Peet Ltd Agrees to $2.12 Per Share Takeover by Ingenia at 17% Premium

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

Peet Limited (ASX:PPC) has entered into a Scheme Implementation Deed under which Ingenia Communities Group (ASX:INA) proposes to acquire 100% of Peet shares via a scheme of arrangement. The deal, announced 26 August 2026, values Peet at an implied $2.12 per share.

That implied value is based on Ingenia’s 10-day volume weighted average price (VWAP) of $4.28 on 21 August 2026 and represents a premium to Peet’s recent trading levels. The transaction is subject to conditions, including the establishment of a joint venture at Peet’s Flagstone City project.

The strategic rationale centres on combining Ingenia’s land lease community (LLC) platform with Peet’s master planned community (MPC) development pipeline, positioning the merged group to deliver into what management described as Australia’s structural housing undersupply over the long term.

The headline deal terms include:

• Implied offer value of $2.12 per Peet share (or $2.185 including the FY26 final dividend of $0.065)
• A 17.1% premium to Peet’s last close of $1.81, an 18.6% premium to the 10-day VWAP of $1.79, and an 18.5% premium to the 30-day VWAP of $1.79
• Consideration mix per Peet share of $0.68 cash plus 0.3367 Ingenia stapled securities
• A mix-and-match facility allowing shareholders to elect all cash, all scrip, or a combination, subject to a scale-back mechanism

Inside the deal: consideration, Flagstone JV and funding

Under the Standard Consideration structure, each Scheme Peet shareholder is entitled to receive $0.68 cash plus 0.3367 Ingenia stapled securities per Peet share. A mix-and-match facility enables shareholders to elect all cash, all scrip, or a combination of both, subject to a scale-back mechanism.

Separately from the scheme consideration, 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 an enterprise value of $615 million (100% basis). This Flagstone JV is a distinct transaction, providing price validation and enhancing transaction funding efficiency rather than forming part of the per-share consideration paid to Peet shareholders.

The merged group’s balance sheet is expected to be strengthened by the cash proceeds released from the Flagstone JV after completion of the transaction. Peet may pay its FY26 final dividend of $0.065 per share without a reduction to the Cash Consideration.

If the implementation date has not occurred by 26 February 2027 and is not reasonably expected to occur before Ingenia’s 1H27 ex-distribution date, Peet may pay an interim dividend for 1H27 of equivalent value without reducing the Cash Consideration.

Why Ingenia is buying Peet — the strategic case

The acquisition is framed as accelerating Ingenia’s 5-Year Plan and core living sector strategy. Ingenia has identified approximately 5–7K LLC conversion lots within Peet’s portfolio, producing a pro forma pipeline of roughly 15K LLC lots and around 35K residential lots.

Management pointed to a pathway to an incremental land lease asset base with a potential end value of approximately $1 billion, delivering recurring rent. Peet is described as a leading ASX-listed MPC developer with a track record dating back to its establishment in 1895, controlling a development pipeline of more than 26K lots, with around 80% of pipeline projects active.

Peet’s record FY26 earnings of $103.4 million, which exceeded the company’s own upgraded guidance by a material margin, underscore the financial momentum Ingenia is acquiring alongside the physical pipeline.

The two businesses are positioned as complementary. Peet serves predominantly owner-occupier customers in population growth corridors, with significant overlap with Ingenia’s existing portfolio and pipeline footprint.

Key transaction benefits identified include:

1. Creating Australia’s leading land lease platform with a national footprint

2. A high-quality and uniquely mature Peet portfolio, with around 80% of pipeline projects active

3. A Flagstone JV that provides capital-efficient funding and price validation

4. An approximately 5-year payback period with nil goodwill recognised on the transaction

5. An approximately $10m per annum initial cost synergy opportunity identified

CEO Commentary

“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,” said John Carfi, Ingenia Communities CEO.

What land lease communities are — and why the pipeline matters

Land lease communities (LLC) and master planned communities (MPC) are residential models where the approach to land ownership differs. In a land lease community, generating recurring, annuity-style rental income for the operator.

This model is attractive for several reasons: demand supported by an ageing population, stable recurring rent, and exposure to Australia’s structural housing undersupply.

Converting Peet’s development lots into LLC lots, based on an assumed $240 per week average rental, builds Ingenia’s annuity income base over time. As the pipeline is built out, this stable land lease income is expected to supplement cash flows from Ingenia’s holidays and rental portfolios.

Financial metrics and the strengthened balance sheet

The transaction is expected to deliver pro forma FY26 earnings per share (EPS) accretion of 11.0% to Ingenia securityholders, based on Ingenia’s FY26 EPS of 35.8 cents per security. Low double-digit EPS accretion is expected over the medium term.

Peet’s portfolio of largely mature projects is described as highly cash generative. Pro forma FY26 gearing is expected to be approximately 29.5%, within Ingenia’s target range.

Peet’s upgraded FY26 guidance, issued alongside a 102% half-year profit surge and $776 million in contracts on hand, had already signalled the pipeline’s revenue visibility well before the Ingenia approach was announced.

Transaction costs are estimated at $92m, including $55m in stamp duty, with the financing expense impact offset by net debt repaid from the Flagstone JV proceeds. Preliminary acquisition accounting is expected to result in nil goodwill recognised on completion.

Chair Commentary

“This is about scale and structural relevance — Australia’s challenging housing undersupply is not a cyclical issue, it is a long-term, structural opportunity,” said Shane Gannon, Ingenia Chair. “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 the Independent Expert concluding that the Scheme is in the best interests of Peet shareholders. Each Peet Director intends to vote any shares they control in favour on the same conditions.

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, have undertaken to vote in favour of the Scheme, subject to the same conditions.

The Scheme is subject to a number of customary conditions, including:

• Competition Approval (ACCC)

• Target shareholder approval at the Scheme Meeting

• Court approval

• The Independent Expert concluding the Scheme is in the best interests of Peet shareholders

• The Flagstone JV condition (execution of a binding Flagstone JV Implementation Deed)

• Target Net Debt being no greater than $333 million

The indicative timetable 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 are indicative only and subject to change.

Management framed the combination as positioning Ingenia to deliver into Australia’s structural housing undersupply for the next 10+ years, with the potential for further opportunities to introduce third-party capital into the Peet pipeline over time.

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