Project in Madagascar will be processed into separate REE products at White Mesa.
Azure Capital acted as financial adviser to Base on the transaction.
Akaysha Energy + BlackRock
Akaysha Energy + BlackRock
+A$250m Construction Funding Package
In April 2024, Akaysha Energy secured the first BESS portfolio financing in Australia for the 155MW / 298MWh Ulinda Park BESS and 205MW / 410MWh Brendale BESS, both located in Queensland. More than A$250 million in non-recourse project finance facilities will be provided by various lenders including CBA, DBS, ING, Mizuho, MUFG, Rabobank and SMBC.
Wholly owned by BlackRock via its Climate Infrastructure franchise, Akaysha Energy is one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. BlackRock has committed over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of Akaysha Energy’s battery storage assets across the National Electricity Market (NEM) in Australia. BlackRock is one of the world’s largest asset managers with over US$10 trillion of assets under management (AUM). BlackRock serves investors seeking outperformance in real estate, infrastructure, private equity, credit, hedge funds and alternative solutions.
Azure Capital acted as financial adviser to Akaysha Energy + BlackRock on the construction funding package, including the provision of financing, structuring, commercial and strategic advice, and negotiation of relevant transaction agreements.
LINX Cargo Care Group
LINX Cargo Care Group
Sale of LINX Regional Logistics
In February 2024, LINX Cargo Care Group (“LINX Group”, a Brookfield portfolio company) completed the sale of its Australian multi-modal regional logistics business, LINX Regional Logistics (“LINX RL”), to MEDLOG Oceania Pty Ltd (“Medlog Oceania”), a wholly owned subsidiary of MSC Mediterranean Shipping Company SA (“MSC”)
LINX RL operations are strategically located in the Riverina region, providing essential multi-modal transport solutions. These include linehaul services to major capital cities and rail services to the Port of Melbourne.
LINX RL offers significant growth potential and aligns with MSC’s global land-side logistics strategy in Australia through Medlog Oceania. Medlog Oceania plans to build on the existing Regional Logistics operations, support customers, and develop further value-added solutions for future growth.
Azure Capital acted as exclusive financial adviser to LINX Group on the sale, including running the sale process, structuring and strategic advice, and negotiation of transaction agreements.
Leichhardt Industrials Group
Leichhardt Industrials Group
A$375m acquisition of the Lake MacLeod salt and gypsum operations from Dampier Salt and associated financing
On 16 January 2024, Leichhardt Industrials Group (Leichhardt) announced it had entered into a binding Sale Agreement with Dampier Salt to acquire 100% of the Lake MacLeod salt and gypsum operations (Lake MacLeod) for a purchase price A$375m. Completion is conditional on certain commercial and regulatory conditions being satisfied, and is expected to occur in the second half of 2024.
Lake MacLeod is in the Gascoyne region of Western Australia, 65 kilometres north of the town of Carnarvon, on Baiyungu country, and consists of an operating salt and gypsum operation, plus a deepwater port at Cape Cuvier which is permitted for 6Mtpa of exports. Lake MacLeod has been operating for over 60 years and is the largest employer for the town of Carnarvon.
Leichhardt is funding the acquisition via a new US$160m debt facility, plus equity subscriptions from existing and new investors.
Leichhardt is Australian-based and privately-owned group, with management having extensive salt operational and development expertise. Leichhardt also owns the Eramurra solar salt development project, located 55km southwest of Karratha in Western Australia.
Dampier Salt is an incorporated joint venture between Rio Tinto (68%), Marubeni Corporation (22%) and Sojitz (10%).
Azure Capital acted as financial adviser to Leichhardt on all aspects of the transaction, including the acquisition and the financing.
7-Eleven Australia
7-Eleven Australia
Sale of 7-Eleven Australia to 7IN for A$1.71 billion
In December 2023, the Withers and Barlow families sold its 100% interest in Convenience Group Holdings Pty Ltd (7-Eleven Australia) to 7-Eleven International LLC (7IN) for A$1.71 billion. 7-Eleven Australia is Australia’s leading convenience retailer with a network of over 750 stores across Victoria, New South Wales, ACT, Queensland and Western Australia, processing 250 million transactions each year, and employing more than 9,000 people across the corporate and franchise network.
7IN is a joint venture between 7-Eleven Inc. and Seven-Eleven Japan, Co. Ltd and is responsible for the 7-Eleven’s global growth strategy. 7-Eleven International master franchises and/or licenses more than 46,000 stores in 16 countries and regions.
7-Eleven Inc. is owned by Tokyo-based Seven & i Holdings Co., Ltd and operates, franchises and/or licenses more than 13,000 stores in the U.S., Canada, and Mexico. Seven-Eleven Japan, Co. Ltd. operates more than 21,000 stores throughout Japan.
Azure Capital acted as exclusive financial adviser to 7-Eleven Australia on the sale, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.
Pantoro Limited
Pantoro Limited
A $60m sale of lithium, nickel, copper, and cobalt rights on the Norseman Gold Project
On 10 November 2023, Pantoro Limited (ASX:PNR) (Pantoro) entered into a definitive agreement to sell its lithium, nickel, copper, and cobalt rights on the Norseman Gold Project to Mineral Resources Limited (ASX:MIN) (Mineral Resources) for up to A$60 million in cash consideration, plus royalties.
The consideration for the divestment consists of:
- A$30 million in upfront cash;
- A$30 million as a deferred payment contingent upon a final investment decision to commence copper, cobalt, or nickel mining operations;
- 2% net smelter royalty on all nickel, copper, and cobalt, recovered; and
- 0.75% FOB lithium royalty.
As part of the transaction, Pantoro retains ownership over the land and rights to all other mineral resources at the Norseman Gold Project, ensuring its continued involvement in the project’s broader potential. This strategic divestiture enhances Pantoro’s financial position, allowing it to concentrate on its core operations in gold mining and exploration, while still benefiting from future developments in lithium and base metal projects.
Azure Capital acted as financial adviser to Pantoro on all aspects of the transaction including valuation and strategic advice, coordination of due diligence, and negotiation of the relevant transaction agreements.
Sosteneo Infrastructure Partners
Sosteneo Infrastructure Partners
Acquisition of the Koorangie Energy Storage System
In October 2023, Sosteneo Infrastructure Partners (Sosteneo) acquired the 185MW / 370MWh Koorangie Energy Storage System (KESS) from Edify Energy (Edify). The battery storage system will be built in the Murray River region, near the renewable energy rich area of Kerang, Victoria. This is the first transaction in Australia for Sosteneo.
The KESS is supported by a long-term syndicated debt facility underpinned by a 20-year System Support Agreement with the Australian Energy Market Operator (AEMO) for the provision of system strength and a 15-year term offtake agreement with Shell Energy for the full 185MW / 370MWh. The KESS is capable of powering 350,000 homes for 2 hours.
Sosteneo is an investment manager that specialises in greenfield infrastructure projects related to the energy transition. Sosteneo invests in a wide range of technologies, spanning clean energy production (such as solar PV and wind), clean energy enablers (such as battery storage and networks), as well as industry decarbonisation projects. Sosteneo operates in Europe and Asia Pacific as part of the Generali Investments ecosystem of asset management firms.
Edify is a 100% Australian owned renewable energy and storage company, leading the industry in the deployment and operation of new energy generation, storage and grid infrastructure to support Australia’s energy transition. Delivering more than $1.9 billion of investment in Australia, Edify has successfully overseen the development, structuring, financing and construction of 773MWp of utility scale solar projects and 360MW / 720MWh of battery energy storage.
Azure Capital acted as financial adviser to Sosteneo on the acquisition, including the provision of valuation, financing, structuring and strategic advice, and negotiation of relevant transaction agreements.
Firm Power
Firm Power
Joint Development Agreement for the Blackstone BESS
In October 2023, Firm Power and Octopus Investments Australia (Octopus) entered a Joint Development Agreement to complete development of the 500MW / 1,000MWh Blackstone BESS in Queensland.
The Blackstone BESS is strategically located ~30km from Brisbane and connects into the 275kV high voltage transmission network. Firm Power is working with Powerlink, Ipswich City Council and Octopus to complete development and expects the Blackstone BESS to reach a final investment decision in the second half of 2025.
Firm Power is an Australian-owned energy company dedicated to developing high quality energy projects that accelerate the energy transition. Firm Power has experience partnering with global investors, offering full-service development capability and a unique approach to structuring and delivering energy assets to market.
Octopus is a specialist renewable energy developer and fund manager in Australia. Octopus has an operating portfolio of A$1.5 billion and a development portfolio of A$8 billion across wind, solar and battery energy storage.
Azure Capital acted as financial adviser to Firm Power on the Joint Development Agreement, including the provision of strategic advice.
Thales
Thales
Acquisition of Tesserent via Scheme of Arrangement
On 13 June 2023, Thales (Euronext Paris: HO) announced it had entered into a binding Scheme Implementation Deed under which its wholly owned Australian subsidiary would acquire 100% of the share capital of Tesserent (ASX: TNT) by way of a Scheme of Arrangement at an implied equity value of A$176m. The Scheme was unanimously supported by the Board of Tesserent and was implemented on 4 October 2023.
The transaction is Thales’ first cybersecurity acquisition in Australasia and is another step in the group’s strategy to extend their extensive global cybersecurity portfolio that includes over 4,000 cybersecurity experts in over 20 countries and 9 Security Operation Centres globally serving customers in over 50 countries.
Tesserent is Australia and New Zealand’s largest listed cybersecurity company with approximately 500 employees across nine offices. As a leading cyber consultancy for Government and Defence, Tesserent provides a full suite of cybersecurity solutions and services to medium and enterprise-level organisations.
Thales is a global leader in advanced technologies within three domains: Defence & Security, Aeronautics & Space, and Digital Identity and Security. The group has approximately 77,000 employees in 68 countries and in 2022 generated sales of EUR17.6 billion.
Azure Capital acted as financial adviser to Thales on the transaction.
Carnarvon Energy Limited
Carnarvon Energy Limited
Sell-down of Bedout assets to CPC Corporation
In February 2023, Carnarvon Energy Limited (Carnarvon) entered a binding agreement to divest a 10% interest in its Bedout assets, including the Dorado and Pavo liquids projects, to OPIC Australia Pty Limited, a wholly owned subsidiary of CPC Corporation, Taiwan (CPC). Carnarvon will receive total cash consideration of US$146m, comprising an upfront payment of US$56m (paid at transaction completion in August 2023), and a further carry of US$90m towards Carnarvon’s share of the future Dorado development costs once a Final Investment Decision is taken.
Dorado is an offshore oil and gas development project located on Western Australia’s North West Shelf, estimated to hold ~162 million barrels of light oil and condensate (gross, 2C). Pavo is ~46 kilometres to the east of Dorado and has been assessed to hold ~43 million barrels of oil (gross, 2C). Following the transaction, Carnarvon will retain a 10% interest in Dorado and a 20% interest in Pavo, with CPC owning a 10% interest in the Bedout assets and Santos (as the operator) owning the remaining interests.
Carnarvon is an ASX listed oil & gas developer with interests in the highly prospective Bedout basin located in Western Australia. With more than four decades of energy experience and a portfolio of conventional and new energy projects, Carnarvon continues to pioneer projects to secure Australia’s energy future through the energy transition.
CPC is Taiwan’s national oil & gas company, and one of the largest national oil companies in the Asian region. Its business areas include oil & gas exploration and production, refining, petrochemicals, lubricants, solvents and chemicals. CPC holds a portfolio of international assets, including interests in the Prelude FLNG project and Ichthys LNG project in Australia.
Azure Capital acted as financial adviser to Carnarvon in relation to the sell-down including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.
Tulla Resources
Tulla Resources
A$400m merger with Pantoro Ltd
On 13 February 2023, Tulla Resources Plc (ASX:TUL) (“Tulla”) and Pantoro Limited (ASX:PNR) (“Pantoro”) announced they had entered into a binding Merger Implementation Deed, pursuant to which the two companies would merge by way of Scheme of Arrangement with Pantoro to acquire 100% of Tulla (“Merger”).
Following the Merger, Tulla shareholders own approximately 48.5% of the merged entity (prior to the capital raising that was undertaken by Pantoro).
Tulla and Pantoro each owned 50% of the Norseman Gold Project (“Norseman”). The Merger consolidated the ownership of Norseman under one company, unlocking efficiencies and allowing full management focus on Norseman’s ramp-up and future production.
As part of the Merger, Tulla shareholders retained beneficial ownership of all industrial minerals rights on Norseman tenure, which was implemented by way of a contemporaneous demerger scheme.
The Merger was unanimously supported by the Boards of both Tulla and Pantoro, with the transaction completing on 30 June 2023.
Azure Capital acted as financial adviser to Tulla on all aspects of the transaction including valuation and strategic advice, coordination of due diligence, and negotiation of the relevant transaction agreements.
De Grey
De Grey
$10m Placement and $25m Joint Venture with Novo Resources
In June 2023, it was announced that De Grey signed a Heads of Agreement with Novo Resources Corp (Novo), providing De Grey with the right to earn-in a 50% joint venture interest in the Egina Project by spending $25m in exploration expenditure over four years. As part of the transaction, De Grey also subscribed to $10m in Novo shares to become a major shareholder of the Novo.
Azure acted as corporate advisor to De Grey on the transaction.
Sime Darby
Sime Darby
A$635m acquisition of Onsite Rental Group
In April 2023, Sime Darby Berhad (“Sime Darby”) through its wholly owned subsidiary, Sime Darby Allied Operations Pty Ltd, completed the acquisition of Onsite Rental Group Limited (“Onsite”) for an enterprise value of A$635m.
Sime Darby operates in the industrial and motors sectors with a presence in 19 countries and territories across the Asia Pacific region. It is listed on the main market of Bursa Malaysia with a market capitalisation of RM14.93 billion (USD3.38 billion) as of 3 April 2023.
Onsite is a market leading provider of business-to-business equipment rental solutions to blue chip customers across a range of industries in the Australian market including resources, energy, industrial and commercial. Azure Capital acted as financial adviser to Sime Darby on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
Vestas
Vestas
Sale of Lotus Creek Wind Farm to CIP
In December 2022, Vestas sold the 285MW Lotus Creek Wind Farm in Queensland to Copenhagen Infrastructure Partners (“CIP”) via its flagship fund CI IV.
Vestas is the energy industry’s global partner on sustainable energy solutions. Vestas design, manufacture, install and service wind turbines across the globe. With +154 GW of wind turbines in 87 countries, Vestas have installed more wind power than anyone else. Vestas has more than 29,000 employees globally.
CIP is the world’s largest dedicated fund manager within greenfield renewable energy investments. The funds managed by CIP focus on investments in offshore and onshore wind, solar PV, biomass and energy-from-waste, transmission and distribution, reserve capacity and storage, and Power-to-X. CIP manages 12 funds and has to date raised approximately €28 billion for investments in energy and associated infrastructure from more than 160 international institutional investors. CIP has approximately 500 employees globally. Vestas owns a 25% stake in the CIP parent companies.
Azure Capital acted as exclusive financial adviser to Vestas on the sale including the provision of valuation, structuring and strategic advice, commercialisation and financing advice, and negotiation of relevant transaction agreements.
WIRCON GmbH
WIRCON GmbH
Sale of WIRSOL Energy to Gentari
In February 2023, WIRCON GmbH sold its Australian renewables business, WIRSOL Energy, to a wholly owned subsidiary of Gentari Sdn Bhd (“Gentari”). The WIRSOL Energy portfolio consists of more than 400MW operating assets, a development pipeline of more than 3 GW, Operations and Maintenance (O&M) and Asset Management (AM) services.
