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  • The first proposal was received in mid-October
  • That first proposal was rejected by IAP
  • A revised offer has also been rejected

The context

On 18 October this year, Irongate Group (ASX: IAP) announced that following the close of the ASX on Friday 15 October 2021, the company received an unsolicited, highly conditional and indicative non-binding proposal from 360 Capital Group (ASX: TGP) and 360 Capital REIT (ASX: TOT) to acquire all of the stapled securities in IAP that 360 Capital did not already own for $1.6047 cash per IAP stapled security.

It was noted that the indicative proposal was conditional on one or more of ESR Real Estate Australia Pty Ltd or its affiliate’s managed funds entering into an agreement with 360 Capital to purchase an undisclosed number of selected assets from the IAP portfolio, on terms yet to be agreed.

Furthermore, the IAP Board noted the proposal was highly conditional and uncertain, with 360 Capital internal funding resources, at that time, not yet identified and subject to approval.

Other conditions to the proposal, as noted in mid-October, included:

  • Completion of due diligence to the satisfaction of 360 Capital,
  • Final approval of the 360 Capital boards prior to the execution of an agreed scheme implementation agreement,
  • Execution of an SIA on customary terms and conditions including with respect to providing exclusivity and deal protection,
  • JSE and other regulatory approvals,
  • FIRB approval, and
  • The unanimous recommendation of the IAP board.

On 27 October, Irongate announced that the board had unanimously concluded that the indicative proposal by 360 Capital “materially [undervalued] IAP and therefore does not represent a compelling proposition for security holders.”

In the same statement, IAP said “[the Board] also notes 360 Capital has not provided certainty on its ability to fund the Indicative Proposal.”

Today

Irongate today announced it received a revised non-binding indicative proposal from 360 Capital Group and 360 Capital REIT.

The revised offer is priced at $1.6547 cash per stapled security.

IAP said in a statement:

“The Revised Indicative Proposal reflects an increase of only 3.1% from the original indicative proposal of 15 October 2021 with no changes to its highly conditional terms.”

Irongate ASX announcement

The IAP Board also said it “has unanimously concluded that the Revised Indicative Proposal continues to materially undervalue IAP and therefore does not represent a compelling proposition for security holders.”

360 Capital responded, expressing disappointment that IAP rejected what was referred to as the ‘Improved Indicative Proposal’.

360 Capital also said that it “is surprised the IAP Board has not given its security holders the opportunity to be aware of and to consider the Improved Indicative Proposal before releasing its Improved NBIO Rejection Announcement.”

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