Leading fit-out and refurbishment company, with a national presence and sector diversification.

Key Investment Highlights

Introduction

SHAPE Australia Corporation Ltd (ASX: SHA) was established over thirty years ago as a business focused solely on office fit-out and refurbishment to organisations in Canberra, Melbourne and Sydney, SHAPE has grown to become one of Australia’s leading fit-out and refurbishment companies, with a national presence across commercial and government, hospitality, healthcare, education, defence and retail sectors.

SHAPE has long-standing relationships with a broad suite of blue chip clients including ASX 200, internationally listed and large multinational companies and government bodies which include the Australian Federal Government, The Star, ACT Health, Monash University, WeWork and Commonwealth Bank of Australia.

Demand for SHAPE’s core fit-out and refurbishment services is linked to underlying building and construction activity in Australia, specifically that of non-residential construction that includes industrial, public and commercial facilities. SHAPE is also exposed to underlying office space demand, including the construction of new office buildings, as well as the fit-out/reconfiguration of existing spaces for new or current tenants/owners.  The Company’s high level of customer satisfaction and customer longevity drives repeat business with SHAPE firmly positioned as a partner of choice.

SHAPE has proven capabilities in executing projects of varying sizes including from sub $1 million minor works up to complex projects worth over $100 million, enabling the business to support and service customers for all their fit-out and refurbishment needs. SHAPE’s organic expansion has resulted in a steady growth in the number of projects being undertaken - rising from 530 in FY19 to 558 in FY21.

As at 30 September 2021, SHAPE had a secured forward order book of $247 million and a total identified future project pipeline of ~$1.9 billion.  FY21 pro forma revenue was $557.2 million, and the Company will target a dividend payout ratio of between 70% - 90% of its NPAT.

 

Offer Overview

SHAPE Australia Corporation Ltd is looking to undertake an IPO on ASX to raise $2.0m via the issue of up to 1.02m shares at an offer price of $1.96 per share.  The company will have an indicative market capitalisation of approximately $163m with an Enterprise value of approx. $53.6m.

The purpose of the Public Offer is to provide the Group with the benefits of being a listed group and fund the costs of the Offers and the Listing.

The declaration and payment of a dividend by the Company is at the discretion of the Board. However, it is the intention of the Board as at the date of the Prospectus to declare an interim dividend in respect of the half year ending 31 December 2021 that targets a dividend payout ratio of between 35% - 45% of its NPAT. Thereafter, it is the intention of the Board as at the date of this Prospectus that the Company will target a dividend payout ratio of between 70% - 90% of its NPAT.

Industry Overview

The Australian building and construction sector is expected to reach $253 billion in 2021, reflecting moderate annual growth of ~3%. The sector is exhibiting resilience in the face of the COVID-19 trading environment, as comprehensive government policy measures, vaccination rates and stimulus drive the market recovery. Significant government capital expenditure plans in the near to medium term are expected to offset the slowdown in private sector investment, with public investment forecast to grow by over 6% in 2021. Despite the slower pace of its recovery, private sector investment is anticipated to rebound in the medium-term.

SHAPE’s agile business model has seen the Group develop capabilities and expertise across a wide range of specialised industries focused within the non-residential building construction segment. SHAPE has successfully delivered projects within the following diversified end markets:

  • Real estate/property (including commercial building owners and property developers);
  • Government (including Defence);
  • Hospitality (including hotels, casinos and restaurants);
  • Professional services (including accounting firms, law firms);
  • Education (including public and private schools, higher education);
  • Technology/media/telecommunications;
  • Financial services (including retail banks, insurance providers);
  • Health (including hospitals, blood banks, aged care);
  • Retail; and
  • Mining/resources.

Company Overview

SHAPE was founded in 1989 by a group of six industry professionals and is a specialist building contractor and construction manager, focused on commercial fit-out and refurbishments, with select capabilities in new build. SHAPE is Australia’s only fit-out and refurbishment specialist with a presence in all mainland states and territories and has evolved from a specialist fit-out and refurbishment company, broadening its product offering to include selective new build, as well as professional services such as buildability reviews and property search assistance.

