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The Directors and Associates of Delaney Jones Gillett & Associates (DJG) have wide experience across most aspects of the operation of professional services companies.

Mergers and Acquisitions

The Directors and Associates of DJG have wide experience in all aspects of mergers and acquisitions.

Key areas of merger and acquisition due diligence particularly relating to professional services companies are:

• Backlog analysis
• Project % complete and analysis of work-in-progress analysis
• Review of over-due payments, particularly relating to technical conflicts
• Risk analysis of Go/No Go, project approval and other technical including peer review processes
• Competitor analysis
• Key personnel review including assistance with appointments to key positions
• Company, branch, office and team integration advice

The DJG team knows and understands that mergers and acquisitions do not generally fail because of poor due diligence. Those that fail generally do so because of poor staff and process integration after the merger or acquisition has actually taken place. Prioritising what needs to be done immediately after a merger or acquisition is critical and too often managers spend too much time dealing with lesser important issues than the critical aspects that are all associated with staff integration, staff retention and all other aspects relating to staff and their concerns.

The DJG team also has wide experience in a range of situations when a merger or acquisition is not the best way forward, such as, partial ownership, joint ventures, licensing, co-operation agreements, etc. Some of these options might be seen as a means for companies to understand each other better, with a merger or acquisition a possible future scenario.

Mentoring and Coaching

Using wise and experienced professionals and managers to pass on knowledge and wisdom is a critical part of developing a great professional services organisation. However, mentoring is one of those human resource areas that gets both good and bad press.

The worst mentoring situations are when an organisation decides that it is going to have a formal mentoring programme, and everyone is going to be involved, either as a mentor or a mentoree! Many of us been in, or seen as an external observer a number of situations where this has been attempted. There have been successful across-organisation mentoring programmes, but they are possibly few and far between.

Every instance of successful mentoring that the DJG Directors and Associates have been involved in has either been when someone more junior has asked a respected senior person to be their mentor, or when a senior peer or colleague has personally one of us to mentor or coach someone they consider would develop by being involved in such a relationship. Informal mentoring programmes such as between junior staff and more experienced staff or between developing managers and company leaders seem to occur in a widespread way across vibrant and growing organisations.

However, as staff become more senior and more experienced finding mentors and coaches becomes much harder. This is where the experience, the wisdom and in many respects the seniority of the DJG Directors and Associates can help.

DJG’s Project Examples

International Mining Client in Australia
Industry: Commodity Exports
Services Summary: Corporate strategy and board level advice

International Investor in Australia
Industry: Railway Infrastructure
Services Summary: Project approvals strategy

Australia-Wide Community Organisation
Services Summary: Corporate strategy/services and property rationalisation

Australian Private Family Corporation
Services Summary: Infrastructure and land strategy

International Corporate Advisory Group
Services Summary: Internal audits of energy projects in Australia

Australian Project Proponent for Major Public & Private Water Industry Project
Services Summary: Project initiation, project concept, business strategy and project management

International Investment Bank
Services Summary: Advice regarding corporate strategy and investor attitudes regarding a major merger transaction

Australian Private Agricultural Business
Services Summary: Private business acquisition/advice, strategic property and business advice

Australian Listed Company
Industry: Minerals Exploration
Services Summary: Corporate strategy and project development options, board level advice

Australian Energy Technology Company
Services Summary: Investor assessment of business strategy/opportunity

Australia is built on foreign investment and continues to depend to a large extent on foreign capital inflows and the direct participation of foreign investors in the economy for its continued growth.

As a developed economy and a member of the G20, Australia also offers foreign investors a stable and attractive base to expand their businesses into some of the world’s fastest growing markets. These include not only Australia, but also China, India and the ASEAN countries.

Australian governments of all political persuasions welcome foreign investment whether through new ventures or via mergers and acquisitions. There are some restrictions on foreign investment in Australia and in these cases approval is required from the federal government and its Foreign Investment Review Board (FIRB).

Examples of these requirements relate to the nuclear, media, telecommunications and agricultural sectors; investments above certain dollar thresholds and; investments by state owned enterprises from any country. Applications from or into these sectors are assessed under the Foreign Acquisitions and Takeovers Act (FATA) and policy guidelines issued from time to time by the federal Treasurer. One key element of these applications is an assessment of whether the investment proposal is in Australia’s national interest.

