NRW Holdings Limited · ASX:NWH
NRW — Merger or Acquisition (November 2020)
17 slides from NRW's merger presentation, Nov 24, 2020
Slide 1: Recommended Takeover Offer
For personal use only RECOMMENDED TAKEOVER OFFER 24 November 2020
Slide 2: Transaction Strategic Rationale
TRANSACTION STRATEGIC RATIONALE • NRW has announced a conditional off-market takeover offer to acquire 100% of Primero Group Limited (ASX:PGX) for an For personal use only implied equity value of ~$100M1. • Primero is a multi-disciplinary engineering group specialising in the design, construction an
Slide 3: Transaction Details
TRANSACTION DETAILS Unanimous support from Primero’s Board For personal use only • Conditional off-market takeover offer unanimously recommended by the Primero Board. • Consideration payable: ACQUISITION − $0.275 cash; plus OVERVIEW − 0.106 NRW shares per Primero share. • Offer values the Primero sh
Slide 4: Benefits for Primero Shareholders
BENEFITS FOR PRIMERO SHAREHOLDERS VISION FOR THE COMBINED GROUP • For personal use only Retain position as a leading, diversified provider of contract services to the resources and infrastructure sectors in Australia. 01 • Draw on the strengths of NRW to support the Minerals, Energy & Technologies p
Slide 5: Primero Snapshot
PRIMERO SNAPSHOT • Founded in 2011, Primero is a vertically integrated engineering group specialising in the design, construction and operation of projects in the Mineral Processing, Energy and Non-Process Infrastructure markets as a turnkey solution provider. For personal use only • Primero provide
Slide 6: Primero Value Chain – Core Competencies
PRIMERO VALUE CHAIN – CORE COMPETENCIES FUNCTIONAL ACTIVITY & For personal use only KEY DRIVERS AND COMPETITIVE ADVANTAGE ECONOMIC LEVERAGE DESIGN • Strong technical and discipline-specific expertise Feasibility and FEED Early Contractor Involvement • Key enabler for future large EPC contract awards
Slide 7: Primero Clients & Project Diversity
PRIMERO CLIENTS & PROJECT DIVERSITY TIER 1 CLIENT BASE For personal use only CURRENT PROJECTS COMPOSITION FY20 REVENUE BY COMMODITY EXPOSURE 2% CURRENT PROJECTS 6% Base Australia 28 8 5 49% 38% Lithium Metals 1% 3% Potash Power / O&G Iron ore 1% Americas 7 2 - Gold Other Europe 3 - - Asia 2 - - 7
Slide 8: Clear Strategic Rationale
CLEAR STRATEGIC RATIONALE Primero adds a full EPC delivery capability to NRW For personal use only Complete End to End • Front end project incubator – feasibility and early-stage project development • High success rate from early-stage involvement and project integration • Ability to offer full turn
Slide 9: Recent / Current Primero Projects – Rio Tinto Koodaideri NPI
RECENT / CURRENT PRIMERO PROJECTS RIO TINTO – KOODAIDERI NPI For personal use only Mine Facilities and Airport Terminal • Access: 1 March 2020 • Central facilities and landside Airport Under Construction • Demobilisation: August 2021 • HME Infrastructure • Contract value: Circa $150M • Fixed Plant M
Slide 10: Recent / Current Primero Projects – FMG Christmas Creek
RECENT / CURRENT PRIMERO PROJECTS FMG – CHRISTMAS CREEK For personal use only OPF2 WHIMS Beneficiation Plant • Access: March 2020 • 12 WHIMS units to recover saleable product from < 1mm fraction • Completion: December 2020 historically lost to desanding / tails • Contract value: Circa $75M • 2,200m3
Slide 11: Recent / Current Primero Projects – Hazer Group Demonstration Plant
RECENT / CURRENT PRIMERO PROJECTS HAZER GROUP – DEMONSTRATION PLANT For personal use only Hydrogen – the energy of the future • Currently delivering world leading technology – Hazer Group commercial demonstration plant • 35 opportunities currently being tracked with complete strategy currently being
Slide 12: Primero HSE & People
PRIMERO HSE & PEOPLE • Primero is focussed and managed around a culture of safety and protecting its people. For personal use only KEY FY20 SAFETY & PERSONNEL STATISTICS 1,371,374 0 Total personnel hours worked Lost Time Injuries (LTI) 1.66 >92% Total Recordable Injury Frequency Staff retention rate
Slide 13: NRW Business Structure
NRW BUSINESS STRUCTURE • Primero extends offering in NRW’s 4th Pillar – renamed “Minerals, Energy & Technologies” For personal use only • Combined with RCR Mining Technologies and DIAB Engineering the businesses are well placed to secure work given the strong pipeline of opportunities in the resourc
Slide 14: Positioned for Future Growth
POSITIONED FOR FUTURE GROWTH 2020 Addition of • Strategic acquisition of Primero supports the continued growth of NRW’s strategic platform to service clients - from early planning, For personal use only design, development, construction to operations and maintenance. EPC CAPABILITY 2019 (NOV) Primer
Slide 15: Summary
SUMMARY • Acquisition of Primero significantly extends capability in NRW’s 4th Pillar – renamed “Minerals, Energy & Technologies”. For personal use only • Represents a further diversification and growth of NRW’s broad strategic platform to service clients. − From early planning, design, development,
Slide 16: Disclaimer
DISCLAIMER SUMMARY INFORMATION • This document has been prepared by NRW Holdings Limited (NRW) and includes information regarding the conditional takeover offer by NRW to acquire all of the shares on issue in Primero Group Limited (Primero) (the Transaction) and should be read in conjunction with th
Slide 17: NRW.COM.AU
For personal use only NRW.COM.AU