WIRCON is a global renewable energy group, which develops high quality renewable energy assets. Since entering the market in 2013, WIRCON has been focusing on expansion in domestic and international locations to initiate the development and construction of solar parks. The WIRCON group has more than 30 employees at its German locations in Mannheim, Berlin and Saarbruecken.
Gentari is a clean energy company focused on delivering the integrated net-zero solutions required to put cleaner energy into action today, to transform how we live tomorrow. Gentari offers lower carbon solutions through three initial core pillars – Renewable Energy, Hydrogen and Green Mobility, forming a portfolio of solutions cutting across the electron value chain to help customers achieve net zero emissions. In the long term, Gentari aims to be a full suite net zero solutions provider, creating greater value, connecting businesses, and making the journey to net zero possible.
Azure Capital acted as exclusive financial adviser to WIRCON GmbH on the sale including the provision of valuation, structuring and strategic advice, restructuring of the portfolio debt financing, and negotiation of relevant transaction agreements.
Horizons West Bus and Coachlines
Horizons West Bus and Coachlines
A$47m sale of Horizons West Bus and Coachlines to Kelsian Group
In January 2023, Kelsian Group Limited (ASX:KLS) (“Kelsian”) completed its acquisition of the assets used in and comprising the business trading as Horizons West Bus and Coachlines (“Horizons West”) for an enterprise value of A$47m.
Established in 1985, Horizons West is well recognised in the Perth metropolitan area for bus hire and coach charter services provided to the education sector. Horizons West specialises in providing contracted and charter bus services to schools, universities and government with approximately 156 employees operating a bus fleet of 146 buses from two depots. Horizons West currently operates 21 contracts for the Government of Western Australia and provides services to more than 400 schools and universities.
Azure Capital acted as financial adviser to Horizons West on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
MTi Group
MTi Group
A$125m sale of MTi Group to Enaex
In January 2023, Enaex, a subsidiary of Chilean business group Sigdo Koppers, acquired MTi Group (“MTi”) for an enterprise value of A$125m.
MTi is a leading blasting consumables business, undertaking the design, manufacture, and distribution of products to more than 450 mines globally. MTi’s patented products enhance mineral production efficiency, and include BLASTBAG™ downhole inflatable bags, BLASTSHIELD™ blast hole liners, modular blasting consumables, and a range of newly launched and near release products.
Azure Capital acted as financial adviser to MTi shareholders (private equity fund manager Viburnum Funds and management team) on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
RATCH Group
RATCH Group
+US$1b acquisition of Nexif Energy’s Australian and South East Asian renewable energy platform
In December 2022, RATCH Group PLC acquired Nexif Energy’s Australian and South East Asian renewable energy platform from Denham Capital and Nexif for an enterprise value of +US$1 billion.
The platform includes an interest in 24 operating, under-construction and under-development assets including renewables, thermal power plants and battery energy storage systems located in Australia, Thailand, Vietnam and the Philippines. The portfolio includes close to 500MW currently operational or under-construction assets, which is expected to increase to ~1.3GW operational or under-construction by 2023 with a further ~1.4GW under development. The portfolio includes the 222MW Lincoln Gap Wind Farm in South Australia, comprising 212MW of wind turbines and 10MW of battery storage.
Azure Capital and Natixis acted as financial advisers to RATCH Group PLC on the acquisition including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.
Egis Group
Egis Group
Acquisition of Calibre Professional Services
In November 2022, Egis Group, an international consulting, construction engineering and mobility service company, entered into an agreement with Calibre Group to acquire Calibre Professional Services, a leading provider of end-to-end sustainable engineering and consulting services focused on urban development, water, roads, building services and structures across Australia and New Zealand.
The transaction materially increases Egis’ exposure to the Australian market, increasing it’s team by over 400 people, and helps deliver on their continued focus to expand their presence in the APAC region. The transaction is subject to customary conditions and FIRB approval.
Azure Capital acted as financial adviser to Egis on the acquisition, including the provision of valuation, strategic advice and negotiation of relevant transaction agreements.
Akaysha Energy + BlackRock
Akaysha Energy + BlackRock
Successful bid for the Waratah Super Battery
In October 2022, Akaysha Energy (Akaysha) was selected by the New South Wales (NSW) Government’s EnergyCo as the preferred proponent to develop, build, own and operate the 850MW / 1,680MWh Waratah Super Battery (WSB). As one of the world’s largest and most powerful batteries, WSB is a landmark project in NSW’s energy transition and a cornerstone asset for Akaysha. WSB is supported by a +5 year 700MW / 1,400MWh government backed offtake with Transgrid.
In September 2022, BlackRock Alternatives, via its Climate Infrastructure business, acquired Akaysha, one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. As part of the acquisition, BlackRock intends to commit over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of battery storage assets across Akaysha’s ten projects in the National Electricity Market (NEM) in Australia.
BlackRock is one of the world’s largest asset managers with ~US$8.5 trillion of assets under management (AUM). BlackRock Alternative Investors serve investors seeking outperformance in real estate, infrastructure, private equity, credit, hedge funds and alternative solutions. BlackRock manages $313 billion in alternative investments and commitments on behalf of clients worldwide as of September 30, 2022.
Azure Capital acted as financial adviser to Akaysha Energy + BlackRock Alternatives on the bid, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.
BlackRock
BlackRock
Acquisition of Akaysha Energy and A$1b capital commitment
In September 2022, BlackRock Real Assets acquired Akaysha Energy (Akaysha), one of Australia’s leading battery energy storage system (BESS) and renewable energy developers. As part of the acquisition, BlackRock intends to commit over A$1 billion of capital to support the build-out of over 1 gigawatt (GW) of battery storage assets across Akaysha’s nine projects in the National Electricity Market (NEM) in Australia.
The acquisition of Akaysha and related capital commitment is the first BESS investment made by BlackRock’s Climate Infrastructure business (part of BlackRock Real Assets) in the Asia-Pacific region. BlackRock is one of the world’s largest asset managers with ~US$8.5 trillion of assets under management (AUM). BlackRock Real Assets has over 400 professionals in 30 offices managing over US$70 billion in client commitments as of 30 June 2022, with climate related infrastructure accounting for ~US$9 billion AUM globally.
Azure Capital acted as financial adviser to BlackRock Real Assets on the acquisition, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.
Finasucre
Finasucre
Acquisition of a minority stake in Prolife Foods
On 11 March 2022, Finasucre SA (Finasucre) entered into agreements to acquire a minority stake in Prolife Foods Limited (Prolife) through direct equity and convertible notes.
Finasucre is a Belgian based producer of sugar and related products with operations in Europe, Asia, Australia and Africa and has been embarking on a series of investments aimed at diversifying its portfolio towards healthier food products, including in the production and processing of macadamia nuts in Australia.
With a mission to provide great food with obsessive service, Prolife is one of New Zealand’s largest healthy snacking businesses with operations in New Zealand, Australia and South East Asia and export markets around the world. It specialises in branded and self-selection products based around edible nuts for leading supermarket chains. It also owns an integrated Manuka honey business, a range of other branded product lines such as snack bars, chocolates and cooking ingredients, and has two manufacturing facilities in Hamilton, New Zealand and Melbourne, Australia. The Company was founded in 1984 and its growth has accelerated in the past 10 years as consumers have gravitated to healthier food choices and major supermarket chains have embraced its self-selection concept.
Finasucre’s investment will continue its diversification into healthy food and nut based products and will provide a partial exit for the founding family of Prolife, as well as capital for the growth of Prolife’s business. Azure acted as financial adviser to Finasucre.
Elliott Green Power
Elliott Green Power
Financing and sale of Elliott Green Power’s 302 MW Australian renewables portfolio
In April 2022, Elliott Green Power Limited agreed to sell its 100% interest in Elliot Green Power Australia (“EGP”) to Atmos Renewables. EGP owns three solar farms: 132MW Nevertire Solar Farm (NSW); 95MW Susan River Solar Farm (Qld); and 75MW Childers Solar Farm (Qld). EGP is also in late stages of developing three BESS projects at each solar farm with an aggregate capacity of 125MW / 250MWh.
Elliot Green Power Limited is managed by Elliott Management, a US-based fund manager with approximately US$32 billion AUM across a diverse portfolio.
Atmos Renewables is an investment company owned and managed by Igneo Infrastructure Partners (the infrastructure platform of First Sentier Investors), a global asset management group with approximately US$180 billion AUM across various asset classes.
Azure Capital and Natixis acted jointly as financial advisers to Elliot Green Power on the sale (assisting another lead financial adviser on sale) as well as acting jointly in relation to arranging the committed stapled debt financing facilities.
Midway
Midway
A$154.1m sale of plantation forestry estate to MEAG
On 12 May 2022, Midway Limited (Midway) signed an agreement to sell its existing 17,000-hectare plantation forestry estate in south-west Victoria, Australia to a client of MEAG, Munich Re’s asset manager, for A$154.1 million. As part of the sale agreement, MEAG has also committed to invest an additional A$200 million in development of new hardwood forestry plantations in Victoria, Australia over the next five years. Midway will provide ongoing plantation management services and also provide a binding offtake for all wood products from these assets.
ASX listed Midway is one of Australia’s largest wood fibre processors, involved in the production and export of wood fibre to producers of pulp and paper products throughout Asia.
The transaction has a material carbon element – the brownfield/greenfield assets are assumed to generate ACCUs (Australian carbon credit units) which represent a material component of the return for the greenfield assets (at circa 30% of the expected IRR). The sale of the existing plantation estate realises significant value for Midway shareholders and the MEAG greenfield commitment contributes towards the long-term-viability of the Midway’s processing and export facilities in Australia.
Azure acted as financial adviser to Midway in relation to the transaction.
Closing is expected to occur in the 3rd quarter of 2022 and is subject to Australian foreign investment approval.
Family Zone Cyber Safety
Family Zone Cyber Safety
US$52m acquisition of Qustodio
In May 2022 Family Zone Cyber Safety, an ASX-listed business focussing on providing cyber safety solutions to schools, students and families, announced the acquisition of Qustodio for US$52 million, representing a revenue multiple of c. 4.5x. Qustodio is a global leader in parental controls supporting c. 270,000 paid accounts with worldwide distribution and the ability to support 9 languages.
The combined Family Zone and Qustodio business will service approximately 11m students globally to generate annual recurring revenues of c. A$70m with forecast growth in excess of 30% p.a.. The acquisition significantly expands Family Zone’s capability and global footprint.
52% of the transaction consideration is payable upfront, in a combination of cash, vendor finance and Family Zone shares. Family Zone funded the upfront cash component through a fully underwritten placement of A$42m with the balance of capital raised being used to support continued growth of the combined group.
Azure acted as financial adviser to Family Zone on the acquisition including valuation, structuring, strategic advice and negotiation of relevant transaction agreements.
Heron Resources
Heron Resources
A$138m sale of Heron Resources to Develop Global
On 17 February 2022, it was announced that Develop Global Limited had entered a series of binding agreements to acquire Heron Resources Limited (Administrators Appointed) (“Heron”) for a combination of upfront and deferred payments.
Heron’s primary asset is its 100% owned, high grade Woodlawn Zinc-Copper Mine located 250km southwest of Sydney, New South Wales. Construction activities commenced in September 2017 and were completed in the June 2019 quarter. Commissioning activities were subsequently completed with ramp-up proceeding with the first lead and zinc concentrate produced, transported to and shipped from Port Botany and Port Kembla in September and October 2019. The asset was placed on care and maintenance in March 2020.
The transaction completed on 20 May 2022.
Azure acted as financial adviser to Heron on all aspects of the transaction.
ResApp Health
ResApp Health
A$182m acquisition by Pfizer Inc
ResApp Health Limited (ASX:RAP), a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease has entered into a binding scheme implementation deed with Pfizer Australia Holdings Pty Limited (a wholly-owned subsidiary of Pfizer Inc, a global biopharmaceutical company) (Pfizer), under which Pfizer will acquire 100% of the shares in ResApp Health Limited (ResApp) by way of a Scheme of Arrangement (the Scheme) for A$0.208 per share in cash (Scheme Consideration), representing a total equity value of approximately A$182 million.
The Scheme Consideration of A$0.208 cash per share represents:
- 131% premium to the ResApp closing price of A$0.09 per share on 8 April 2022, being the last trading day prior to announcement of the Scheme
- 133% premium to the 1 month volume-weighted average price (VWAP) to 8 April 2022
- 153% premium to the 3 month VWAP to 8 April 2022
ResApp is a leading digital health company developing smartphone applications for the diagnosis and management of respiratory disease. ResApp’s machine learning algorithms use sound to diagnose and measure the severity of respiratory conditions without the need for additional accessories or hardware. ResApp’s regulatory-approved and clinically validated products include ResAppDx, a smartphone-based acute respiratory disease diagnostic test for use in telehealth, emergency department and primary care settings; and SleepCheck, a smartphone application which allows consumers to self-assess their risk of sleep apnoea. Both products are CE Marked in Europe and TGA approved in Australia. For more information, please visit www.resapphealth.com.au.
Pfizer Inc (NYSE:PFE) is one of the world’s leading biopharmaceutical companies, with a portfolio of some of the world’s most well known medicines, vaccines, and therapeutics. It is a member of the Fortune 500 and one of the United States largest pharmaceutical and biotechnology companies with a market capitalisation of over US$293 billion.
Azure Capital acted as financial adviser to ResApp on the transaction, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction documents.
Prospect Resources
Prospect Resources
US$378m sale of Prospect's 87% interest in the Arcadia Lithium Project
Prospect Resources Limited , an ASX-listed resources company focused on the exploration and development of battery and electrification related mining projects in Zimbabwe and the broader sub-Saharan African region, has completed the sale of its 87% interest in the Arcadia Lithium Project to Zhejiang Huayou Cobalt Co., Limited (Huayou) for upfront cash consideration of approximately US$378 million.
Huayou is a leading Chinese new energy materials producer with three major business segments (1) research, development and production of cathode materials, (2) research, development and production of battery precursor, and (3) development of battery metals resources. Huayou is listed on the Shanghai Stock Exchange with a market capitalisation of approximately US$22 billion. Huayou continues to execute on its proactive business development strategy to build a new energy materials business division, which includes significant investments in the lithium resources sector. Huayou has been operating two copper and cobalt mines in the Democratic Republic of Congo since 2007 and is investing in four nickel and cobalt projects in Indonesia with an expected annual production of 255kt of nickel and 20kt of cobalt by 2024.
The transaction was first announced on 23 December 2021 and following satisfaction of all conditions precedent, completed on 20 April 2022. Huayou also contemporaneously acquired the remaining 13% of the project from local Zimbabwean interests.
Focus Minerals
Focus Minerals
Successful defence of TGM hostile off-market takeover
In December 2021 Focus Minerals Ltd ("Focus") received an unsolicited, off-market takeover offer (“Offer”) from Theta Gold Mines Ltd (“TGM”). TGM’s initial Offer was comprised of TGM scrip, at an exchange ratio of 2 TGM shares for every 1 Focus share held on the date the Offer was announced. Upon substantial review of the offer materials various deficiencies and errors were identified by Azure and Focus’ Legal Counsel, resulting in TGM being required to issue supplementary and replacement Bidder’s Statements and ultimately increasing their Offer to 2.5 TGM shares for every 1 Focus share held on the date of the initial Offer.