Australia also has its own market characteristics that can affect an investor’s successful entry into Australia. For example, the interaction between federal, state and local government needs to be understood in the Australian context rather than relying on overseas models or perceptions.

Against this background, DJG & Associates can assist foreign investors through the successful application of its project and business services. These include:

• Identification of market opportunities and the development of strategies and plans to capture those opportunities
• Assessment of various aspects of the Australian market, including: the competitive landscape and analysis of how the Australian market might behave differently than that the foreign investor is used to
• Review of potential business partners including project joint venturers and potential business models that an investor could implement
• Identification of specialist service providers including legal, finance, due diligence specialists, communications and community relations
• Interpretation and assessment of the practical implications of federal, state and local government policies, legislative and regulatory frameworks applicable to the investor’s business. Examples include: environment, workplace relations, competition policy, health and safety.
• Where applicable, advise on strategies to obtain foreign investment approvals including the development and presentation of arguments to establish how particular proposals are in Australia’s national interest
• Advising on project management and set-up including: project scoping, tender preparation, contract negotiation, risk assessments and mitigation strategies
• Assisting in the due diligence of existing resources or facilities and advising on the capacity of potential business partners to meet the investors’ needs

DJG’s Directors and Associates all have significant and senior experience in growing businesses in Australia and Asia and in facilitating foreign investment into the country. They are available to provide investors with practical, experienced, independent and confidential advice.

Our Property Services expertise is focussed on servicing clients through enhanced financial return on property development. DJG is able to draw upon a highly experienced team of accomplished professionals able to develop strategy and plan and execute complex property projects. Our diversified team of senior professionals has a proven track record of identifying land reuse and development opportunities and enhancing asset value. We specialise in property opportunities with complex issues such as arising from change of use, planning requirements or site contamination. We can analyse different alternatives and assist clients to manage issues through to achieve a successful commercial outcome.

DJG is flexible in the manner in which its services are engaged. It is the ideal partner for corporations and government entities having some land and project development skills in house but where they may require support to assess different options and / or to carry them through the many processes necessary to achieve the successful development/sale outcome desired. Alternatively DJG can assemble the personnel resources to manage projects from inception to completion.

Focus On Results

We understand that at the front end of projects, or when contemplating a prospective deal, there is a need for experienced people to provide quick answers and invariably establish concepts within planning guidelines to help with decision making. When the prospect becomes a reality, DJG can assist with more detailed planning, often involving engagement of a variety of building, real estate and development professionals. Our team would be tailored to the needs of a project, adjusted to complement the capabilities of the client’s own team To allow consideration of options and client preferences to enhance the value of the asset, DJG can provide reliable budgets for various options, with clear explanations of assumptions and risk, and an understanding of the planning and environmental regulations applicable to each site.

We also understand that some clients are looking for creative commercial ideas, and in some cases DJG may be aware of opportunities which clients may appreciate being brought to their attention. It may be that DJG can introduce potential owners, service providers and investors to a project or investment opportunities. Because of our technical, commercial and regulatory background, DJG can offer particular skills in a potential change of use, which may require dealing with a variety of planning, building condition, heritage or environmental issues.

DJG can assist at each of the typical stages in the development process, or stay with the project through the whole process.

DJG’s Property Skills

DJG’s personnel are able to provide strategic, commercial and technical property advice, assisting in all stages of the property lifecycle. Our services include:

Statutory Planning

• Assessing General Statutory Provisions, Town Planning Scheme Amendments and Re-zonings
• Metropolitan Region Scheme Amendments
• Development Applications and Planning Approvals
• Subdivision Applications
• Town Planning Appeals, Expert Evidence in appeals

Development Management

• High order strategic advice
• Authority negotiations on infrastructure
• Ministerial advocacy on behalf of client
• Site selection and disposal studies
• Options analysis for alternate sites
• Financial evaluation and net land value considerations, and lender security
• Funding options
• Asset redevelopment options
• Establishment and resolution of regulatory authority requirements
• Strategic land- use master planning
• Financial analysis of development options
• Project governance

Site decontamination and change of use

One of the DJG team’s specialty areas covers projects associated with recovering value from industrially degraded land or from former extractive industry and mining sites. DJG can provide skills and experience gained from working on complex projects throughout Australia and internationally to deliver creative commercial outcomes that contribute to clients’ continued prosperity.