With a 30-year track-record, SHAPE has established itself as a major national player in the commercial fit-out/ refurbishment market. SHAPE’s success has been underpinned by its key strengths and differentiating factors, including:

  • Dedicated national service coverage with seven offices and a presence in all mainland states and territories;
  • Highly developed and tailored risk management systems and processes;
  • Long-standing relationships with blue chip customers driving repeat business;
  • Diversified end market and geographic exposure;
  • Reputation for high-quality projects delivered on-time and defect-free;
  • Demonstrable leadership effectiveness and organisational culture;
  • Experienced management team and deep talent pool;
  • Continuous profitability and dividend history;
  • Strong balance sheet; and
  • Multiple levers for growth.

SHAPE plans to leverage the above competitive advantages in developing the strong pipeline provided by its existing business and pursue future opportunities appropriate to its core strengths.

SHAPE actively pursued Defence projects in FY21, with a strategy focused on building key stakeholder relationships and establishing a track record of performance upon which it can increase market share. SHAPE’s investment in this sector is starting to deliver results, with revenue in this sector in FY21 more than doubling that of FY20 and the future pipeline of Defence projects to provide an opportunity for revenue growth into the future.

Customers

SHAPE has successfully delivered projects for a broad range of customers, across both public and private sectors, and diversified end markets. SHAPE has developed trusted and long-standing relationships with a broad suite of blue chip clients including ASX 200, internationally listed and large multinational companies and government bodies.

SHAPE has a demonstrated ability to secure repeat business from its customers, with revenue from existing SHAPE clients accounting for ~80% of pro forma revenue in FY21.

Order Book

SHAPE had a secured project forward order book of $247m as at 30 September 2021, diversified by state, end market and size. SHAPE’s order book tends to be weighted towards the south-eastern states of NSW (46%) and VIC (22%) given the higher average project size and contract length relative to other states. However, SHAPE’s national presence provides a diversified revenue stream across seven offices. SHAPE anticipates that the revenue generated from the secured project forward order book will be supplemented by new tenders won and completed in the future periods.

Revenue Model

Revenue is primarily generated by SHAPE in their role as head contractor and construction manager on construction, fit-out and refurbishment projects for customers across Australia. SHAPE recognises revenue and margin over the life of projects based on the estimated stage of completion, which is determined based on costs incurred to date as a percentage of total estimated project costs.

The key drivers of SHAPE’s revenue include:

  • Total number of projects undertaken; and
  • Average value of projects undertaken

SHAPE has longstanding relationships with its clients which result in repeat work. Approximately 80% of the total revenue in FY21 was derived from repeat customers. SHAPE utilises a variety of delivery models (including Construct Only, Design and Construct (D&C), Early Contractor Involvement (ECI), Managing Contractor (MC).) depending on the nature of the project and specific customer requirements.  Revenue also includes income received from the sub -lease of office space in various states and a management fee received from its minority interest in DLG SHAPE.

Trading Performance and COVID-19 Impact

SHAPE’s financial performance was negatively impacted during the coronavirus pandemic, including due to clients delaying work or reducing the size of projects given the lockdowns and economic uncertainty created by the pandemic. SHAPE’s operations were also adversely impacted by the prolonged COVID-19 related lockdowns in key states, which limited construction and building activity including the number of workers on site, along with strict guidelines on distancing and hygiene protocols. These measures resulted in delays to project works and completion timelines for SHAPE projects, albeit SHAPE has experienced no material contract cancellations since the start of the pandemic.

SHAPE’s diversified business operations across states, sectors and markets has enabled it to minimise the impacts of the coronavirus pandemic by pivoting into different markets where activity is stronger. The Board believes the strength of SHAPE’s existing relationships with its customer base and supply chain will support the business in its trading recovery post COVID-19. With a recovering secured order book, and vaccination rates increasing, SHAPE is well positioned to take advantage of future market opportunities, as restrictions continue to ease and NSW and Victoria (also SHAPE’s major regions) reopen. Changes to the design of offices and other commercial interiors are anticipated by industry participants (refer to Section 3.7) when the business restrictions ease, driving future work in the fit-out and refurbishment sector specifically.