Both offers were unanimously rejected by the Board of Focus due to the value being offered, TGM’s shares being unattractive and various transaction structure issues.
TGM’s Offer was ultimately unsuccessful and closed in March 2022 with TGM receiving acceptances of approximately 1.1% of all Focus shares, increasing their holding in Focus to approximately 2.2%.
Azure advised Focus on all aspects of the process including valuation, strategic advice, and defence tactics.
Heytesbury
Heytesbury
US$22m MV Ocean Swagman sale and leaseback agreement with Wellard
On 4 July 2019 it was announced Wellard and Heytesbury had entered into an agreement whereby the Ocean Swagman would be sold to Heytesbury Singapore, a subsidiary of Heytesbury Holdings, before being chartered back by Wellard.
The Ocean Swagman (launched in 2009) is a technologically advanced, purpose-built livestock carrying vessel, and sailed its maiden voyage in January 2010. The vessel has the capacity to transport approximately 8,000 cattle or 25,000 sheep, or a combination of both.
The transaction was unanimously recommended by the Board, and approved by Shareholders at a general meeting on 25 October 2019.
Heytesbury, headquartered in Perth, West Australia is one of Northern Australia’s leading producers of quality export cattle. It has a herd of over 165,000 cattle on six stations spanning 2.7m hectares, and has been supplying Asian markets for over 30 years.
Wellard is an ASX-listed cattle exporter and vertically integrated agribusiness that connects producers of cattle, sheep and other livestock to customers globally through a vertically integrated supply chain. Heytesbury owns approximately 12% of Wellard shares.
BlackRock
BlackRock
Sale of the Gretel Solar Portfolio to Atmos Renewables
In December 2021, BlackRock Real Assets sold its 100% interest in the 240 MW Gretel Solar Portfolio (“GSP”) to Atmos Renewables. The GSP comprises the 180 MW Daydream Solar Farm and the 60 MW Hayman Solar Farm co-located in Queensland, Australia.
BlackRock is one of the world’s largest asset managers with approximately US$9.5 trillion of assets under management (“AUM”). The BlackRock Renewable Power team consists of +50 investment professionals, with approximately US$9 billion AUM and +300 wind and solar projects globally.
Atmos Renewables is an investment company owned and managed by First Sentier Investors (“FSI”). FSI is a global asset management group with approximately US$180 billion AUM across various asset classes.
Azure Capital and Natixis acted as financial advisers to BlackRock Real Assets on the sale including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.
Ramelius Resources
Ramelius Resources
Recommended takeover of Apollo Consolidated for A$181m
On 18 October 2021, Ramelius Resources Limited (“Ramelius”), an ASX listed mid-tier gold producer, announced a recommended off-market takeover offer for Apollo Consolidated Limited (“Apollo”) for $0.56 per Apollo share, comprising $0.34 in cash and 0.1375 Ramelius shares per Apollo share, representing a 36% premium to Apollo’s pre-announcement 10 day volume weighted average price.
Apollo is an ASX listed gold development company focused on the development of its 1.1 million ounce Lake Rebecca Gold Project in Western Australia.
Following a counter offer announced by Gold Road Resources on 21 October 2021, Ramelius revised its offer to $0.62 per Apollo share, comprising $0.34 in cash and 0.1778 Ramelius shares, and made its offer unconditional. The revised offer valued Apollo at A$181 million.
Ramelius successfully acquired a 50% controlling shareholding in Apollo on 12 November 2021 and reached the 90% compulsory acquisition threshold on 3 December 2021.
Azure acted as financial advisor to Ramelius on all aspects of the transaction.
Infrastructure Capital Group
Infrastructure Capital Group
A$740m acquisition of Meridian Energy Australia Group
In November 2021, Infrastructure Capital Group (“ICG”) and Shell Energy Operations Pty Ltd (“Shell”) (together the “Consortium”) agreed to acquire Meridian Energy Australia Group (“MEA”). The transaction reached financial close in January 2022 and MEA was acquired by the Consortium for a total consideration of A$740 million.
The Consortium will separate MEA, with Shell acquiring Powershop (MEA’s energy retail business), and ICG acquiring the wind, hydro and development assets including:
- Mount Millar Wind Farm, SA – 70 MW
- Mount Mercer Wind Farm, VIC – 131 MW
- Hume Hydro Power Station, NSW / VIC border – 58 MW
- Burrinjuck Hydro Power Station, NSW – 34 MW
- Keepit Hydro Power Station, NSW – 7 MW
- Rangoon Wind Farm, NSW – 108 MW (development)
- Hume BESS, NSW / VIC border – 20 MW / 40 MWh (development)
As part of the separation, Shell has agreed to acquire all output from the wind and hydro assets under various Power Purchase Agreements.
ICG is a leading Australian infrastructure manager, with approximately A$3.5 billion of equity under management and a diversified portfolio of infrastructure assets. The acquisition increases ICG’s operating renewable energy generation capacity under management to +1,100MW and expands the extensive development pipeline of opportunities to +2,750MW.
Azure acted as financial adviser to ICG on the acquisition, including the provision of valuation, structuring and strategic advice, procurement of portfolio debt financing and negotiation of relevant transaction agreements.
Australian Finance Group
Australian Finance Group
Acquisition of a 75% stake in Fintelligence for A$52.5m
On 30 November 2021 Australian Finance Group (“AFG”) announced the acquisition of a 75% stake in leading asset finance aggregator, National Finance Alliance Pty Ltd, trading as Fintelligence. The combined group will have more than 3,335 brokers and will deliver combined asset finance settlements of more than $1.7 billion per annum, based on combined, proforma results.
Under the transaction, Fintelligence will receive $52.5 million in cash upfront, funded primarily by a new corporate debt facility. AFG has an exclusive option to acquire the remaining 25% interest in Fintelligence over the next three and a half years with value linked to Fintelligence achieving agreed milestones. The transaction is expected to be EPS accretive (pre-synergies) in the first full year post integration and the proposed funding structure is expected to allow AFG to maintain its dividend policy.
The acquisition is subject to confirmatory conditions precedent, which AFG expects will be met in the ordinary course and is expected to complete by 31 December 2021.
AFG was established in 1994 and has grown to become one of Australia’s largest mortgage broking groups and leaders in financial solutions.
Azure acted as financial adviser to AFG including providing valuation, structuring, and strategic advice as well as support in negotiation of the relevant transaction agreements.
Resource Capital Funds
Resource Capital Funds
Sale of 19.2% shareholding in Talon Metals Corp. for C$80m
On 28 October 2021, Resource Capital Funds ("RCF") announced it had sold a 19.2% shareholding in Talon Metals Corp. ("Talon") to Pallinghurst Nickel International Limited ("Pallinghurst") for C$80m.
Following the transaction, RCF and Pallinghurst will be the two largest shareholders of Talon, holding 19.2% each.
Talon is a TSX-listed company focused on the development of the Tamarack nickel-copper-cobalt project in Minnesota, USA, which is held in a joint venture between Talon and Rio Tinto Limited. Talon is the operator of the joint venture and currently holds a 51% interest, with a right to earn up to 60%. Tamarack is one of the highest-grade undeveloped nickel sulphide projects globally and once developed, is expected to become a low-cost producer of critical minerals for the growing battery sector.
Pallinghurst is a leading global investor in the mining and metals sector with a focus on battery materials which facilitate the vital, global shift towards sustainable energy storage. Pallinghurst has invested over US$2.5 billion in equity for mining projects globally, in partnership with leading industry players and local governments.
Azure Capital and Natixis acted as corporate advisor to RCF in relation to the transaction.
Cirrus
Cirrus
Successful defence of Webcentral hostile takeover and 249D process
In July 2021 Cirrus Networks Holdings Limited ("Cirrus") received a hostile, on market takeover offer from its largest shareholder Webcentral Limited (“Webcentral”). In August 2021, whilst the takeover was still live, Webcentral also launched a s249D process to remove 3 of Cirrus’ directors and replace them with Webcentral representatives. The resolutions failed to pass with Cirrus Directors retaining their positions.
The takeover offer was unsuccessful and closed in September 2021 with Webcentral remaining as the largest shareholder Cirrus.
Azure advised Cirrus on all aspects of the process including valuation, strategic advice, and defence tactics.
Family Zone Cyber Safety
Family Zone Cyber Safety
A$142m acquisition of Smoothwall
In August 2021 Family Zone Cyber Safety, an ASX-listed business focussing on providing cyber safety solutions to schools, students and families, announced the acquisition of Smoothwall for A$142 million, representing a revenue multiple of c. 4.7x. Smoothwall is the UK’s leading provider of K-12 digital safety solutions and an industry pioneer with a mature filtering product and has a c. 38% market share. Smoothwall has also developed a monitoring product that is expected to drive significant growth supported by recently announced regulatory changes in the UK. Smoothwall provides services to c. 12,500 schools, generates c. $A30m of recurring revenue and delivered EBITDA of c. A$7m in the financial year to March 2021.
The combined Family Zone and Smoothwall business will have annual recurring revenues of c. A$44m, service approximately 9m students and be a market leader in filtering and compliance, data analytics and monitoring, parental controls sectors and a leading challenger in classroom management.
Family Zone funded the acquisition through a fully underwritten institutional placement of A$71m and a pro-rata accelerated non-renounceable entitlement offer of A$75.4m to raise gross proceeds of a. A$146.4m.
Azure acted as financial adviser to Family Zone on the acquisition including valuation, structuring, strategic advice and negotiation of relevant transaction agreements.
Firefly Resources
Firefly Resources
A$160m merger with Gascoyne Resources
On 16 June 2021 Firefly Resources Limited (“Firefly”) and Gascoyne Resources Limited (“Gascoyne”) announced they had entered into a binding Scheme Implementation Deed, pursuant to which the two companies will merge by way of Scheme of Arrangement with Gascoyne to acquire 100% of the fully paid ordinary shares In Firefly. Firefly shareholders will hold approximately 32% of the merged entity, which will trade as Gascoyne Resources Ltd and is estimated to have a pro forma market capitalisation of $159.0 million, cash and equivalents of $33.0 million and bank debt of $17.5 million for a net cash position of $15.5 million as at 31 March 2021.
Firefly (ASX: FFR) is an ASX-listed focused gold exploration company with a portfolio of emerging projects located in some of Western Australia’s premier mining and exploration jurisdictions. The company’s flagship asset is the Yalgoo Gold Project (“Yalgoo Project”) which contains a JORC compliant gold resource of 196,000oz.
Gascoyne (ASX:GCY) is an ASX-listed gold mining and exploration company, based in Western Australia. Its flagship asset is the Dalgaranga Gold Project located approximately 65km from Mt Magnet.
The Merger will combine two gold companies with complementary assets in the Murchison region of Western Australia, unlocking a number of synergies by leveraging Gascoyne’s gold mining expertise and available processing infrastructure at Dalgaranga, for the benefit of Firefly’s highly prospective suite of assets including its Yalgoo Project which is located only 110km by road from Dalgaranga.
The Merger is unanimously supported by the Board of Firefly, with the transaction subject to customary conditions including approval being obtained from Firefly Shareholders. The Shareholder meeting is expected to be held in September 2021.
Azure Capital acted as financial adviser to Firefly on the transaction.
TyreConnect
TyreConnect
A$19m sale of TyreConnect to carsales.com
On 1 July 2021 Transport Ventures Pty Ltd, the 100% owner of TyreConnect Pty Ltd (“TyreConnect”), was acquired by carsales.com Ltd (“carsales.com”)
TyreConnect is a B2B platform for the distribution of car tyres to the Australian auto sector specialising in OEM car dealerships. TyreConnect is a new style of distributor using data, technology and logistics to bring about improved service levels to industry integrating into the supply chain with manufacturers, OEMs and clients. Founded in 2015, TyreConnect largely self-funded its growth which was achieved whilst prototyping the model, developing out the platform, and entering new capital city markets. Tyreconnect was recently appointed by 2 leading OEM car dealership groups to be their national supplier and operator of a new tyre program model in which they have white-labelled the platform and integrated with their ERP.
carsales.com (ASX: CAR) is the largest online automotive, motorcycle and marine classifieds business in Australia. Attracting more Australians interested in buying or selling cars, motorcycles, trucks, caravans and boats than any other classified group of websites. Together with its subsidiaries employing over 600 people in Australia, carsales develops world leading technology and advertising solutions that drive its business around the world. carsales.com has operations across the Asia Pacific region and has interests in leading online automotive classified businesses in Brazil, South Korea, Malaysia, Indonesia, Thailand and Mexico.
Azure Capital acted as corporate adviser to TyreConnect and advised on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
Valmec
Valmec
Scheme of Arrangement with Altrad
On 19 July 2021, Valmec Limited (“Valmec”) and Altrad Australia Pty Ltd (“Altrad”) have entered into a Scheme Implementation Deed, under which Altrad intends to acquire Valmec by way of a Scheme of Arrangement ("Scheme"). The Scheme implies an equity value for Valmec of ~A$52.0 million (on a 100% basis) with Valmec Shareholders to receive A$0.413 per share in cash.
Valmec is a specialist contractor, providing in-house and niche end-to-end solutions covering design, construction, operations and maintenance services to the energy, resources and infrastructure sectors. The Company’s purpose is to deliver value through the asset lifecycle with a vision to be the most trusted specialist services group in the delivery of key projects, operations and maintenance services.
Altrad is a global leader in industrial maintenance services, delivering high value-add services to clients in multiple sectors, including Oil & Gas, Energy, Power Generation, Process, Environment and Construction. Privately owned and headquartered in France, Altrad employs around 36,000 people globally including approximately 1000 across Australia.
The Scheme is unanimously supported by the Board of Valmec, along with statements of intent to vote in favour of the Scheme from two major Valmec shareholders. The transaction is subject to customary conditions including approval being obtained from Valmec Shareholders and the Shareholder meeting is expected to be held in October 2021.
Azure Capital acted as financial adviser to Valmec on the transaction.
Hawaiki
Hawaiki
Sale of Hawaiki Submarine Cable to BW Group
In July 2021, Hawaiki Submarine Cable Limited Partnership and International Connectivity Services Limited (“Hawaiki”) entered into a sale agreement with BW Digital Pte Ltd, an affiliate of BW Group Limited, for an undisclosed price.
Hawaiki is a network of submarine cable systems linking Australia, New Zealand, American Samoa, Hawaii and Oregon, on the U.S. West Coast. Being carrier-neutral and independently owned, it offers many service and cost benefits for content and cloud service providers, Telcos, ISPs, and others.
BW Group is a leading global maritime company involved in shipping, maritime infrastructure, and new sustainable technologies. Founded in 1955, BW controls a fleet of over 400 vessels and other floating assets, including oil production, gas import terminals, wind-farm installation, and sustainability-linked investments in solar, batteries, biofuels and water treatment.
Banpu Energy Australia
Banpu Energy Australia
A$288m acquisition of the Beryl and Manildra Solar Farms from New Energy Solar
In June 2021, Banpu Energy Australia Pty Limited ("Banpu Energy") signed an agreement with New Energy Solar Limited to acquire 100% of the 110.9 MWDC Beryl Solar Farm and 55.9 MWDC Manildra Solar Farm, both located in Central West New South Wales.
Banpu Energy is a subsidiary of BANPU Public Company Limited, a leading international versatile energy provider based in Thailand, with total assets of +A$12 billion and +1,073 MW of committed renewable energy projects. Banpu Energy focuses on decarbonisation projects, energy services and portfolio optimisation.
Azure acted as financial adviser to Banpu Energy on the acquisition, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.
