Mining engineering group DRA Global to quit ASX after just three years

Mining engineering group DRA Global is quitting the Australian Securities Exchange after a three-year dalliance best remembered for a severe Takeovers Panel admonishment over a secret boardroom revolt.

The company, now valued at just $100 million and also traded on the Johannesburg Stock Exchange, on Wednesday went into a share trading halt before announcing a plan to pull both listings.

The exits must be approved by shareholders in Australia and South Africa and will be accompanied by a $23.1m buyback of 20 per cent of DRA’s shares.

DRA pointed to the lack of liquidity in the stock, which is tightly held by former and current staff and management and languishing at less than half of the $3.95 issue price of its modest float in May 2021.

It said “the benefits anticipated from the stock exchange listings in 2021 have not eventuated, and are unlikely to realised in the near term”.

Many of its shareholders were “not active sellers”, contributing to the “very low levels of trading” in the company’s shares.

“Accordingly, the DRA directors no longer believe the cost and regulatory burden of maintaining the ASX and JSE stock exchange platforms are justifiable,” DRA said.

The South Africa-founded group relocated its head office to Perth in 2017 through a reverse takeover of local firm Minnovo Engineering.

It builds, operates and maintains mining plants, earning a reduced net profit of $6 million on a small increase in revenue to $445m in the June half-year.

Without a pressing need for cash, it raised less than $12m in its initial public offer.

However, DRA was quickly at odds with regulators after its stand-in boss and now chief executive James Smith and two other senior executives were banned in May 2022 for six months from taking up a directorship with the firm in the wake of an internal power play.

The Takeovers Panel ruled that secret negotiations between Mr Smith, Alistair Hodgkinson and Darren Naylor in February 2022 to take control of the group breached the Corporations Act.

The rebellion and the agreed departure of then-chief executive Andrew Naude as part of a peace settlement were kept secret by the board and only disclosed publicly a month later in a personal complaint to the Takeovers Panel by DRA’s corporate affairs chief, who has since left the company.

Mr Naude last year sued DRA in Federal Court claiming he was denied whistleblower protection and subjected to “ongoing personal criticism and antagonistic behaviour” by fellow directors when he raised concerns about alleged misconduct and potential regulatory breaches.

Mr Naude’s civil action also targets current and former directors and executives, including Mr Smith and former chair Peter Mansell.

DRA is defending the action and has counter-sued Mr Naude.

The company’s shares last traded at $1.81, well off their record 2021 high of $4.43. Average daily volumes have barely exceeded 2500.

The delistings will be put to an extraordinary meeting of shareholders in Johannesburg on November 7 and must be approved by 75 per cent of shares voted.