Pipeline

SHAPE defines its Pipeline (Pipeline) as the Group’s total identified future project tender opportunities. All opportunities included in the Pipeline would be considered by the Company for tender, with a tender decision to be made following receipt of further information regarding the relevant project specifics and scope.

SHAPE actively identifies and monitors the commercial construction market for potential opportunities, informed by regular engagement across the business with clients and industry consultants. SHAPE utilises a customised relationship management software system to analyse identified market opportunities. SHAPE has a total identified project Pipeline of ~$1.9bn as at September 2021. Of this Pipeline, SHAPE has submitted tenders for projects totalling ~$280m and is in the process of tendering for a further ~$230m of works. Previous SHAPE clients comprise over 65% of the total Pipeline, with SHAPE’s long-standing relationships and existing track-record of project delivery providing a level of confidence regarding future contract wins. ~80% of FY21 pro forma revenue was derived from existing SHAPE clients, demonstrating SHAPE’s ability to win repeat business.

~86% of projects in the Pipeline are anticipated to be awarded in FY22 with a further ~6% expected in FY23. SHAPE has a high level of visibility on Pipeline projects that are anticipated to be awarded within the next six months. It is anticipated by industry participants (refer to Section 3.7) that, as vaccination rates increase and CBD’s reopen, there will be renewed demand for commercial refits and an increase in leasing that will further enhance the Pipeline.

Business & Operating Model

SHAPE operates an end-to-end service and delivery model across the project lifecycle, from new build, fit-out and refurbishment, and recurring minor works. The Group principally acts as a head contractor on fit-out and refurbishment projects across Australia, with capabilities across a range of projects and services, including:

  • New build fit-outs;
  • New build (including modular buildings);
  • End of lease make-goods;
  • New lease fit-outs;
  • Post project support services throughout the lease term;
  • Interior reconfigurations;
  • Refurbishment of ageing building stocks; and
  • Façade remediation.

SHAPE utilises a variety of delivery and contracting models depending on the nature of the project, specific customer requirements and risk profile. Typically, SHAPE is engaged by an independent project manager on behalf of the asset owner or end user, and in less common cases by the asset owner or operator directly.

SHAPE’s primary workforce comprises project managers, construction managers, project engineers and site managers, with trade works being sub-contracted to industry professionals.

Depending on the procurement methodology, SHAPE typically generates its revenue on a Lump Sum or Cost Plus basis. Most contracts require bank guarantees or performance bonds to secure delivery of contract obligations.

SHAPE also operates DLG SHAPE jointly with a First Nations owned business, the David Liddiard Group (DLG). DLG SHAPE provides fit-out and refurbishment services nationally, and has an established track record in delivery projects with specified Indigenous Procurement Policy (IPP) criteria.

Growth Strategy

SHAPE’s growth strategy is focused on both organic and prudent acquisition initiatives in the near to medium term that leverage its core competencies and capabilities. These include:

  • Expansion into target growth sectors including Defence, cladding / façade replacement, healthcare and science works;
  • Geographic expansion including establishment of dedicated regional offices, and increasing market penetration in existing regions; and
  • Service offering expansion including both vertical and horizontal integration, with a focus on opportunistic, complementary bolt-on acquisitions.

Key Offer Statistics

Use of Funds

Funds Raised from the Offer will be applied as follows:

 

Key Board and Management

The SHAPE Australia Corporation Ltd’s Directors bring to the Board a broad range of experience and skills required for the future conduct and growth of the Business under a publicly listed structure, including industry and business knowledge, financial management and corporate governance experience. As such, the Board is well positioned to guide the Group towards achieving its strategic objectives. These include:

Phillip Arnall - Chair, Independent Non-Executive Director

Phil brings considerable experience in board operations and business management, having served as Chair of five ASX listed companies and several private companies over the past fifteen years. In his corporate career, Phil held several senior management positions in Australian mining and manufacturing businesses and was responsible for the expansion of several businesses into overseas markets in this role.

Michael Barnes - Non-Executive Director

Michael joined SHAPE in 1990, rising steadily from Project Manager to ACT Manager and Chief Executive Officer in 1997. After 20 years as CEO, he retired in 2017 and now remains on the board as a Non-Executive Director.