Australian Finance Group
Australian Finance Group
Strategic alliance with Volt Bank
On 3 June 2021 Australian Finance Group (“AFG”) announced it had partnered with Volt Bank (“Volt”) to form a strategic alliance following a $15 million investment into the current series capital raising to acquire a c. 8% stake. The strategic alliance will leverage Volt’s Banking as a Service (BaaS) offering, by providing a digital white-labelled mortgage product funded by Volt through AFG’s national network of ~3,000 brokers. AFG will leverage Volt’s digital banking and technology platform to drive AFG Securities credit decisioning, to increase the speed of loan assessments and allow its brokers to stay closer to customers, ahead of offering deposits through Volt. Volt’s personal finance manager technology will be made available to AFG’s Home Loan customers and all AFG broker customers.
Volt is an Australian neobank, offering direct banking exclusively online without traditional physical branch networks. The PFM app is aimed at making the customer’s day-to-day transactions a simpler proposition, while also providing a platform for customers to better manage their money and feel more empowered.
AFG was established in 1994 and has grown to become one of Australia’s largest mortgage broking groups and leaders in financial solutions.
Azure acted as financial adviser to AFG including providing valuation, structuring and strategic advice.
ENGIE Australia & New Zealand
ENGIE Australia & New Zealand
Sale of the 119 MW Willogoleche Wind Farm and establishment of the Australian Renewable Energy Trust
On 13 October, ENGIE Australia & New Zealand (“ENGIE ANZ”) announced the establishment of the Australian Renewable Energy Trust (“ARET”) and sell down of a 75% interest in ARET to Infrastructure Capital Group (“ICG”). ARET is a renewables partnership between ENGIE ANZ and ICG, aiming to facilitate the development, acquisition, construction and operation of Australian renewable energy assets (focusing on onshore wind and solar PV).
Upon transaction close, ARET will be seeded with the 119 MW Willogoleche Wind Farm, an operational wind project located in South Australia. ARET will also have exclusive rights to a pipeline of more than 1,300 MW of onshore wind and solar PV development projects throughout Australia.
ENGIE ANZ is a joint venture between global energy giant ENGIE (72%) and Japanese trading house Mitsui (28%). ENGIE and Mitsui have successfully collaborated with other investors on similar joint ventures and renewables platforms globally. Australia has been identified as a target country for ENGIE where it aims to grow its renewable portfolio to more than 2 GW by 2030.
ICG is a leading Australian infrastructure manager, with approximately A$2.5 billion of equity under management and a diversified portfolio of infrastructure assets. ICG has more than 575 MW of operating renewable energy generation capacity under management, and has been investing in renewable energy for over 15 years.
Azure Capital and Natixis acted as joint financial advisers to ENGIE ANZ including the provision of valuation, structuring and strategic advice, and the negotiation of relevant transaction agreements.
IMC Industrial Group
IMC Industrial Group
A$150m sale of Millennium Minerals to Novo Resources
On 4 August 2020, TSX-V listed Novo Resources Corp (“Novo”) announced the acquisition of Millennium Minerals Limited (“Millennium”) from subsidiaries of the IMC Industrial Group (“IMC”). The transaction completed on 8 September 2020 following Novo finalising its equity and debt funding arrangements.
Millennium owns the Nullagine gold operations, located in the Pilbara region of Western Australia. The operations include several open cut and underground mines within 291km2 of mineral tenure, a 1.5Mtpa processing plant, tailings storage facility and other associated infrastructure. The plant and infrastructure are located approximately 10km south of Novo’s Beatons Creek gold project and will facilitate Novo’s transition to becoming a producing gold company.
The acquisition terms included A$60 million in cash, A$70 million in Novo shares and warrants (issued on the same terms as Novo’s equity financing), and deferred consideration valued at A$20 million, payable as a 2% royalty on future gold production by Novo.
IMC is a privately-owned industrial conglomerate based in Singapore. Azure acted as exclusive financial adviser to IMC on the transaction.
Infrastructure Capital Group and OPTrust
Infrastructure Capital Group and OPTrust
A$259m scheme of arrangement to acquire Zenith Energy with Pacific Equity Partners
In August 2020 Zenith Energy Limited ("Zenith") completed a scheme of arrangement where Infrastructure Capital Group, OPSEU Pension Plan Trust Fund ("OPTrust") and Pacific Equity Partners Secure Assets Fund ("PEP") formed a consortium to acquire Zenith.
Under the scheme, shareholders received offered A$1.05 per Zenith share in cash which equates to an enterprise value for the company of A$259 million.
Zenith is a Western Australian based company which provides remote power generation solutions, using thermal and sustainable fuel sources for predominantly mining projects in the Asia Pacific region. At the time it owned installed generation capacity of approximately 226MW.
Azure acted as financial adviser to consortium members OPTrust and Infrastructure Capital Group on the scheme, including providing valuation, structuring and strategic advice, and negotiating relevant transaction agreements.
Cranecorp Australia
Cranecorp Australia
Sale of a majority shareholding to Viburnum Funds
On 14 May 2020, Cranecorp Australia Holdings Pty Ltd ("Cranecorp") announced that it had secured a capital injection and new major shareholder through specialist industrials private equity investor, Viburnum Funds ("Viburnum").
Cranecorp was founded as Goldfields Crane Hire in Kalgoorlie, Western Australia in 1994. The business changed its name to Cranecorp Australia in 2014 as it expanded across Western Australia’s North West, to support major mining clients, and into the Perth industrial and manufacturing markets. The business has more than 135 assets and 175 staff and operates from eight locations across WA, providing shut down and maintenance lift services across the mining, oil and gas, utility, renewables and manufacturing sectors. Following the transaction, Cranecorp founder Rick Musarra will continue as a Director and significant shareholder.
Viburnum is a Perth-based specialist investor that targets investments in industrials businesses in the $50-$100m range with particular exposure to the mining, energy and resources sectors across the Asia Pacific region. Viburnum provides equity capital to profitable small and medium-sized companies to enable them to make acquisitions, pursue organic growth opportunities or to facilitate a shareholder buy-out or buy-in of the business.
The transaction is subject to customary conditions and is expected to close shortly.
Azure acted as corporate adviser to Cranecorp and advised on all aspects of the transaction including identifying Viburnum as a suitable partner, valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
Azumah Resources
Azumah Resources
A$33m Recommended Takeover by Ibaera Capital
In September 2019, Ibaera Capital (“Ibaera”), a mining focused private equity fund, announced an unsolicited, on-market cash offer for Azumah Resources (“Azumah”), Ibaera’s joint venture partner in the 2.8 million ounce Wa Gold Project, located in northern Ghana.
Ibaera’s final offer of A$0.033 per Azumah share valued Azumah at approximately A$33 million, and represented a premium of approximately 136% to Azumah’s last traded price prior to the announcement of the offer, and a premium of approximately 18% to Ibaera’s initial offer price of A$0.028 per share.
Azumah’s Board recommended that shareholders accept the increased offer of A$0.033. On 6 February 2020, Ibaera announced that it had obtained acceptances of 90%, entitling it to proceed to compulsory acquisition of the remaining shares.
Azure advised Azumah on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring and negotiation of the relevant transaction agreements and liaising with key Azumah shareholders to secure their support for the recommended transaction.
Bethanie Care Group
Bethanie Care Group
Acquisition of the Berrington Aged Care facilities
On 6 December 2019 it was announced Bethanie Care Group (Bethanie) had entered into a conditional agreement to acquire the Aged Care facilities known as Berrington Subiaco and Berrington Como. If all of the conditions are met, Bethanie expects to take over the operation of these Aged Care facilities in early 2020.
Berrington operate luxury aged care facilities in Perth, Western Australia, providing accommodation for 211 residents across two sites. Berrington entered voluntary administration in July 2019 following the maturity of a debt facility that was unable to be repaid or otherwise refinanced.
The transaction consideration was not disclosed, but includes Bethanie taking on more than A$100 million in Resident Accommodation Deposit liabilities (being bonds paid by residents upon entering the facilities, and subject to certain deductions, largely repayable upon departure).
Bethanie is Western Australia’s leading not-for-profit aged care, person-centred provider, with 34 locations in metropolitan Perth and regional Western Australia.
Emeco Holdings
Emeco Holdings
A$72m acquisition of Pit N Portal
On 29 January 2020 it was announced Emeco Holdings Limited (Emeco) had entered into a binding agreement to acquire Pit N Portal Mining Services and Pit N Portal Equipment Hire (together Pit N Portal) for an enterprise value of A$72.0 million. The consideration consists of A$62 million in cash and A$10 million in Emeco shares to be issued to the vendors. The acquisition represents an acquisition multiple of 3.6x FY19 Operating EBITDA. The cash portion is to be funded by an underwritten rights issue with completion of the transaction expected by the end of February 2020.
Established in 2002, Pit N Portal specialises in the provision of hard-rock underground mining equipment and services to the Australian underground mining sector. Core operations include equipment rental as well as mining services and maintenance solutions for underground mines across Australia. Pit N Portal operates the largest underground hard-rock equipment rental fleet in Australia. It has a high-quality asset base with over 400 pieces of equipment and employs more than 300 people across Australia.
Emeco was founded in 1972 and is Australia’s largest dedicated mining equipment hire company. Emeco is listed on the Australian Securities Exchange (ASX: EHL) and has market capitalisation of circa A$740 million. Emeco has operations in all key mining regions of Australia and its customers include mining companies and contractors across coal, gold, copper, bauxite and iron ore.
Macmahon Holdings
Macmahon Holdings
A$48m Acquisition of GBF Group
On June 18, 2019, Macmahon Holdings Limited (Macmahon) announced it had executed a binding agreement to acquire 100% of GF Holdings (WA) Pty Ltd and its subsidiaries (collectively referred to as the GBF Underground Mining Group) (GBF).
Macmahon is an ASX-listed company offering the complete package of mining services to miners throughout Australia and Southeast Asia. Macmahon’s extensive experience in both surface and underground mining has established the Company as the contractor of choice for resources projects across a range of locations and commodity sectors.
GBF was founded in 1988 and is a WA-based, private underground mining contractor with operations centered around the Goldfields region. GBF is forecast to generate FY20 revenue of circa $180 million and EBITDA of cira $20 million.
The transaction completed on 2 August 2019.
Australian Finance Group
Australian Finance Group
A$120m Acquisition of Connective Group
On 12 August 2019 AFG announced it has entered into a binding conditional implementation deed to merge with the mortgage aggregation business Connective Group Pty Ltd.
Under the transaction, Connective Group Pty Ltd will receive $60 million in cash and 30,886,441 AFG shares valuing the acquisition at $120 million, with AFG to primarily fund the cash component through a new corporate debt facility. The transaction is expected to be EPS accretive (pre-synergies) in the first full financial year post integration and AFG is currently expected to maintain a dividend payout ratio of between 60 and 80 per cent.
AFG was established in 1994 and has grown to become one of Australia’s largest mortgage broking groups and leaders in financial solutions.
Mortgage aggregator Connective Group has a network of over 3,600 brokers providing access to a range of financial products sourced from its panel of more than 50 lenders. Acting as an intermediary between lenders and borrowers, Connective Group offers services across residential, commercial and asset finance, as well as its own range of white label home loan products under the Connective Home Loans brand.
The combined group will create a significant national mortgage distribution network, with more than 6,575 brokers and combined mortgage settlements of $76 billion in FY19.
The transaction remains conditional upon a court validating the transaction as not being unlawful or able to be set aside (a non-customary condition), Connective Group Pty Ltd shareholder approval, approval from the Australian Competition and Consumer Commission and AFG Shareholder approval (if required), as well as other conditions typical of a transaction of this nature.
Norseman Gold
Norseman Gold
A$111m sale of a 50% share in the Central Norseman Gold Project to Pantoro Ltd
On 14 May 2019, Pantoro Limited (Pantoro) announced the acquisition of 50% of the Central Norseman Gold Project (CNGP) from Norseman Gold PLC (Norseman). Norseman and Pantoro will form an unincorporated joint venture whereby Pantoro will immediately take management control of CNGP, with a focus on returning CNGP to production in the near term.
CNGP is amongst the highest-grade goldfields mined in Australia with historic production exceeding 5.5 million ounces since discovery in 1894. The project contains an existing Mineral Resource of 4.4 million ounces and significant existing infrastructure.
The purchase consideration is staged as follows:
- A$10m in cash and A$20m in Pantoro shares payable on completion
- Deferred cash payments of A$5m payable 12 months after completion and A$10m payable 24 months after completion
- Pantoro to sole fund the first A$50m of project expenditure
- Norseman to receive a 1% revenue royalty (capped at A$6m)
- A$10m milestone payment to Norseman upon definition of a 1.8-million-ounce gold Ore Reserve
Pantoro is an ASX-listed high-grade Australian gold producer with two operating underground mines near Halls Creek in Western Australia.
The transaction completed on 9 July 2019.
MZI Resources
MZI Resources
A$45m sale of Keysbrook Mineral Sands Mine to Doral Mineral Sands
On June 28, 2019, the Voluntary Administrators of MZI Resources Ltd (MZI) announced that it had entered into a binding agreement for the sale of the Keysbrook Mineral Sands Mine (Keysbrook) to Doral Mineral Sands Pty Ltd (Doral).
The sale of Keysbrook will occur on a cash free and debt free basis (i.e. Resource Capital Fund VI L.P. and RMB Australia Holdings Limited (RMB) as secured lenders will release security over the sale assets prior to completion).
Doral is a Western Australian based company with existing mineral sands assets and processing operations located in the south-west of Western Australia. Doral is a wholly owned subsidiary of Iwatani Corporation of Japan.
Keysbrook is an integrated mineral sands mine located 70km south-west of Perth comprising a mine, processing plant and associated infrastructure to produce a heavy mineral concentrate. The concentrate is processed into final products under a toll treating arrangement with Doral at its nearby Picton Mineral Separation Plant, locate near Bunbury. Keysbrook, first opened in 2015, is the world’s largest primary producer of high value leucoxene.
The transaction completed on 1 July 2019.
Adecco
Adecco
Acquisition of outstanding shares in Advara
In March 2019, Adecco Holdings Pty Ltd (subsidiary of Swiss-based company, The Adecco Group, a global leader in HR services) acquired all of the outstanding shares for Advara Pty Ltd from a WA State Government-owned, Landgate. At the same time the parties negotiated a long term commercial arrangement between the Landgate and Advara.
The completion of the transaction and contractual restructure was completed in order to support the proposed partial commercialisation of Landgate, through procuring a service provider for Landgate’s automated land titling services.
Swift Media
Swift Media
Acquisition of Medical Media
In December 2018, Swift Media Limited (formerly known as Swift Networks Group Limited), the provider of communications, content and advertising solutions, announced its planned acquisition of the shares in Medical Channel Pty Ltd (trading as Medical Media). Swift acquired the outstanding shares in Medical Media for total consideration of $25 million (via a combination of upfront and performance shares).
Medical Media is an Australian digital-out-of-home media network which delivers content & advertising to over 5 million viewers every month through more than 2,300 digital screens, with a significant market share in medical practices. Medical Media brings a network of over 2,800 advertisers, expanding in hyperlocal and regional advertising and attracting a number of premium, national brands. Medical Media adds new audiences and infrastructure to Swift’s footprint, providing scale and the opportunity to generate new revenues through advertising.
The transaction completed on 15 February 2019.
