Ingenia to Acquire Peet at $2.185 Per Share to Build Australia’s Biggest Living Platform

Peet backs $2.185 per share scheme to build Australia’s largest pure-play living sector platform

Peet Limited (ASX: PPC) has entered into a binding Scheme Implementation Deed with Ingenia Communities Group (ASX: INA), under which Ingenia has proposed to acquire 100% of Peet’s ordinary shares by way of a Scheme of Arrangement. The transaction implies a total value of $2.185 per Peet share, inclusive of Peet’s 2H26 dividend.

The Peet Board unanimously recommends the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding it is in the best interests of shareholders. The deal, signed 26 August 2026, represents the culmination of Peet’s comprehensive strategic review outlined at its 2025 Annual General Meeting.

What Peet shareholders will receive

Under the terms of the Scheme, Peet shareholders will receive 0.3367 Ingenia stapled securities plus $0.68 cash for each Peet share. This Scheme Consideration equates to an implied value of $2.12 per share, based on Ingenia’s 10-day volume-weighted average price (VWAP) of $4.28.

At that VWAP, the scrip component alone is equivalent to $1.44 per share. Peet shareholders will also be entitled to receive Peet’s 2H26 dividend of up to $0.065 per share, lifting the total value to $2.185 per share. The dividend is only payable to shareholders who hold at Peet’s 2H26 Ex Dividend Date.

Shareholders will have the flexibility of a mix-and-match option, allowing them to elect maximum cash or maximum scrip consideration, or a combination of both, subject to scale back. The maximum available cash represents approximately 32% of the total consideration pool available for the Scheme (which excludes the 2H26 dividend).

The premiums implied by the total value are set out below.

Understanding a Scheme of Arrangement and the land lease model

A Scheme of Arrangement is a court-approved mechanism used to transfer 100% ownership of a company. It requires approval by the requisite majorities of shareholders at a Scheme Meeting, followed by Court approval, before it can take effect.

The transaction combines two complementary property models. The transaction introduces stable, recurring rental income from land lease and holiday communities to Peet’s development platform, thereby de-risking and diversifying Peet’s earnings profile.

Ingenia’s land lease model generates stable, inflation-linked rental income, with 1H26 data showing 5% year-on-year rent growth and 99% occupancy across lifestyle rental sites, characteristics that are central to the earnings diversification argument for Peet shareholders electing scrip.

For shareholders who elect to receive scrip, combining recurring rental income with a development pipeline is expected to de-risk and diversify the earnings base. This blend of income streams underpins much of the strategic rationale for the combination.

The strategic case for the combination

The combination brings together two highly complementary property businesses. Peet has identified the following key pillars supporting the transaction:

1. Largest pure-play platform: The Combined Group is intended to be the largest pure-play ASX-listed living sector platform by number of lots, integrating Peet’s ~26,400 lot pipeline with Ingenia’s 8,800 development lots, securing a 10+ year growth pathway.

2. S&P/ASX 200 inclusion: The Combined Group is expected to be the 13th largest ASX-listed real estate group with a market capitalisation of approximately $2.4 billion, supporting improved trading liquidity and broker coverage relative to Peet standalone.

3. Earnings diversification: Recurring rental income from land lease and holiday communities is introduced to Peet’s development platform, diversifying the earnings profile.

4. Synergy potential: Ingenia has identified 5,000 to 7,000 sites in Peet’s pipeline suitable for land lease conversion, with an expected end value of approximately $1 billion.

5. Enhanced scale: The combination creates a balance sheet with a book value of approximately $3.7 billion (pro-forma for the Flagstone JV), providing potential for a lower cost of capital and re-rate potential.

Management framed these benefits as the upside available to shareholders who elect to remain invested via scrip.

For readers exploring whether the scrip component represents compelling value, our detailed coverage of Ingenia’s FY26 guidance outlines the EBIT range, contracted deposit pipeline and gearing position that underpin management’s confidence in the combined group’s near-term earnings trajectory.

Greg Wall AM, Peet’s Independent Non-Executive Chairman

“This Scheme is a strong endorsement of Peet’s high-quality national development pipeline and our disciplined approach to property development. The combination with Ingenia brings together two highly complementary portfolios and provides our shareholders with both immediate cash certainty and the option to remain invested in a leading living sector platform.

By electing to receive Ingenia scrip, our shareholders can maintain an ongoing equity stake in a larger, more diversified group with a recurring income stream, while continuing to benefit from the potential upside of Peet’s premier development pipeline.

In addition, the Scheme delivers on the core objectives of Peet’s previously announced strategic review. The Scheme enhances the operational, structural, and financial settings to maximise returns to shareholders.”

Flagstone joint venture and major shareholder support

In connection with the Scheme, and conditional on the Scheme becoming effective, Ingenia has entered into a term sheet with Brown-Neaves Investments (the JV Partner) to sell a 49.9% stake in the Flagstone asset for an enterprise valuation of $615 million. This reflects a ~$368 million uplift compared to Peet’s book value of $247 million as at 30 June 2026.

Signing of unconditional transaction documentation will be conditional on completion of confirmatory due diligence to the satisfaction of the JV Partner, as well as negotiating and agreeing the form of definitive transaction documents.

Peet’s largest shareholder, Scorpio Nominees, representing approximately 14.5% of shares on issue, intends to vote in favour of the transaction, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the transaction is in the best interests of shareholders. Each Peet Director has also confirmed they intend to vote all shares they control or hold in favour of the Scheme, subject to the same qualifications.

Conditions and what happens next

The Scheme remains subject to a number of customary and other conditions, including:

• Merger clearance from the Australian Competition and Consumer Commission (ACCC)

• Approval by the requisite majorities of Peet shareholders at the Scheme Meeting

• Court approval

• The Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Peet shareholders

• Execution of the long form Flagstone JV Implementation Deed, with all conditions under that deed satisfied or waived

Peet has appointed Kroll Australia Pty Ltd as the Independent Expert to opine on whether the Scheme is in the best interests of shareholders. The Scheme Implementation Deed contains customary “no shop”, “no talk” and “no due diligence” exclusivity provisions, and provides for a break fee and reverse break fee, each of $10,000,000.

The indicative timetable is set out below.

Peet shareholders do not need to take any action at this stage. Peet is being advised by Goldman Sachs as financial adviser, Clayton Utz as legal adviser and VECTOR Advisors as strategic communication adviser.

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