As a strong advocate of the dynamic small-mid cap market in Australia, Derek has guided numerous companies, through his "trusted adviser" relationship with entrepreneurs and founders, to successful listings on the Australian Securities Exchange, including ERM Power Limited, Shine Justice Ltd (Shine Lawyers), Superloop Limited, Megaport Limited, Novonix Limited, and State Gas Limited.
In addition, Derek has a particular interest and passion in shareholder activism. He is regularly appointed to act for major shareholders seeking board renewal and strategic change to proactively protect their investments. In that role, Derek’s strategic advice is regularly sought on Takeovers Panel proceedings.
Clients seek his forensic knowledge and understanding of equity markets and appreciate his strategic and personal approach to every deal. He is known for his ability to be easy to work with, to simplify rather than complicate issues and to be a formidable advocate in hostile or contested corporate actions.
Representative Legal Matters
Derek has acted on a number of notable transactions, including the following:
- Acted for ALS Limited on its AUD 80 million off-market takeover bid for HRL Holdings Ltd in 2022 and the AUD 80 million sale of its industrial business (by share sale) to SRG Global Limited in February 2023, before which Derek also advised on its AUD 39 million acquisition of MinAnalytical Laboratory Services Australia Pty Ltd (which operates a geochemistry business based in Western Australia) in December 2021, and on its multi-jurisdictional corporate group restructure.
- Acted for Superloop Limited on its AUD 17.5 million IPO in June 2015, with ongoing advice to the company on various capital markets transactions, including a placement and share purchase plan to raise AUD 49.3 million in December 2015, an accelerated non-renounceable rights issue to raise AUD 35.3 million in June 2016, a placement and accelerated non-renounceable rights issue to raise AUD 30.87 million in February 2019, and a placement and accelerated non-renounceable rights issue to raise AUD 100 million in June 2021, and on various M&A transactions, including its AUD 110 million acquisition of Exetel Pty Ltd (Australia's largest independent internet service provider) in August 2021, its AUD 140 million sale of its Hong Kong operations (by share sale) and certain assets in Singapore to funds affiliated with Columbia Capital and DigitalBridge Investment Management in April 2022, its AUD 15 million (plus earn-outs of up to AUD 20 million) acquisition of the Acurus Holdings Pty Ltd group (a white-labelled internet service provider and technology consulting business) in June 2022, its mutual preferred network partnership with Uniti Group Limited in October 2022, its AUD 35 million (plus earn-outs of up to AUD 15 million) acquisition of the VostroNet Holdings Pty Ltd group (a leading infrastructure owner and internet provider) in October 2022, and its AUD 13.3 million acquisition of a subscriber base from MyRepublic Pty Ltd in December 2022.
- Acted for Rio Tinto Minerals Limited on Australian aspects of its USD 825 million acquisition of the Rincon lithium assets in Argentina (by way of the acquisition of Rincon Mining Pty Ltd and Lithium Extraction Technologies (Australia) Pty Ltd) in March 2022.
- Acted for the largest shareholder of Intrepid Mines Limited to renew the board of directors and pursue a strategic sale of copper assets, following which, acting for Intrepid Mines Limited, Derek advised on its off-market takeover bid for AIC Resources Limited, a "reverse" takeover under the ASX Listing Rules.
- Acted for Queensland Pacific Metals Limited on various capital markets transactions, including a placement and share purchase plan to raise AUD 20 million in April 2021, the investment in it by LG Energy Solutions and POSCO (who took a USD 15 million equity stake and entered into a binding ten year offtake for nickel and cobalt) in June 2021, a placement to raise AUD 30 million in December 2021, and the investment in it by General Motors Holdings LLC (who took an initial USD 20.1 million equity stake, with a total conditional commitment of up to USD 69 million, and entered into a binding long-term offtake for nickel and cobalt).