Azure acted as corporate adviser to Swift and advised on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
Strike Energy
Strike Energy
Acquisition of UIL Energy
In October 2018, it was announced that Strike Energy Limited (“Strike Energy”) entered into a binding agreement to acquire all of the shares in UIL Energy Limited (“UIL Energy”). The UIL Energy transaction consisted of the issue of 0.485 Strike Energy shares for each UIL Energy share held, as well as a commensurate offer for all outstanding preference shares and options.
The UIL Energy transaction was subject to Strike Energy raising a minimum of $13 million along with other customer conditions. Strike Energy raised approximately $14 million from international and local institutional and professional investors by way of a placement of new fully paid ordinary shares and a share purchase plan at a price of $0.115 per Strike Energy share.
The UIL Energy transaction completed following compulsory acquisition in January 2019.
Azure advised Strike Energy on all aspects of the transaction including strategic advice, bid tactics, structuring, equity raising, coordination of due diligence and negotiation of the relevant transaction agreements.
Ascot Resources
Ascot Resources
A$20m sale of the Wonmunna Iron Ore Project to Australian Aboriginal Mining Corporation
On 12 June 2018, Ascot Resources announced it had executed an agreement to sell Wonmunna Iron Ore Pty Ltd, Ascot’s wholly owned subsidiary that 100% owns the Wonmunna Iron Ore Project, to Australian Aboriginal Mining Corporation for total consideration of A$20 million and assumption of existing royalties payable to third parties.
Following satisfaction of various conditions precedent, the transaction completed in December 2018.
Azure advised Ascot on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence, shareholder management and communication, and negotiation of the relevant transaction agreements.
Goldfields Money
Goldfields Money
A$125m merger with Finsure following successful defence of the Firstmac takeover
In January 2018, it was announced that Goldfields Money Limited (“Goldfields Money”) entered into a binding transaction with Finsure Holdings Limited (“Finsure”). The Finsure transaction consisted of the issue of approximately 41 million Goldfields Money shares to Finsure at a subscription price of A$1.50 per Goldfields Money share as consideration for the acquisition of Finsure (subject to certain escrow restrictions).
The Finsure transaction was subject to receipt of Financial Sector (Shareholdings) Act (“FSSA”) approval from the Federal Treasurer for a single group to own greater than 15% of an Authorised Deposit-taking Institution (“ADI”). This was the first time ever that a transaction involving an ADI and requiring FSSA approval successfully completed. Goldfields Money also raised approximately $25 million from international and local institutional and professional investors by way of a placement of new fully paid ordinary shares.
Announcement of the Finsure transaction followed a hostile takeover offer from Firstmac Holdings Limited (“Firstmac”) in October 2017, which closed in December 2017 with no shares having been acquired.
The Finsure transaction completed in September 2018.
Azure advised Goldfields Money on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring, engagement with APRA and the Federal Treasurer, coordination of due diligence and negotiation of the relevant transaction agreements.
DRA Group
DRA Group
Acquisition of G&S Engineering Services
In July 2018 it was announced that global engineering, project delivery and operations management group, the DRA Group (“DRA”) would acquire G&S Engineering Services Pty Ltd (“G&S”) from Calibre Group Limited.
The acquisition provides DRA’s Australian operations with increased scale, and increased exposure to the east coast of Australia where G&S is headquartered. The acquisition of G&S will also extend DRA’s procurement, project management, construction, commissioning and operations and maintenance capabilities in Australia.
The transaction completed on 6 August 2018.
Azure acted as corporate adviser to DRA and advised on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.
Tap Oil
Tap Oil
A$40m recommended takeover by Risco Energy
In May 2018, Risco Energy Investments (SEA) Limited (“Risco”), a private energy investment vehicle, announced an unsolicited, on-market cash offer for Tap Oil Limited (“Tap Oil”).
Risco’s final offer of A$0.091 per Tap Oil share valued Tap Oil at approximately A$40 million, and represented a premium of approximately 49% to Tap Oil’s last trading price prior to announcement of the offer. Tap Oil’s Independent Board Committee believed Risco’s initial offer of A$0.070 undervalued the company and was timed in advance of potential value enhancing events, including upcoming exploration, appraisal and development drilling, and accordingly, initially recommended that shareholders reject the offer. However, following an increase in the offer price to A$0.091, Tap Oil’s Independent Board Committee ultimately recommended that shareholders accept the offer.
Azure advised Tap Oil’s Independent Board Committee on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring and negotiation of the relevant transaction agreements.
HiSeis
HiSeis
Strategic Investment
HiSeis Pty Ltd (HiSeis) was established in 2009 by Curtin University to commercialise the tools and techniques that have enabled the application of seismic technology to minerals exploration. HiSeis, whose clients include Northern Star, Independence Group, Evolution Mining, Lundin Mining, Anglo Gold Ashanti and more has grown revenues year on year at a rate of 30%, employs 30+ people and operates profitably.
Azure acted as corporate adviser to a syndicate of strategic investors who together acquired a controlling interest in HiSeis. The syndicate included a group of senior industry executives, ASX-listed mining services company Ausdrill, and other professional investors.
Force Equipment
Force Equipment
A$70m Acquisition by Emeco Holdings
In October 2017 it was announced that ASX-listed Emeco Holdings (“Emeco”) would acquire Force Equipment Pty Ltd (“Force”) for A$69.8m.
Established in 1987, Force is a leading national provider of whole of mine fleet solutions, with workshops located in key Australian mining regions.
The transaction completed on 30th November 2017.
Azure advised Force on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.
Macmahon Holdings
Macmahon Holdings
A$194m acquisition of mobile mining equipment from AMNT, in exchange for a 44% strategic shareholding in Macmahon
In May 2017, it was announced that Macmahon Holdings Limited (“Macmahon”) entered into a binding transaction with PT Amman Mineral Nusa Tenggara (“AMNT”). The AMNT transaction consisted of:
- Macmahon becoming the life-of-mine mining services contractor for AMNT’s Batu Hijau copper-gold mine in Indonesia, which is expected to generate revenue of US$2.9 billion over the life of the Batu Hijau operation;
- Macmahon acquiring mobile mining equipment from AMNT independently valued at US$145.6 million;
- The issue of approximately 954 million Macmahon shares to AMC (a subsidiary of AMNT) at a subscription price of A$0.203 per Macmahon share, as consideration for the acquisition of AMNT’s existing mobile mining equipment (subject to a 30-month escrow period) to be initially held by an Australian custodian to facilitate a buy-back mechanism;
- Buy-back mechanism allowing Macmahon to call for a buy-back of the shares held in escrow if the mining contract is cancelled for any reason during the first 30 months of operations; and
- Strategic alliance agreement between Macmahon and AMNT.
Announcement of the AMNT transaction followed a hostile takeover offer from CIMIC Group Limited (“CIMIC”) that closed in March 2017, and CIMIC’s eventual exit from the Macmahon share register in July 2017.
The AMNT transaction completed in August 2017.
Azure advised Macmahon on all aspects of the transaction including valuation and strategic advice, defence tactics, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.
Terrex Seismic
Terrex Seismic
Sale of a majority equity position to Allegro Funds
In May 2017 it was announced that Australian private equity fund manager, Allegro Funds, had completed the acquisition of a majority equity position in Terrex Seismic (“Terrex”), partnering with Terrex’s founder and Executive Director Steve Tobin.
For over 35 years, Terrex has been Australia’s leading provider of seismic acquisition services to the onshore oil and gas and minerals markets.
The transaction completed on 28 April 2017.
Azure advised Terrex Seismic on all aspects of the transaction including valuation, strategic advice, structuring and negotiation of the relevant transaction agreements.
Minjar Gold
Minjar Gold
A$330m acquisition of the Southern Cross Operations
In February 2017, it was announced that Shandong Tianye Group had entered into a binding Share Sale Agreement to acquire 100% of the shares in Hanking Australia from China Hanking Holdings Limited.
Hanking Australia holds the Southern Cross Gold Mine, which produces more than 100,000 ounces of gold per annum.
The Guarantor to the transaction was the founder and controlling shareholder of Shandong Tyan Home Co., Ltd, a listed company on the Shanghai Stock Exchange and parent company to Minjar Gold.
The transaction completed in April 2017.
Azure advised Minjar and Shandong Tianye on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.
Rox Resources
Rox Resources
A$20m Sale of Reward Project
Rox Resources Limited (“Rox”) owned a 49% joint venture interest in the high grade Reward zinc-lead project in the Northern Territory, with the other 51% owned by Teck Australia Pty Ltd (“Teck”). Following a decision to seek offers for Reward, in July 2016 Rox announced that it had entered into an exclusivity agreement to sell its interest in Reward to IMI Medical Limited, subject to Teck’s pre-emptive rights. In August 2016, Rox announced that it had received and accepted a superior offer for Reward from Marindi Metals Limited, also subject to Teck’s pre-emptive rights. In October 2016, Rox announced that Teck had elected to exercise its pre-emptive rights.
Definitive sale agreements between Rox and Teck were executed in January 2017 and the sale to Teck completed in February 2017, with Rox receiving upfront cash consideration of $16.0m. A further $3.8m in cash is due to be paid to Rox on the earlier of a Bankable Feasibility Study and expiry of 6 years.
Azure acted as financial adviser to Rox Resources on the sale transaction.
Craigcare Group
Craigcare Group
Sale of Craigcare Group to Bain Capital Credit
In February 2017, it was announced that Bain Capital Credit, part of Bain Capital, had entered into an agreement to buy 100% of the WA-based aged care service provider, Craigcare Group Pty Ltd (“Craigcare”).
Craigcare has been a family run business for more than 44 years providing quality aged care services for over 580 residents in Western Australia and Victoria.
The transaction completed on 1 March 2017.
Azure advised Craigcare on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.
Dalgaranga Joint Venture
Dalgaranga Joint Venture
Acquisition of 20% JV Interest by Gascoyne Resources
Under the terms of the joint venture agreement governing the Dalgaranga gold project, 20% JV partner Jaime McDowell had 20 business days following completion of a Definitive Feasibility Study (“DFS”) by 80% JV partner Gascoyne Resources Limited (“Gascoyne”) to decide whether to continue to participate in the JV and contribute pro-rata his share of capital, or convert his JV interest into a 2% NSR royalty. Gascoyne released a DFS for Dalgaranga on 25 November 2016.
On 22 December 2016, Gascoyne announced that it had reached agreement to acquire Jaime McDowell’s 20% JV interest. Transaction consideration comprised $4.5m and 11.0m Gascoyne ordinary shares (with a value at closing of ~$5.8m) upfront, and a deferred payment of $1.5m payable upon production of 30,000 ozs from the project.
Azure acted as financial adviser to Jaime McDowell on the transaction.
EMC
EMC
Acquisition of EMC by Carnegie Clean Energy
Following Carnegie Clean Energy’s (“Carnegie”) $4.5m investment in emerging Western Australian-based renewable development group, Energy Made Clean (“EMC”), in April 2016, in October 2016 Carnegie announced that it had agreed to acquire the 65% of EMC it did not own from founder John Davidson. The consideration comprised $1.6m in cash and 297.1m Carnegie ordinary shares (with a value at closing of ~$12.0m) payable upfront, and a further $1.0m in cash tied to performance hurdles.
Following receipt of Carnegie shareholder approval, the transaction completed in December 2016.
Azure acted as financial adviser to John Davidson and EMC on the transaction.
St John of God Health Care
St John of God Health Care
Sale of St John of God Pathology to Australian Clinical Laboratories
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On 22 June 2016, St John of God Health Care (SJGHC) announced that it had entered into an agreement to sell its pathology division, St John of God Pathology (SJGP) to Australian Clinical Labs (Clinical Labs). SJGP is the fourth largest pathology provider nationally with 19 laboratories, over 180 collection centres and more than 1,200 employees operating in Victoria and Western Australia. Clinical Labs is majority owned by Sydney based private equity firm Crescent Capital Partners.
As part of the agreement, SJGHC will acquire a minority shareholding in Clinical Labs. Clinical Labs will also have a long term contract to provide pathology services to SJGHC hospitals.
The transaction completed on 10 October 2016.
Azure Capital advised St John of God Health Care on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.
On 22 June 2016, St John of God Health Care (SJGHC) announced that it had entered into an agreement to sell its pathology division, St John of God Pathology (SJGP) to Australian Clinical Labs (Clinical Labs). SJGP is the fourth largest pathology provider nationally with 19 laboratories, over 180 collection centres and more than 1,200 employees operating in Victoria and Western Australia. Clinical Labs is majority owned by Sydney based private equity firm Crescent Capital Partners.
As part of the agreement, SJGHC will acquire a minority shareholding in Clinical Labs. Clinical Labs will also have a long term contract to provide pathology services to SJGHC hospitals.
The transaction completed on 10 October 2016.
Azure Capital advised St John of God Health Care on all aspects of the transaction including valuation and strategic advice, structuring, coordination of due diligence and negotiation of the relevant transaction agreements.
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Minjar Gold
Minjar Gold
Strategic Equity Investment in Triton Minerals
On 8 July 2016, the creditors of Triton Minerals Limited resolved to execute a deed of company arrangement (DOCA) to effect a recapitalisation comprising a A$6.3m placement to Minjar Gold (or its nominee) and a A$7.9m underwritten entitlement issue, pursuant to which Minjar Gold (or its nominee) would become a 19.9% shareholder in Triton.
The placement was ultimately made to Minjar’s parent company, Shandong Tianye Mining Co. Limited (as Minjar’s nominee) and on 23 September 2016, the voluntary administrators of Triton announced that the DOCA had been successfully implemented.
Triton Minerals owns the Ancuabe Graphite Project in Mozambique, which has been identified as a promising project in terms of grade, flake size distribution amongst others. The funds raised are being applied to progress the further development of Ancuabe.
Azure Capital advised Minjar and Shandong Tianye on all aspects of its investment including valuation, strategic advice, structuring and negotiation of the relevant transaction agreements.
Image Resources
Image Resources
A$31m Transaction with Murray Zircon and Guangdong Orient Zirconic
In June 2016, Image Resource NL (“Image”) completed a transformational transaction with Murray Zircon Pty Ltd (“Murray Zircon”) and Murray Zircon’s major shareholder, Shenzhen Stock Exchange listed Guangdong Orient Zirconic Ind Sci & Tech Co., Ltd (“Orient Zirconic”), to facilitate the development of Image’s flagship Boonanarring mineral sands project, located in the Perth Basin.
The transaction was comprised of the following key elements:
- Acquisition by Image of a wet plant and associated assets from Murray Zircon, in exchange for 42% of Image’s expanded share capital being issued to Murray Zircon (valued at A$17m). A further 5% of Image will issued to Murray Zircon if a decision to mine is reached and project finance secured within 2 years of completion
- A$4m working capital loan from Murray Zircon to Image, to facilitate development activities at Boonanarring
- A zircon products offtake agreement between Image and Orient Zirconic for 90% of all zircon products produced by Image at market prices
- US$8m prepayment facility provided by Orient Zirconic to Image, drawable following first production from Boonanarring, and
- A call option in favour of Image to purchase a dry mineral separation plant from Murray Zircon, located at its South Australian Mindarie project
Azure advised Image on all aspects of the transaction, including assessment and valuation, transaction structuring, due diligence, negotiation of commercial terms, and the process through to completion (including securing relevant approvals).
MercyCare
MercyCare
Acquisition of Belrose Care by MercyCare Limited
On 29 July 2016, MercyCare Limited (MercyCare) announced it had acquired four residential aged care facilities and services from Belrose Care. The facilities, which are located in Joondalup, Kelmscott, Maddington and Rockingham, ultimately increase MercyCare’s resident numbers from 113 to 500.