Jane Lloyd - Independent Non-Executive Director

Jane has more than 29 years’ experience in the Australian and international property markets across the commercial, retail, industrial and residential sectors. Jane is a Non-Executive Director of ISPT, a member of the Australian Prime Property Fund (APPF) Retail Investment Review Committee, a Global Trustee of the Urban Land Institute and a board member of Habilis Housing Limited.

Peter Marix-Evans - Chief Executive Officer and Managing Director

Peter brings over 30 years of wide-ranging construction and industry experience, including senior roles in both commercial and public sectors, including risk and commercial management, customer experience and environmental health and safety (EHS).  Before joining SHAPE, Peter held several operational and strategic management positions at Lendlease, including General Manager for NSW, Operations Manager for ACT, National Operations Manager and Head of EHS for the Asia Pacific. He has particular passions for customer experience, as well as developing and leading high-performance teams.

Gerard McMahon – Non-Executive Director

Gerard is one of SHAPE’s founders and was initially responsible for the Group’s shared services functions, including Finance, People & Culture, Customer Experience and Business Technology.  He has extensive experience in measuring and improving Leadership and Organisational Culture at SHAPE and with other organisations in Australia, Europe and North America. This work has led to demonstrable improvements in business performance.

Kathy Parsons – Independent Non-Executive Director

Kathy is a former audit partner with Ernst and Young where she spent time in the firm’s US, UK and Australian practices. Her clients operated over a wide range of industries including real estate and construction. She was part of the firm’s Oceania Assurance Leadership team with responsibility for assurance quality and risk management.

Jim Sloman OAM - Independent Non-Executive Director

Jim is a civil engineer with over 23 years of experience in project and business management with Lend Lease and was for four years Chief Operating Officer for the Sydney 2000 Olympic and Paralympic Games.  He has been a Non-Executive Director of several ASX listed companies the most recent of which was the Goodman Group (2006 - 2019). Jim recently retired as Executive Chairman of Laing O’Rourke Australia (since 2010) responsible for strategy and corporate direction and leading construction and investment strategy implementation across the Australian hub.

Craig van der Laan de Vries – Independent Non-Executive Director

Craig has had an extensive international career with a range of large public companies in operational, functional, project leadership and unique advisory roles. He held several executive positions over many years with the Brambles Group, operating in more than 45 countries, including as President of Brambles’ CHEP logistics/network business across the Asia Pacific region, Global Head of Mergers and Acquisitions, Group General Counsel and Group Company Secretary.  Craig has also held senior executive and advisory roles with the Westfield Group, Foster’s Group, Leighton Holdings Group, Lendlease Corporation and Transurban.

Scott Jamieson – CFO

After working as an External Auditor of SHAPE for seven years, Scott joined SHAPE in 2008 as Financial Controller. He has been an integral member of the SHAPE team for more than ten years and is now Chief Financial Officer with a strategic and operational focus. He also has responsibility for the company’s Business Technology and Risk Management areas.

Risks

You are encouraged to read the Prospectus carefully as it contains detailed information about the Company and the Offer. Like all investments, an investment in SHAPE Australia Corporation Ltd carries risk. As set out in Section 6 of the prospectus, SHAPE is subject to a range of risks, including but not limited to limited brand and reputation, competition from new entrants or competitors, tender process and pricing, management of growth and cyclical nature of the business.

 

Section 734(6) disclosure: The issuer of the securities is SHAPE Australia Corporation Limited ACN 654 729 352. The securities to be issued are ordinary shares. The disclosure document for the offer can be obtained by clicking on the link above. The offers of the securities are made in, or accompanied by, a copy of the disclosure document. Investors should consider the disclosure document in deciding whether to acquire the securities. Anyone who wants to acquire the securities will need to complete the application form that will be in or will accompany the disclosure document (which can be done via the electronic application form which will become available by clicking the bid button above).

OnMarket has a limited allocation. The offer may close early and the 'Pay By' dates may change. Duplicate bids under the same investment profile, investor name or residential address may be cancelled.

 

 

Company Releases

Prospectus 10 Nov 2021

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