• Site assessment; desktop through to detailed studies
• Representation to local and state authorities
• Remediation (clean up) options development, costing, evaluation of commercial options and project planning
• Remediation implementation, validation
• Post development, site management requirements

Technical Advisory Services

• Pre-acquisition planning, environmental and engineering due diligence
• Project scoping and preparation of client brief
• Strategic property review
• Negotiation of agreements for lease
• Negotiation of site or building acquisition
• Establish “value add” to property opportunities
• Effective project procurement review and implementation
• Project programming
• Management of the delivery of capital works
• Design management on development schemes

Audits/Due Diligence

• Environmental and engineering due diligence reviews prior to purchase
• Assistance with sale/acquisition negotiations
• Liability assessment using probabilistic cost estimation
• Implementation of findings

DJG’s Commercial Approach

DJG is primarily a fee for service business. However we recognise that client budgets at the front end of development, acquisition or divestment can be limited, so DJG is in the position to offer to work under various forms of remuneration, to assist client cash flow. Depending on the project, we can offer: fixed fees for agreed scopes; payments for agreed milestones; and dependent upon the circumstances , we are willing to discuss, deferred payment, part cash/part equity, joint venture or other arrangements. We work under commercially sound and equitable forms of contract, either DJG’s standard, or for larger projects, client’s standard adapted to the assignment, or an industry standard contract as the case may require.

DJG offers engagement and management of other consultants and contractors either directly or on behalf of the client. Our knowledge of the industry, allows us to select service providers that match the project needs.DJG is willing to consider joint ventures or equity participation in special purpose corporate entities in addition to our involvement as property professionals. Each opportunity is considered on its merits and DJG is willing to respond to such opportunities.

Mining has made a large contribution to Australia’s well-being and prosperity and has influenced Australia’s history in fundamental ways, shaping the country and its people. The past competitiveness of the industry has been underpinned by technical innovation, good labour productivity, an attractive investment environment and trusted relations with Government. Recently, many of these success factors are at risk. For example, concerns about capital and operating costs in Australia, relative to international competitors. Project delays, energy costs, tax changes and other factors have combined to change the climate for mining and mineral processing.

Australia’s inherent attractiveness remains, but rival suppliers are working hard to match or better Australia in the global marketplace. State and Federal governments, and community attitudes, have led the debate which focuses on sharing the benefits rather than building the industry. Mining as a whole is more than double the size it was in 2006 which means there is a bigger industry to operate, maintain and sustain.

For governments, companies, communities and individuals involved in the sector, this is a time of great challenge.

Existing capital assets have to work more efficiently, and new capital expenditure for a given productive capacity will have to be comparable with competitor countries for new projects to be viable. Operating costs have to be brought into line with international benchmarks and higher energy costs have to be absorbed. Governments and industry need to cooperate to meet these challenges. Service providers, Constructors and Owners need to cooperate and utilise proven project delivery methods to minimise disputes, and meet cost and time constraints. Safety standards must continue to improve, and the environment protected right through from concept to closure rehabilitation.

Some rationalisation of ownership of properties is underway. Different issues affect each commodity group. Some companies are looking to share or divest themselves of non-core assets, infrastructure, or to improve utilisation.

In this environment all industry participants are adjusting their business models. This is where DJG can assist. Our Principals and our Associates embody many years of experience and are available to help through the whole business cycle. We have particular experience in:

• Project initiation, acquisition, divestment
• Due diligence
• Foreign investor assistance
• New business and market entry
• Government and stakeholder relations
• Approval process improvement and planning
• Selection, scoping, briefing and managing service providers
• Review of business plans
• Risk review and quantitative decision making
• Project setup
• Provision of key people to work within or alongside client teams
• Oversight of cost , schedule, quality, environment and safety
• Independent, confidential reporting

Our Principals have been in senior management positions within owners and service providers. They know the industry. They have seen mining industry cycles of the last few decades and bring a balanced perspective. They are optimistic about the future and believe many of the changes required are already underway in the industry, and that the lessons learned from current times will make us stronger.