The transaction successfully completed on 27 September 2016.
Azure Capital advised MercyCare on all aspects of the transaction including valuation and strategic advice, structuring and negotiation of the relevant transaction agreement.
Perth Markets
Perth Markets
A$136m Acquisition of Perth Markets from the Government of Western Australia
In March 2016 Perth Markets Limited (“PML”), a consortium led by the Chamber of Fruit and Vegetable Industries, successfully completed the acquisition of the state’s largest wholesale fruit and vegetable market, Market City, from the Government of Western Australia for $135.5 million, including arranging all of the debt and equity finance required to fund the acquisition. Market City is situated on a 51 ha parcel of freehold land located in Canning Vale.
Azure acted as lead corporate adviser throughout the transaction process.
RAC
RAC
A$34m Acquisition of Leisure Assets from Aspen Parks Property Fund
In September 2015, RAC Tourism Assets Pty Ltd (RAC) acquired three properties in north-west Western Australia from Aspen Parks Property Fund. The acquisition price of the tourism accommodation properties – Monkey Mia Dolphin Resort in Shark Bay, Exmouth Cape Holiday Park in Exmouth and Ningaloo Reef Resort in Coral Bay – was in line with the book value as at 31 December 2014 (A$34m).
Azure introduced the opportunity to RAC and advised RAC on all aspects of the transaction from assessment and valuation of the opportunity through to the structuring, due diligence and negotiation of the business sale agreement.
iiNet
iiNet
A$1.6b Acquisition by TPG Telecom by Scheme of Arrangement
On 13 March 2015, iiNet Limited (“iiNet”) and TPG Telecom (“TPG”) announced they had entered into a Scheme Implementation Agreement to acquire the iiNet shares that TPG does not own, by way of a scheme of arrangement (“Original TPG Proposal”). Under the Original TPG Proposal, iiNet shareholders would receive an all cash consideration of $8.60 per share.
On 6 May 2015, following the receipt of an alternative competing proposal from M2 Group Ltd (“M2″), iiNet and TPG announced that they had reached an agreement on the terms of an improved proposal by TPG and had entered into a revised Scheme Implementation Agreement reflecting the improved proposal (“Scheme”). Under the improved Scheme, iiNet shareholders would receive a total consideration of at least $9.55 per share.
A key feature of the Scheme was the ability for iiNet shareholders to elect to receive their scheme consideration in cash or in TPG shares (subject to a cap). The total consideration paid to iiNet shareholders also included a fully franked special dividend of $0.6914 per iiNet share that provided those Australian tax resident shareholders some additional benefit from the franking credits attached to the special dividend, subject to their personal tax circumstance.
The total consideration of at least $9.55 per iiNet share (excluding the additional potential benefit of franking credits), represented:
- 40% premium over the closing price of iiNet shares on the 12 March 2015 of $6.81;
- 45% premium over the 30 day VWAP of iiNet shares on the ASX up to and including 12 March 2015 of $6.58;
- CY14 EV/EBITDA multiple of 10.0x, a significant premium to multiples paid in recent comparable change of control transactions for consumer fixed line telecommunications businesses; and
- CY14 PE multiple of 23.8x, a materially higher multiple than iiNet’s historical trading levels.
On 27 July 2015, iiNet shareholders voted in favour of the scheme, with 95.09% voting for compared to 4.91% voting against the resolution, representing a total of 105,823,861 shares voted at the meeting.
On 20 August 2015, the ACCC announced that it would not oppose TPG’s proposed acquisition of iiNet.
On 21 August 2015, the Federal Court of Australia approved the scheme of arrangement.
The Scheme brought together two of Australia’s iconic ISP challenger brands and the clear outperformers of the telecommunications sector over the last 5 years. The combination of iiNet and TPG will see both brands running alongside each other on TPG’s impressive national telecommunications infrastructure network, which will provide substantial benefits for customers of the combined group.
Azure advised iiNet, a longstanding client, on all aspects of the scheme, including the assessment and valuation of each proposal from TPG and M2, defence tactics and negotiation of the Scheme Implementation Agreement, as well as assisting with iiNet shareholder, ACCC and Court approvals and completion.
Rio Tinto
Rio Tinto
Sale of New Zealand Iron Sands Assets
On 17 August 2015, Rio Tinto completed the divestment of its interest in the New Zealand Ironsands Project Joint Venture.
Rio Tinto engaged Azure Capital to manage the divestment including bid solicitation, negotiation and documentation.
CKA Risk Solutions
CKA Risk Solutions
Acquisition of CKA Risk Solutions by Willis Group
On 20 August 2015, Willis Group announced the acquisition of CKA Risk Solutions Pty Ltd (CKA). Based in Perth, CKA is a leading WA based independent corporate insurance broking company.
Established in 2004, CKA has grown rapidly over the last 10 years and currently holds approximately 1,200 accounts. Their clients are typically mid-market to large public and private companies. In FY2014, the company placed close to 5,000 insurance policies.
CKA engaged Azure Capital to examine ways to accelerate growth for the company, including through a potential sale. Azure advised CKA on all aspects of the sale through to completion, from the identification and assessment of potential buyers to valuation and transaction execution.
Northern Star Resources
Northern Star Resources
A$72m Joint Venture with Tanami Gold
In February 2015, Northern Star Resources announced a transaction with Tanami Gold NL to progressively acquire up to a 100% interest in the Central Tanami Project (CTP), including an initial 25% for A$20million, the right to earn a further 35% by sole funding all expenditure and costs required to bring the project back into production, and two put options to acquire the remaining 40% for a combined A$52 million. Upon completion, Northern Star Resources and Tanami formed an unincorporated joint venture (JV) and Northern Star Resources became the JV manager.
The Transaction was approved by Tanami shareholders in April 2015 and the first 25% was acquired by Northern Star Resources in July 2015.
Azure was appointed corporate adviser to the transaction.
BC Iron
BC Iron
A$254m Recommended Off-market Takeover of Iron Ore Holdings
In August 2014, BC Iron announced an agreed off-market takeover offer for Iron Ore Holdings. The consideration offered was 0.44 new BCI shares and A$0.10 in cash for each IOH share held, and based on BC Iron’s share price at the time of announcement, valued IOH at A$254 million.
IOH’s key assets include the newly operational Iron Valley mine (which operates under a mine gate sale agreement with Mineral Resources Limited), the Buckland Hills development project in the West Pilbara and approximately A$50m in cash. Combined, these assets offer a multi-decade growth portfolio for BCI.
The Transaction became unconditional in October.
iiNet
iiNet
Acquisition of Majority Interest in Tech2 Group
On 5 September 2014, iiNet Limited announced the acquisition of a 60% interest in Tech2 Group to partner with Tech2 Group’s Founder, Glen Powys.
Based in Sydney, Tech2 Group provides professional technology services and solutions to residential and business customers across Australia, including communications and build services, remote and on-site technical support ad installation services.
Azure advised iiNet on all aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation, through to completion.
Legend Mining
Legend Mining
A$17m Sale of 90% Interest in Ngovayang Iron Ore Project to Jindal Steel & Power Limited
On 20 November 2013, Legend Mining announced that it had reached agreement with Indian conglomerate, Jindal Steel & Power Limited, to sell its 90% interest in the Ngovayang iron ore project in Cameroon, for upfront consideration of A$12 million plus a further A$5.5 million upon execution of a Mining Convention between JSPL and the Government of Cameroon.
Following satisfaction of various conditions precedent, the transaction completed in August 2014.
Azure Capital advised Legend in relation to the transaction.
Glory Resources
Glory Resources
A$32m Recommended Takeover by Eldorado Gold Corporation
In October 2013, Glory entered into a Bid Implementation Agreement with Eldorado Gold Coöperatief UA (a wholly owned subsidiary of Eldorado Gold Corporation) pursuant to which Eldorado would make an off-market takeover offer to acquire all Glory’s outstanding securities that it did not already own (including options). The consideration offered was A$0.17 cash per Glory share (a premium of 42% to the last closing price of Glory shares prior to the announcement), which valued Glory at A$32.3 million.
Glory’s principal asset was the high grade Sapes Gold Project located in the province of Thrace, Greece. The transaction allowed Eldorado to capitalise on synergies created by the close proximity of Sapes to Eldorado’s nearby Perama Hill Project.
The transaction became unconditional in February 2014 and was completed in March 2014.
Azure acted as corporate adviser to Glory on the transaction.
Asanko Gold
Asanko Gold
C$184m Acquisition of PMI Gold by Plan of Arrangement
In December 2013, Asanko announced the acquisition via Canadian plan of arrangement of PMI Gold Corporation for C$184 million, to create an emerging mid-tier West African gold producer with a clear pathway to 400,000 ounces of annual gold production. The purchase price was calculated on the basis of an exchange ratio of 0.21 Asanko common shares for each PMI common share. The transaction was successfully completed in February 2014.
Azure acted as joint financial adviser to Asanko in relation to the transaction.
IMX Resources
IMX Resources
A$64m Joint Venture with MMG for the Nachingwea Nickel Project
On 20 September 2013, IMX Resources announced a A$64 million joint venture with MMG at its Nachingwea Project in Tanzania, which includes the Ntaka Hill Nickel Sulphide Project. Under the terms of the transaction, MMG could earn up to a 60% JV interest in Nachingwea by sole funding exploration expenditure of US$60 million over a five year period in three stages. Upon a decision to develop, MMG had the option to increase its JV interest to 80% for a cash payment to IMX at the then fair market value.
Azure was engaged by IMX Resources on all aspects of the transaction including valuation and strategic advice, consideration of alternative proposals, transaction structuring and negotiation.
Alacer Gold
Alacer Gold
A$40m Sale of Higginsville and South Kalgoorlie Operations to Metals X
On 24 September 2013, Alacer Gold Corp. (Alacer), a dual listed ASX/TSX gold producer with operations in Turkey and Australia, announced it had entered into a binding agreement to sell its Australian business unit (which included the Higginsville and South Kalgoorlie operations) to a subsidiary of Metals X Limited (Metals X), an Australian based tin producer and gold development company listed on the ASX. Metals X largest shareholders include Hong Kong listed resource investment group APAC Resources and Jinchuan Group, a diversified metals production company based in China.
The consideration payable under the transaction was A$40 million in cash. Alacer was paid a A$10 million deposit which was non-fundable except if FIRB approval was not obtained.
The transaction received FIRB approval on 25 October 2013 where completion occurred four days later.
Azure acted as financial adviser to Alacer on all aspects of the transaction from evaluation and selection of bidders, strategic advice, valuation, negotiation and drafting of deal documentation.
iiNet
iiNet
A$60m Acquisition of Adam Internet
On 5 August 2013, iiNet Limited announced the acquisition of Adam Internet, a South Australian privately owned broadband services company, for A$60 million. The acquisition consideration was paid in cash, funded by a drawdown of iiNet’s debt facilities.
Based in Adelaide, Adam Internet has approximately 70,000 broadband subscribers located primarily in South Australia. The acquisition grew iiNet’s total customer base to 900,000 broadband subscribers and included a range of key South Australian business and government clients consuming data-centre, hosting and cloud services.
Azure advised iiNet on all aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation of the business sale agreement, through to completion.
Toro Energy
Toro Energy
A$39m Acquisition of the Lake Maitland Uranium Project
In August 2013 ASX-listed Toro Energy Limited (Toro) announced the acquisition of the Lake Maitland Uranium Project (Lake Maitland) in Western Australia from TSX-listed Mega Uranium Ltd (Mega Uranium) in return for issuing Mega Toro shares valued at $39 million. A $2 million equity capital raising occurred at the same time as the transaction.
Lake Maitland is located 90km south-east from Toro’s 100% owned Wiluna Uranium Project (Wiluna). The addition of Lake Maitland to Wiluna was strategically beneficial due to the potential to improve project economics via an increase in grade and a significantly larger resource base of 76Mlbs U3O8 sufficient for a 20+ year project life.
As part of the acquisition, Toro will benefit from inheriting a pre-existing strategic relationship with Japanese partners who have the option to acquire a 35% interest in Lake Maitland and participate in financing and development of the deposit.
On completion of the transaction, Mega held a 28% shareholding in Toro, and as such transaction required approval by Toro’s shareholders under section 611 Item 7 of the Corporations Act.
Azure acted as financial adviser to Toro in relation to the transaction.
Moly Mines
Moly Mines
A$38m Sale of Spinifex Ridge Iron Ore Mine to Mineral Resources
On 10 May 2013, dual ASX and TSX-listed Moly Mines Limited (Moly) announced that it had reached agreement with Mineral Resources Limited (Mineral Resources) for the mine gate sale of iron ore produced at Moly’s Spinifex Ridge Iron Ore Mine.
The purchase price for the iron ore is calculated on the basis of an agreed minimum product tonnage of 2.4 million tonnes (assuming commencement of delivery at the end of June 2013) implying a total transaction value of approximately A$38 million. Under the agreement, Mineral Resources will operate the mine to the end of mine life, while Moly will retain its contractual and statutory obligations as the tenement holder.
In order to enable the mine gate sale agreement, Moly’s major shareholder, Hanlong Mining Investment (Hanlong) agreed to terminate its life of mine offtake agreement, as well as an associated parent company guarantee. As compensation, Hanlong received a one-off payment of A$1 million and a royalty of A$1.20 per tonne of ore sold. The
transaction was also subject to Moly shareholder approval, which was received in June 2013.
Azure acted as corporate adviser to Moly in relation to the transaction.
MWH Global
MWH Global
Acquisition of Outback Ecology
MWH Global, a strategic consulting, technical engineering and construction services firm focussed on the global water infrastructure sector, acquired Outback Ecology, a private Australian environmental consultancy servicing the natural resources and mining industries.
Azure Capital was engaged by MWH Global to assist the company to expand through the acquisition of complementary service offerings in Australia, in particular in the environmental approvals services sector.
Azure Capital advised MWH Global on all aspects of the acquisition including valuation and strategic advice, transaction structuring, coordination of due diligence and negotiation. The transaction completed in April 2013.
VDM Group
VDM Group
Sale of Como Engineers
VDM Group Ltd is an ASX-listed engineering and construction company that services clients in the mining, resources, transport, civil infrastructure and urban development sectors. VDM announced the divestment of its non-core Como Engineers business in February 2013 and the sale was successfully completed in April 2013.
As part of its ongoing corporate advisory mandate, Azure Capital was engaged to manage the sale of Como Engineers, including bid solicitation, negotiation and documentation.
Minemakers
Minemakers
A$25m Sale of 42.5% Interest In Sandpiper Phosphate Project to Mawarid Mining
Minemakers Limited is a dual ASX/TSX-listed mining company. On 13 February 2012, Minemakers made an unsolicited, scrip takeover offer for ASX-listed UCL Resources Limited. The scrip offer valued UCL at A$24 million. Minemakers and UCL held equal 42.5% shareholding interests in the Sandpiper Marine Phosphate Project located in Namibia. In addition, Minemakers also held a 13% equity interest in UCL, plus 100% of the Wonarah Phosphate Deposit located in the Northern Territory. The rationale of the Minemakers offer for UCL was largely to collapse and streamline the ownership and management of the Sandpiper Project to allow the efficient completion of the project’s DFS and project financing. Minemakers’ offer was ultimately unsuccessful, primarily due to the rejection of the offer by UCL’s major shareholder and the introduction of a new UCL shareholder through a placement to Omani-based Mawarid Mining.
