Elanor Drops Firmus Deal but Keeps $125M Rockworth Backing as Trading Return Nears

Elanor charts new course as Firmus acquisition lapses and trading nears reinstatement

Elanor Investors Group (ASX: ENN) has confirmed that the Firmus Capital acquisition will not proceed in its current form, following a mutual agreement with Rockworth Capital Partners not to extend the 31 May 2026 sunset date. At the same time, the company is moving toward the recommencement of trading on the ASX, with the underlying $125 million Rockworth recapitalisation fully intact and the strategic partnership between the two parties continuing.

What happened with the Firmus Capital acquisition

Firmus Capital is a Singapore-based real estate investment manager with approximately S$658 million in assets under management across the retail and office sectors, as at 31 December 2024. The acquisition was first announced in July 2025 and was intended to complete as part of the broader transactions with Rockworth Capital Partners, subject to regulatory approvals, confirmatory due diligence, and execution of transaction documents.

Regulatory approval delays and the significant time elapsed since terms were negotiated in July 2025 led Rockworth and Elanor to mutually agree not to extend the 31 May 2026 sunset date. Neither party walked away unilaterally; the decision was reached collaboratively, and the acquisition is not expected to occur in its current form.

As a consequence, the proposed 141.3 million ENN consideration securities to Rockworth and Su Kiat Lim will not be issued in relation to the Firmus Acquisition. Rockworth’s securities position therefore remains as follows:

• Current holding: approximately 17.9 million ENN securities (13.59% of securities on issue)
• Post-Warrant exercise (available after 17 October 2026): approximately 47.9 million ENN securities (29.60% of diluted securities on issue)

Rockworth, Su Kiat Lim, and Elanor have confirmed they will continue to work collaboratively on the opportunity to acquire Firmus Capital in the future.

The $125 million Rockworth recapitalisation, which completed on 17 April 2026, comprises three components:

• $70.0 million senior secured debt facility, through Loan Notes
• $55.0 million perpetual, subordinated, unsecured capital notes (Perpetual Notes)
• 30.0 million unlisted Warrants to acquire Elanor securities at a nominal exercise price of $0.01 per Warrant

The Rockworth partnership — what remains in place

The $125 million recapitalisation completed on 17 April 2026 is fully intact, and Rockworth remains a committed, long-term strategic partner in the Elanor business. The lapse of the Firmus Acquisition does not alter the capital structure or the strategic alliance underpinning the relationship.

Rockworth spokesperson

“We remain committed to building the Elanor business through our expanded strategic alliance, building on our $125.0 million investment into the Elanor platform. Over the past 10 months, we have developed a strong working relationship with the Elanor board and management, and we are committed to growing the Elanor business through targeted, capital-led real estate initiatives.”

Understanding the Rockworth recapitalisation and what it means for ENN investors

A balance sheet recapitalisation involves restructuring a company’s debt and capital to improve financial flexibility and reduce the cost of capital. In practical terms, it replaces more expensive or restrictive prior debt with a purpose-built structure aligned to the company’s long-term strategy.

For Elanor, the Loan Notes and Perpetual Notes provide tiered debt funding, while the 30.0 million unlisted Warrants give Rockworth the right, but not the obligation, to acquire additional ENN securities at $0.01 per Warrant after 17 October 2026. This structure aligns Rockworth’s interests directly with the long-term performance of the Elanor platform.

Tony Fehon, Managing Director

“Our balance sheet recapitalisation with Rockworth has significantly reduced the Group’s cost of capital and provided alignment between our capital structure and the long-term strategic objectives of the business. It has established a strong foundation for the business, and we look forward to executing our Pan-Asian growth strategy alongside Rockworth.”

A recapitalised balance sheet gives management the financial runway to execute on its Pan-Asian growth strategy without the constraints of the prior capital structure.

Trading reinstatement on the ASX — what investors need to know

Following the completion of the Rockworth Recapitalisation, Elanor has made submissions to the ASX seeking approval for the recommencement of trading in ENN securities. The ASX has advised that it intends to reinstate ENN securities to official quotation, subject to the satisfaction of certain conditions precedent.

Trading has not yet recommenced. Investors should monitor for the following steps before reinstatement is confirmed:

1. Provision of Appendix 4C quarterly cash flow report
2. Quarterly activity reporting per Listing Rules 4.7B and 4.7C
3. ASX confirmation of reinstatement
4. Elanor market update to investors

Elanor has stated it will update the market regarding the recommencement of trading in ENN securities following confirmation by the ASX.

The table below summarises the key capital structure components and current securities position:

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