- Acted for VALD Pty Ltd on its acquisition of NMP Technologies Limited and NMP Forcedecks Limited (and their neuromuscular performance analysis technology) in July 2018, for which the company was awarded the Sports Technology Awards Deal of the Year, following which Derek also advised on the investment made in VALD Pty Ltd by Queensland Business Development Fund, and on VALD Pty Ltd's convertible note issue in October 2020, USD 12.5 million debt financing transaction with Canadian private equity fund, Vistara Technology Growth Fund (Canada), in March 2022, and USD 5 million debt financing transaction with Vistara Technology Growth Fund (Canada) and QIC Investments No. 3 Pty Ltd (Queensland Business Investment Fund) in November 2022.
- Acted for Flight Centre Travel Group Limited on its issues of unsecured notes under various prospectuses in connection with its business ownership scheme.
- Acted for Metro Mining Limited on its contested AUD 50 million off-market takeover bid for Gulf Alumina Limited, including in relation to a Takeovers Panel application made in connection with the bid, following which Derek advised Metro Mining Limited on a number of subsequent capital raisings to support the development of its Bauxite Hills Mine north of Weipa on Western Cape York, including a placement and non-renounceable entitlement offer to raise AUD 52.4 million in February 2017, a placement to raise AUD 38 million in June 2017, a placement to raise AUD 17.5 million in June 2018, a placement and accelerated non-renounceable rights issue to raise AUD 25.5 million in June 2021, and a two-tranche placement and share purchase plan to raise AUD 27.4 million in August 2022.
- Acted for Sovereign Cloud Holdings Limited on its AUD 20 million IPO in December 2020 and its subsequent placement and accelerated non-renounceable rights issue to raise AUD 35 million in November 2021 (including the cornerstone investment by a wholly-owned subsidiary of NEXTDC Limited).
- Acted for KGL Resources on its non-renounceable rights issue to raise AUD 23.04 million in May 2022.
- Acted for a syndicate of investors on their AUD 45.3 million acquisition of a collective 40.18% interest in Onslow Marine Support Base Pty Ltd (and the Onslow Beadon Creek Boat Harbour Wharf) in March 2021.
- Acted for the shareholders and executive management of Digital Sense Hosting Pty Ltd, a data management service provider, on the AUD 40 million sale of Digital Sense Hosting Pty Ltd to Over the Wire Holdings Limited in October 2020.
- Acted for Round Oak Minerals Pty Ltd (formerly CopperChem Pty Limited), a wholly-owned subsidiary of Washington H. Soul Pattinson and Company Limited, on its AUD 73.18 million acquisition of the Jaguar mine in Western Australia, an underground high precious metal mine, from Independence Group NL in May 2018, before which Derek also advised on its AUD 47.2 million acquisition of the Stockman underground copper-zinc project in northeast Victoria from Independence Group NL in December 2017.
- Acted for State Gas Limited on its AUD 5.25 million IPO in October 2017, which saw the company become the first east coast gas developer/explorer to debut on ASX in more than a decade (since Pure Energy Resources in 2006).
- Acted for Megaport Limited on its AUD 25 million IPO in December 2015, with ongoing advice to the company on various capital markets transactions, including a placement and share purchase plan to raise AUD 60 million (and concurrent AUD 25 million founder sell-down) in March 2018, and a placement and share purchase plan to raise AUD 60 million (and concurrent AUD 20 million founder sell-down) in March 2019, and on its USD 15 million acquisition of InnovoEdge, Inc. in August 2021.
- Acted for Shine Justice Ltd (Shine Lawyers) on its AUD 45 million IPO in May 2013, following which Derek also advised on numerous subsequent capital raisings, acquisitions, and corporate governance matters.
- Acted for Cardno Limited on the AUD 572 million proportional takeover bid by Crescent Capital Investments Pty Limited.
- Acted for QGC Pty Limited (formerly Queensland Gas Company Limited) in the largest takeover bid ever in Queensland, after an AUD 5.6 billion acquisition by way of on-market takeover bid by BG Group plc.