Following the lapse of Minemakers’ offer, on 18 May 2012, UCL took the highly unusual step of announcing its own unsolicited, cash and scrip takeover for 100% of Minemakers, valuing Minemakers at A$49 million. This offer was successfully defended by Minemakers. The defence included 3 separate Takeovers Panel applications, which were all resolved in favour of Minemakers. To finally address the significant uncertainty created by the respective offers, on 4 October 2012 Minemakers agreed to divest its entire 42.5% interest in the Sandpiper Project to Mawarid Mining for A$25 million in cash. This transaction was completed on 12 December 2012.
Azure advised Minemakers on its offer for UCL, successful defence of UCL’s offer for Minemakers and ultimate divestment of its interest in the Sandpiper Project to Mawarid Mining.
BC Iron
BC Iron
A$190m Acquisition of 25% Interest In the Nullagine Joint Venture from FMG
On 10 December 2012, ASX-listed iron ore producer BC Iron announced a landmark transaction with Fortescue, whereby BC Iron paid Fortescue A$190m to:
- Acquire a further 25% interest in the Nullagine Iron Ore Joint Venture(“NJV”);
- Increase the capacity available to the NJV on Fortescue’s rail and port infrastructure from 5 mtpa to 6 mtpa;
- Prepay 3.5 mt of its share of rail haulage and port charges to Fortescue.
The transaction resulted in BC Iron increasing its interest in the NJV from 50% to 75% and increasing its equity share of production from 2.5 mtpa to 4.5 mtpa.
BC Iron funded the acquisition via a combination of debt, equity and existing cash. Specifically, BC Iron entered into a 5 year, US$130m amortising term loan facility with ANZ and Commonwealth Bank at an attractive margin of USD LIBOR. The equity raising comprised a A$47m underwritten institutional placement at an issue price of A$3.04 per share, a 4% premium to the previous closing price. BC Iron also raised a further A$10m via an oversubscribed share purchase, Azure acted as independent financial adviser to BC Iron on all aspects of the transaction, including managing the debt and equity financings.
Amadeus Energy
Amadeus Energy
A$134m Acquisition of Lonestar Resources, Inc
On 22 October 2012, Amadeus Energy Limited (Amadeus), an ASX listed oil and gas company with a portfolio of producing conventional assets onshore US, announced that it had entered into a binding sale and purchase agreement to acquire Ecofin Energy Resources Plc (EER), the holding company for Texas-based Lonestar Resources, Inc., from its controlling shareholder Ecofin Water & Power Opportunities plc and other minority investors.
In consideration, following receipt of shareholder approval, Amadeus would issue 460 million new ordinary shares to the owners of EER, with a further 40 million shares to be issued to the owners of EER within 18 months upon the satisfaction of a number of conditions.
On 4 December 2012, the terms of the transaction were modified to include:
- Amadeus paying a special unfranked dividend of 2 cents per ordinary share to Amadeus shareholders (other than the vendors of EER); and
- The vendors of EER to be issued with an additional 15 million shares within 18 months upon satisfaction of a number of conditions.
The transaction completed on 2 January 2013, resulting in the creation of a leading ASX-listed mid-cap oil and gas company (re-named to Lonestar Resources Limited) with a portfolio of US onshore conventional and unconventional assets, including material exposure to the Eagle Ford Shale in Texas, as well as acreage prospective for the Bakken / Three Forks formations in the Williston Basin, Montana.
Azure acted as financial adviser to Amadeus on all aspects of the transaction.
Eureka Energy
Eureka Energy
A$107m Recommended On-Market Takeover by Aurora Oil and Gas
Aurora Oil and Gas, a dual ASX/TSX listed oil and gas company, announced an unsolicited, on-market cash offer for Eureka Energy on 30 April 2012. Aurora and Eureka both held non-operating interests in the Sugarloaf Area of Mutual Interest, an unconventional oil and gas licence in the Eagle Ford shale play in Texas, USA.
Aurora’s $0.45 offer valued Eureka at A$107 million, and represented a premium of 36% to Eureka’s last trading price. Eureka’s Board believed the offer undervalued the company and was timed in advance of potential value enhancing events, including the optimisation of the Sugarloaf field development, and accordingly, initially recommended that shareholders reject the offer. However, following a decline in the broader market during the course of the offer and Aurora having acquiring a material shareholding in the company, Eureka’s Board ultimately recommended that shareholders accept the offer.
Azure advised Eureka’s Board on all aspects of takeover defence, including re-negotiating the terms of Eureka’s debt facility with Macquarie Bank to preserve the option to shareholders of selling into the offer, and seeking and negotiating proposals for alternative transactions with third parties. Prior to the offer, Azure had also advised Eureka on its broader corporate strategy, financing options and provided buy-side advice in relation to a number of acquisition opportunities that Eureka was considering.
Galaxy Resources
Galaxy Resources
C$112m Acquisition of Lithium One by Plan of Arrangement
On 30 March 2012, Galaxy announced an acquisition of Lithium One to create a global, vertically integrated lithium company. Lithium One is a TSX-V listed lithium development company, whose key asset is a 70% interest in the Sal de Vida Lithium-Potash Brine project located in Argentina.
The acquisition was implemented by Galaxy acquiring all outstanding Lithium One securities via a Plan of Arrangement. The scrip-based bid, comprising 1.96 Galaxy shares for each Lithium One share, valued Lithium One at C$1.55 per share or C$112 million. This represented a 27% premium to Lithium One’s 30 day volume weighted average price up to and including 15 March 2012, the date at which Galaxy submitted its offer.
On 12 April 2012, Galaxy completed a A$30 million capital raising to institutional and sophisticated investors in support of the merger.
Azure advised Galaxy on all aspects of the acquisition and raising, including providing valuation and strategic advice, coordinating due diligence, coordinating the preparation of legal documentation to affect the transaction and assisting with market communications.
Kalahari Minerals
Kalahari Minerals
£651m Recommended Takeover of Kalahari Minerals by Taurus Mineral (a CGNPC-Nuclear Fuel Co and Cadfund JV)
On 8 December 2011, the Boards of Taurus Mineral and Kalahari announced a recommended cash offer for Kalahari. The Offer valued each Kalahari Share at 243.55 pence and Kalahari’s fully diluted share capital at approximately £651 million.
Kalahari was an AIM and NSX listed resource company with uranium, gold, copper and other base metal interests in Namibia. Kalahari’s key asset was its holding of 42.5% in ASX, TSX and NSX listed Extract Resources. Extract’s principal asset was the 100% owned Husab Uranium Project, which at the time contained the third largest known uranium-only deposit globally.
The bidder, Taurus Mineral, is a joint venture between CGNPC Nuclear Fuel Company (CGNPC-NFC), a Chinese integrated nuclear power company, and the China Africa Development Fund (CADFund). CGNPC, the parent company of CGNPC-NFC, has the largest installed capacity of nuclear power units under construction of any company globally, with current installed capacity of approximately
6.2 GWe, and another 20.8 GWe under construction.
Azure advised Kalahari during a protracted period of negotiations undertaken during a tumultuous period for the uranium sector. Following initial discussions in early 2011 with Rio Tinto (controller of the adjacent Rössing Mine) regarding the possibility of a transaction, on 8 March 2011, CGNPC-NFC announced a recommended possible offer for Kalahari at 290 pence. The Fukushima nuclear disaster occurred shortly afterwards on 11 March 2011, where the share price of comparable listed uranium companies (including developers and producers) subsequently fell by more than 50% on average. This led to an agreed re-pricing of the transaction to 270 pence, which was disallowed by the UK Takeovers Panel. Following an enforced blackout period under UK takeovers regulations, the parties recommenced discussions in October 2011 before announcing the recommended offer in December 2011. Under the terms of the Kalahari offer, upon the offer becoming unconditional, Taurus was also required to make a downstream bid for Extract Resources.
By early February 2012, Taurus had received 89.5% of valid acceptances under the Kalahari offer and announced it wholly unconditional. On 17 February 2012, CGNPC had received 94.8% acceptances and moved to compulsory acquisition of Kalahari, and launched an unconditional takeover offer for Extract Resources.
Azure acted exclusively as Kalahari’s financial adviser from the March 2011 possible offer announcement, until the eventual successful completion of the takeover by CGNPC-NFC in February 2012.
iiNet
iiNet
A$105m Acquisition of Internode
On 22 December 2011, iiNet Limited announced the acquisition of Internode, Australia’s largest privately owned broadband services company, for A$105 million. The acquisition was funded from the issue of approximately 12 million shares to Internode’s founder, Simon Hackett, cash on hand and existing debt facilities.
Internode has a strong local brand based in South Australia and customers in all states and territories. iiNet’s position as the leading challenger brand in the Australian telecommunications market and “the new number 2 provider” of DSL broadband was strengthened by the acquisition of over 260,000 active Internet and phone services, including 190,000 broadband subscribers.
Azure advised iiNet, a longstanding client, on all aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation of the business sale agreement, through to completion.
Coal Of Africa
Coal Of Africa
US$75m Acquisition of Chapudi Coal Project and related Exploration Properties from Rio Tinto
On 29 November 2010, CoAL, via one of its black empowered subsidiaries, announced it had entered into an agreement to acquire the Chapudi Coal Project and several other coal exploration properties (Related Exploration Properties) for US$75 million total cash consideration from joint venture companies held by Rio Tinto Minerals Development Limited and Kwezi Mining (Proprietary) Limited (collectively, the Vendors).
The Chapudi Coal Project is contiguous with CoAL’s Makhado project and contains an estimated 1,040Mt JORC resource whilst the Related Exploration Properties (which are twice the size of the Chapudi Coal Project by area) are contiguous to one of more of CoAL’s existing Voorburg, Jutland, Mt Stuart and Makhado Projects. The transaction also allows CoAL to retain properties that were to be exchanged with the Vendors in accordance with a prior agreement.
The total consideration of US$75 million comprises: US$45 million payable on completion of the sale, which remains subject to a number of conditions precedent and is expected to occur within 6 months; and US$30 million deferred consideration payable on the earlier of the granting of a New Order Mining Right for any farm acquired or 24 months from fulfilment of the conditions precedent to the sale.
Azure advised CoAL on all aspects of the acquisition and remains CoAL’s ongoing corporate adviser.
Paladin Energy
Paladin Energy
A$32m Recommended Takeover of NGM Resources
As part of its ongoing advisory role for Paladin, Azure was engaged to manage the recommended take-over bid for ASX listed NGM Resources Limited (NGM).
The bid was launched in July 2010 and concluded in November 2010.
The acquisition of NGM added a significant landholding in Niger’s uranium rich Tim Mersoï Basin, a region which has a long history of uranium production and hosts some of the world’s largest and highest grade uranium deposits.
Azure was involved in all aspects of the takeover.
iiNet
iiNet
$70m Placement of AAPT’s 18.2% Stake and A$60m Acquisition of AAPT’s Retail Division
In September 2010, iiNet completed the acquisition of the AAPT retail division for A$60 million, positioning iiNet as the clear leading challenger in the Australian telecommunications market. Simultaneously AAPT sold their 18.2% stake through an underwritten block trade for A$70 million to institutional investors.
The acquisition of the AAPT retail division represented over 250,000 total active services, and increased iiNet’s broadband market share to 15%. The divestment of AAPT’s 18.2% stake in iiNet to institutional investors increased iiNet’s free float with iiNet qualifying for entry into the ASX 300 index.
Azure advised iiNet, a longstanding client, on key aspects of the acquisition from assessment and valuation of the opportunity to the structuring, due diligence and negotiation of the business sale agreement, through to iiNet shareholder approval and completion.
Ammtec
Ammtec
A$175m Recommended Takeover by Campbell Brothers
On 13 September 2010, Ammtec Limited (Ammtec), an ASX-listed provider of metallurgical testing and related services to the global mining industry, announced a board recommendation for the twice increased takeover offer by Campbell Brothers Limited (“Campbell Brothers”).
The recommendation followed the rejection of an unsolicited offer made on 18 May 2010, and a subsequent increase to the offer consideration on 30 August 2010. Including dividends, the total value of the recommended offer was A$175 million, and including franking credits on those dividends, the offer represented a premium of 82% to Ammtec’s share price prior to the initial offer.
Following 90% acceptance, Campbell Brothers proceeded to compulsory acquisition on 9 November 2010.
Azure advised Ammtec on all aspects of the takeover defence.
Mesa Minerals
Mesa Minerals
A$61m Recommended Takeover by Mineral Resources
In February 2010, Mesa received an approach from a potential bidder after a shareholder meeting to replace its board was requisitioned. Under acute time pressure, Azure approached a number of counter bidders and selected Mineral Resources after a series of negotiations. A recommended takeover offer at a substantial premium was launched prior to the requisitioned shareholder meeting, at which the board successfully defended the resolutions.
During the offer, a successful Takeovers Panel application undertaken by Mesa reduced a large stake held in breach of the Corporations Act by various Mesa shareholders, who were deemed associated parties attempting to hold a second requisitioned shareholder meeting to replace the board. In August 2010, Mineral Resources was ultimately successful in acquiring 64.2% of Mesa.
Azure advised Mesa on key aspects of the offer from evaluation and selection of bidders, financial modelling, negotiation and drafting of deal documentation and assistance with 2 shareholder meetings and a Takeovers Panel application, through to market communication and shareholder lobbying. The result was a very successful outcome for Mesa shareholders, who risked losing control without being paid an appropriate premium for their shares.
CST
CST
A$135m Acquisition of Lady Annie Copper Mine from Cape Lambert Resources
In March 2010, CST and Cape Lambert Resources entered into a Sale and Purchase Agreement regarding the acquisition of the Lady Annie Project for A$135 million in cash. The transaction was successfully completed following CST’s VSA Hong Kong shareholder approval process in May 2010.
At the time of the acquisition, the Lady Annie copper project located in North-Western Queensland, Australia, had copper reserves of ~120kt and resources of 350kt of copper – these were sufficient to sustain 4.5 years of operation at 25ktpa of SX-EWcopper cathode.
Azure has worked with CST on other cross-border transactions, including the acquisition of the Martabe Gold Project in June 2009. Azure’s knowledge of Lady Annie and relationship with Cape Lambert helped CST secure the asset in less than 2 months.
Anvil Mining
Anvil Mining
Sale of Dikulushi Project to Mawson West Resources
In February 2010, Anvil announced it had reached agreement with Mawson West for the divestment of Anvil’s 90% interest in the Dikulushi tenements in the Democratic Republic of Congo (DRC).
The Dikulushi copper-silver mine was placed on care and maintenance in the fourth quarter of 2008, and the divestment formed part of Anvil’s strategy to focus on significantly larger copper projects in the DRC and specifically, its Kinsevere Stage II copper project. As consideration, Anvil received shares in Mawson West, representing approximately 28% of the issued and outstanding shares in Mawson West on an undiluted basis, top-up rights, as well as the right to appoint a director to the board of Mawson West.
Azure advised Anvil, an existing client, throughout the divestment process and the transaction was completed in April 2010.
Peak Coal
Peak Coal
Acquisition by Wildhorse Energy Limited by Scheme of Arrangement
On 1 September 2009, Peak Coal Limited entered into a Merger Implementation Agreement with Wildhorse Energy Limited to undertake two Schemes of Arrangement (Scheme) – one each for Peak Coal shares and options. Under the Schemes, participants received 1 Wildhorse share or option for every 3 Peak Coal shares or options. The merger was approved by shareholders and option holders of Peak Coal in January 2010.
