Ingenia Bids to Acquire Peet at 18% Premium to Build National Housing Platform

Ingenia moves to acquire Peet in scheme creating a national living sector platform

Ingenia Communities Group (ASX:INA) has entered into a Scheme Implementation Deed to acquire 100% of Peet Limited (ASX:PPC) via a scheme of arrangement, in a transaction the company describes as creating a leading national land lease and master planned community platform positioned for Australia’s structural housing undersupply.

Announced on 26 August 2026, the deal values Peet at an implied $2.12 per Peet share, based on Ingenia’s 10-day VWAP of $4.28 on 21 August 2026. The consideration comprises $0.68 cash plus 0.3367 Ingenia stapled securities per Peet share, with a Flagstone City joint venture forming a condition of the transaction.

Including Peet’s FY26 final dividend, the implied value rises to $2.185 per share.

What Peet shareholders are being offered

Under the Scheme, Peet shareholders will receive a mix of cash and Ingenia stapled securities. A mix-and-match facility allows shareholders to elect all cash, all scrip, or a combination of both, subject to a scale-back mechanism should elections exceed the available cash or scrip pools.

The offer represents a meaningful premium across Peet’s recent trading history, based on Ingenia’s reference pricing.

Peet shareholders remain entitled to certain dividends without a reduction to the cash component of their consideration:

• Peet’s FY26 final dividend of $0.065 per share, payable without reducing Cash Consideration.

• A potential 1H27 interim dividend if implementation has not occurred by 26 February 2027 and is not reasonably expected to occur before Ingenia’s 1H27 ex-distribution date, based on an equivalent value mechanism and also without reducing Cash Consideration.

The Flagstone City joint venture and how the deal is funded

Separate to, but linked with, the acquisition, Ingenia has signed a term sheet with Brown-Neaves Investments (the JV Partner) for the JV Partner to acquire a 49.9% stake in the Flagstone City project at a $615 million enterprise value on a 100% basis.

According to Ingenia, the Flagstone JV provides price validation of the Peet pipeline while enhancing transaction funding efficiency. The merged group’s balance sheet is expected to be strengthened by the cash proceeds released from the Flagstone JV transaction after completion.

The execution of a long-form binding Flagstone JV implementation deed is a condition precedent to the Scheme, meaning the acquisition cannot proceed without it.

Understanding land lease communities and why this deal matters

A land lease community (LLC) is a model that generates recurring rental income for the operator and is designed to satisfy the demands of an ageing population.

A master planned community (MPC) is a large-scale residential development. Peet’s projects are located in key population growth corridors and serve predominantly owner-occupier customers.

For investors, the transaction extends Ingenia’s exposure to recurring, annuity-style land lease income while adding a mature, cash-generative development pipeline. Ingenia frames Australia’s structural housing undersupply as a long-term rather than cyclical opportunity.

Ingenia’s land lease development pipeline carried 4,946 sites into FY26, with 5% annualised rental growth and near-full occupancy across lifestyle rentals demonstrating the income compounding dynamic that the Peet transaction is designed to replicate at a materially larger scale.

Key figures underpinning the strategic pipeline include:

• Approximately 5,000–7,000 identified LLC conversion lots within the Peet portfolio.

• A potential incremental land lease asset base with an end value of approximately $1 billion, based on the midpoint of the conversion lot estimate, assuming $240/week average rental.

• A pro forma pipeline of approximately 15,000 LLC lots and approximately 35,000 residential lots.

• Peet’s development pipeline of more than 26,000 equivalent lots (owned and managed, as at June 2026).

• Peet’s heritage as an ASX-listed developer dating back to its establishment in 1895.

The investment case for Ingenia securityholders

For existing Ingenia securityholders, management has framed the transaction around scale, accretion and synergies. Key financial metrics identified by the company include:

1. Pro forma FY26 EPS accretion of 11.0% to Ingenia securityholders, based on Ingenia’s FY26 EPS of 35.8 cents per security.

2. Low double-digit EPS accretion expected over the medium term.

3. Approximately $10m per annum initial cost synergy opportunity identified.

4. Pro forma FY26 gearing of approximately 29.5%, within Ingenia’s target range.

5. An approximate 5-year payback period, with nil goodwill recognised on the transaction.

6. Approximately 80% of Peet pipeline projects active.

John Carfi, CEO, Ingenia Communities

“The Transaction delivers on our core strategic goals, increasing our scale and exposure to land lease development, creating a national platform, accelerating and securing growth beyond our 5-Year Plan, as well as delivering a logical extension to our living strategy that responds to the evolution of the residential sector.”

Ingenia Chair Shane Gannon framed the deal around structural relevance rather than a cyclical bet.

Shane Gannon, Chair, Ingenia Communities

“This is about scale and structural relevance — Australia’s challenging housing undersupply is not a cyclical issue, it is a long-term, structural opportunity. […] The Transaction has been structured with a clear focus on financial discipline, delivering immediate earnings accretion and a clear pathway to sustained value creation for security holders.”

Board support, conditions and what happens next

The Peet Board has unanimously recommended the Scheme, in the absence of a superior proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of Peet shareholders.

Peet’s largest shareholder, Scorpio Nominees Pty Ltd (an entity controlled by Anthony Wayne Lennon) and associates, representing approximately 14.5% of Peet shares on issue, has undertaken to vote in favour of the Scheme, subject to the same conditions.

The Scheme is subject to a range of customary conditions, including ACCC competition approval, ASIC and ASX approvals, Court approval, the Independent Expert’s conclusion, execution of the Flagstone JV Implementation Deed, and Target Net Debt being no greater than $333 million.

UBS Securities Australia Limited and Denison Partners are acting as financial advisers to Ingenia, with Gilbert + Tobin acting as legal adviser.

The indicative timetable for the transaction is as follows:

• First Court Hearing: Late October 2026

• Dispatch of Scheme Booklet: Early November 2026

• Scheme Meeting: Early December 2026

• Second Court Hearing: Early December 2026

• Record Date: Mid-December 2026

• Implementation Date: Late December 2026

All dates remain indicative and subject to change. The transaction remains subject to the satisfaction or waiver of its conditions, as well as shareholder and Court approval. If completed, management has stated the merged group would be positioned to deliver into Australia’s structural housing undersupply over the next decade and beyond.

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