Azure was appointed corporate and financial adviser to Peak Coal to secure agreement from Wildhorse to acquire all the issued securities of Peak Coal and therefore assume ownership and funding obligations for the development of the Mecsek Underground Coal Gasification (UCG) Project in southern Hungary.
The acquisition of Peak Coal complements Wildhorse’s existing uranium exploration projects in Hungary and provides operational synergies for its growth strategy in the European energy sector, by broadening its energy asset base and management expertise.
Coal Of Africa
Coal Of Africa
ZAR467m Acquisition of Nucoal
Following entry into a Share Sale Agreement in October 2009, CoAL completed the ZAR467 million acquisition of NuCoal in January 2010.
The acquisition of NuCoal, a 2.5Mtpa thermal coal producer with assets in South Africa in close proximity to CoAL’s Mooiplaats mine, transformed CoAL into a multi site producer and provides for ongoing blending and transport synergies.
Azure advised CoAL, a longstanding client, on key aspects of the acquisition, from assessment of the opportunity and the initial approach, to due diligence and negotiation of the Share Sale Agreement, through to completion.
TSMarine
TSMarine
A$47m Management Buyout of TSMarine APAC with Champ Ventures
On 16 November 2009, CHAMP Ventures Pty Ltd announced the acquisition of TSMarine Pty Ltd, the Asia-Pacific (APAC) businesses of Aberdeen-based TSMarine (Contracting) Ltd. TSMarine APAC provided a range of specialised services to the offshore oil and gas industry from its two modern, high specification vessels, with services spanning the lifecycle needs for offshore developments.
Azure was engaged by TSMarine Pty Ltd to explore alternatives to an offer from NYSE-listed Superior Energy for their UK parent. Azure considered trade sale, IPO and private equity alternatives for TSMarine APAC, and following a road show to potential equity investors in April 2009, Azure was appointed financial adviser to TSMarine and CHAMP Ventures for the MBO of TSMarine’s Australian and Singaporean subsidiaries.
The highly complex MBO involved coordinating a large number of stakeholders in addition to the client, including the UK parent’s shareholders, its senior and junior debt holders, Norwegian vessel owners, owners of the underwater ROVs, and Spanish shipyards, together with their professional advisers. Azure also advised on securing US$25 million in acquisition debt facilities to finance the acquisition.
The transaction was awarded AVCAL Best Management Buyout <$100 million in 2011.
Paladin Energy
Paladin Energy
A$18m Recommended Takeover of Fusion Resources
As part of its ongoing advisory role for Paladin Energy, Azure was engaged to manage the recommended take-over bid for ASX and TSX listed Fusion Resources Limited (Fusion).
The bid was launched in December 2008 and concluded in April 2009.
The acquisition of Fusion further consolidated Paladin Energy’s substantial land holding in the highly prospective Mt Isa region of Queensland, following its earlier takeovers of Valhalla Uranium and Summit Resources.
Azure was involved in all aspects of the takeover.
Grange Resources
Grange Resources
Agreed Merger with Australian Bulk Minerals
On 25 September 2008, Grange Resources Limited (Grange) announced a merger with Australian Bulk Minerals (ABM) to create Asia’s leading magnetite iron ore pellet producer. ABM, located in North West Tasmania, is Australia’s only pellet exporter, producing 2.3mtpa of blast furnace grade pellets for delivery to BlueScope and other Chinese customers. The offer was subject to a number of conditions, including Chinese Government and Grange shareholder approvals, which were both received in December 2008.
As part of Azure’s ongoing role as corporate adviser to Grange, Azure carried out detailed analysis of the transaction and Grange’s other options, led negotiations with the Chinese consortium of owners of ABM, carried out the valuations and deal structuring and managed all aspects of the transaction to completion.
Grange issued 380 million shares, or 76.7% of the merged entity, as consideration for 100% of ABM. ABM was majority owned by the Jiangsu Shagang Group, the largest privately owned steel mill in China. The merger completed on 2 January 2009.
Portman
Portman
A$528m Recommended Takeover by Cleveland Cliffs
On 10 September 2008, Cleveland Cliffs Inc of the USA (Cliffs) announced an all cash takeover bid for mid tier iron ore producer Portman Limited (Portman) at a price of A$21.50 per share. Cliffs already held 85.19% at the time and the purpose of the offer was to acquire the outstanding shares it did not already own.
The offer represented a premium of 24% to the 90 day volume weighted average price at a time when Portman had outperformed its peers, and the economic outlook had become uncertain. Azure advised the independent directors of Portman, who recommended the offer. The transaction completed in November 2008 after Cliffs become entitled to compulsorily acquire the remaining minority interests.
Incremental Petroleum
Incremental Petroleum
Successful Defence of A$104m Hostile Takeover by Cooper Energy
Incremental Petroleum is a Western Australian based oil & gas development and production company with assets in Turkey and the USA. On 8 September 2008, Cooper Energy announced a hostile takeover bid for Incremental Petroleum. In October a competing all cash offer was announced from TransAtlantic Petroleum, a Canadian listed oil and gas company. Azure acted as Incremental Petroleum’s defence adviser on all aspects of the Cooper’s bid.
Abra Mining
Abra Mining
Proportional Takeover by Hunan Nonferrous Corporation
Abra Mining is an ASX-listed Australian base metals exploration company. On 13 May 2008, Abra announced an agreed proportional takeover offer from Hunan-Nonferrous Corporation Limited (“HNC”) for 70% of the shares not already held by HNC (HNC’s relevant interest was 17.7% at the time).
Azure Capital was engaged to advise and manage all aspects of deal execution, ensuring that the takeover processes were effectively implemented with minimal impact on Abra’s ongoing operations. The proportional takeover successfully completed on 19 September 2008, with HNC achieving a relevant interest of 74.3% in Abra. Subsequent to the proportional takeover, Azure Capital advised Abra on the implementation of a joint venture with HNC.
Golden West Resources
Golden West Resources
Successful Defence of Hostile Takeover by Fairstar Resources
On 4 September 2007, Fairstar announced an unsolicited offer for Golden West Resources. Azure Capital acted as defence adviser to Golden West in relation to the offer. Fairstar initially offered 5 Fairstar shares for each Golden West share, however having received limited acceptances, Fairstar increased its offer to 7 shares.
Golden West’s independent directors recommended that shareholders reject the offer. Fairstar let its offer lapse in June 2008, holding a 22.9% interest in Golden West. During the offer period, Azure Capital also advised Golden West on a placement and rights issue raising approximately A$33 million to advance the Wiluna West Iron Ore Project.
Home Building Society
Home Building Society
A$592m Merger with Bank of Queensland
On 30 August 2007, Bank of Queensland Limited (BOQ) and Home Building Society Limited (Home) announced a friendly merger by scheme of arrangement. The offer price from BOQ totalled A$592 million and included a combination of scrip and cash (predominately scrip).
On the day of announcement, the implied offer price represented a 29% premium to Home’s closing price prior to the announcement. Azure Capital advised Home on this transaction which completed in December 2007.
Nova Energy
Nova Energy
A$276m Agreed Takeover Offer by Toro Energy
Azure Capital advised Nova Energy in relation to the offer made by Toro Energy to acquire 100% of Nova. The all scrip offer was negotiated after Toro made an approach to Nova, and was recommended by the Nova board and supported by Oxiana who is a significant shareholder of both companies. The offer will create Australia’s second largest uranium exploration company by market capitalisation.
Grange Resources
Grange Resources
A$40m Acquisition of Southdown Iron Ore Project from Rio Tinto
On 14 August 2007, Grange Resources announced it had agreed to acquire the tenements holding the extension of the Southdown Magenetite Deposit from Rio Tinto. The consideration was a mix of cash, shares and options that make Rio Tinto Grange’s largest security holder. Azure Capital, Grange’s long-standing adviser, led the negotiation of the consideration package and the detailed terms of the purchase.
Gemco Rail
Gemco Rail
A$34m Sale to Coote Industrial
GEMCO Rail is a leading player in the high growth rail services sector. Azure Capital was engaged by the owners of GEMCO to facilitate the sale of the business, which was successfully concluded to Coote Industrial in August 2007.
Conquest Mining
Conquest Mining
Joint Venture Agreement with Gold Fields
Azure was appointed by Conquest as lead adviser to assist in discussions with a transaction with certain significant gold producers. Azure led the negotiation with the result that Gold Fields is required to drill 150,000 metres within three years in order to earn 51% of the wider Mt Carlton area excluding the current area of focus.
The transaction removes all the exploration risk for Conquest allowing the company to pursue a dual path of becoming a producer, via development of Silver Hill, whilst retaining the ability to aggressively explore the wider Mt Carlton area.
Macmahon
Macmahon
Successful Defence of A$700m Hostile Takeover by Leighton Holdings
In July 2007, Leighton undertook a successful market raid to acquire an initial stake of 8% in Macmahon, an ASX listed contracting group operating in the civil construction and mining sectors. Azure had acted as corporate adviser to Macmahon in relation to a number of transactions over the previous three years and was subsequently appointed Joint Defence Adviser with UBS, after Leighton indicated it was seeking to build a significant stake in Macmahon.
Leighton’s interest in Macmahon was seen as being both a pre-emptive action against a potential competitor as well as recognition of Macmahon’s success. The defence focused on preventing Leighton from gaining de-facto control without payment of a premium, primarily through ensuring share price strength, whilst developing other defence strategies including identifying and activating potential white knights.
Macmahon ultimately negotiated a standstill agreement with Leighton at a 15.6% shareholding, which included a MOU for a partnering relationship in exchange for one board seat.
Grange Resources
Grange Resources
Joint Venture with Sojitz Corporation for 30% of Southdown Project
Azure Capital was appointed as Grange Resources’ financial adviser in January 2006 and advised Grange on a number of matters relating to the development of its Southdown Magnetite Project. In June 2007, after discussions and negotiations with many iron ore and steel sector participants, Grange announced it had entered into a Joint Venture with Sojitz Corporation.
Sojitz is a global Japanese trading company with numerous mineral investments in Australia and around the world, which include the Nibrasco joint venture with CVRD in Brazil.
Paladin Energy
Paladin Energy
A$1,230m Hostile Takeover of Summit Resources
As part of a long term relationship with Paladin, Azure Capital was engaged to manage the Hostile take-over bid for ASX listed Summit Resources Limited (Summit). The bid was launched in February 2007 and concluded in June 2007. During the bid, Summit negotiated a cornerstone stake with French nuclear group Areva, who were to receive Uranium marketing rights in return. Following this announcement, Paladin raised its offer price and won a recommendation from the Summit Board. The revised bid valued Summit at A$1.2 billion.
Bri-Tech
Bri-Tech
A$26m Private Equity Trade Sale
Bri-Tech is a privately owned business involved in the distribution and manufacture of products for the electricity transmission industry. Azure Capital was engaged to manage a competitive trade sale of the business, including information memorandum preparation, bid solicitation, data room management, shortlisting and negotiation with preferred parties, and development of transaction documentation.
Azure Capital solicited a number of bids from private equity and trade firms, resulting in the successful sale of the business to a private equity firm at a valuation at the top end of the expected range.
Agincourt Resources
Agincourt Resources
A$418m Recommended Takeover Offer by Oxiana
Agincourt Resources, a long standing client of Azure Capital, received an approach from Oxiana for a friendly takeover in early 2007. Azure advised Agincourt on all aspects of the transaction, and was principally responsible for the negotiation of the offer price which was a 39% premium to the pre offer VWAP. Circumstances necessitated completion of negotiation and pre offer due diligence in a very short timeframe which was achieved under the management of Azure. The offer was supported by Newmont Mining Corporation, Agincourt’s major shareholder.
Macmahon Holdings
Macmahon Holdings
A$70m Sale of the Allplant Hire Division to Coates Hire
Azure Capital has a long standing relationship with Macmahon and had been advising Macmahon for some time on optimising their capital structure and balance sheet and advising on acquisitions. Following an approach from Coates to purchase Macmahon’s plant hire division, Azure Capital was engaged to manage all aspects of the sale process, which included valuation, consideration of alternative bidders, transaction structuring, negotiation, and coordination of due diligence, legal, accounting and tax advisors, resulting in a successful sale in November 2006.
Paladin Energy
Paladin Energy
A$174m Recommended Takeover Offer for Valhalla Uranium
Building on its corporate advisory role for Paladin, Azure Capital was engaged to manage the friendly take-over bid for ASX listed Valhalla Uranium Limited (Valhalla). The bid was launched in July 2006 and concluded in October 2006. The acquisition was the first step in Paladin securing a majority stake in the Valhalla & Skal uranium deposits in northern Queensland which form part of the Isa Uranium Joint Venture. Summit Resources, the subject of another Paladin takeover role for Azure, is the other partner to the joint venture.
Agincourt Resources
Agincourt Resources
US$80m Acquisition of Martabe Gold and Silver Project
In August 2006 Agincourt Resources completed a company transforming transaction by acquiring the Martabe Gold and Silver Project. A competitive sale process had been operated by Newmont Mining Corporation. Aside from offering a competitive price the bidders also required the approval of the Indonesian government and a strong Indonesian joint venture partner.
The Agincourt consortium, put together and advised by Azure Capital, was successful after a contested 6 month process and then successfully raised $150 million to fund the acquisition via a placement underwritten by Wilson HTM and Deutsche Bank.
Home Building Society
Home Building Society
A$120m Merger by Scheme with Statewest Credit Society
Azure Capital was appointed as an adviser to Home Building Society in 2004. After assisting with a number of other initiatives, Azure advised Home on the acquisition of StateWest Credit Society (StateWest). This complex transaction involved the demutualisation of StateWest and subsequent merger by scheme of arrangement. It was the first time in Australia that a listed financial services business had acquired a mutual credit union.
The transaction was warmly received by the capital markets and Home’s share price increased more than 60% from pre transaction levels on announcement. The merger formed Western Australia’s largest independent regional financial institution.
CST
CST
US$211m Acquisition of the Martabe Project From Oz Minerals
In April 2009, CST and OZ Minerals entered into a Sale Agreement with regards to the acquisition of the Martabe Project for US$211 million in cash, after CST emerged from a competitive sale process as the successful bidder.
The Martabe Project, with resources of close to 6 million ounces of gold and 60 million ounces of silver, is located in Northern Sumatra. Its previous owners include Agincourt Resources and Newmont Mining. The Project has 18 months of construction remaining once work restarts and will produce around 230koz of gold per annum for the first six years of the current nine year production schedule.
Azure acted as financial adviser to China Sci-Tech and was involved throughout all aspects of the acquisition.
Consolidated Minerals
Consolidated Minerals
A$77m Recommended Takeover Offer for Reliance Mining
Consolidated Minerals was a producer of manganese and chromite looking to expand its resource into other stainless steel materials. Azure Capital advised Consolidated Minerals in approaching Reliance Mining, the owner of the Beta Hunt and East Alpha nickel mine in Kambalda.
Azure led the negotiation of the recommended offer over the Christmas break when markets were closed and managed efficient completion of the transaction over the following two months.
Monarch Resources
Monarch Resources
A$40m Recommended Takeover Offer for Siberia Mining Corporation
Monarch Resources is a Western Australian focused gold producer and was advised by Azure Capital in acquiring Siberia Mining, which held complementary tenements in the same region as Monarch. The 100% scrip offer was recommended by Siberia and supported by its major institutional shareholders. The transaction enabled Monarch to increase its resource base and ultimately commence production of gold from its Davyhurst Mill in August 2008, some 18 months after completion.