Ingenia executes Flagstone JV Implementation Deed, clearing a key Peet scheme of arrangement condition
Ingenia Communities Group (ASX:INA) entered into the JV Implementation Deed on 5 November 2026 with Bechel Pty Ltd (BNI) and Hurose Pty Ltd (as BNI’s guarantor), covering a joint venture over Peet’s Flagstone City project.
The execution satisfies the Execution Limb of the Flagstone JV Condition, being clause 3.1(l)(i) of the Peet SID.
Ingenia proposes to acquire 100% of the shares in Peet Limited (ASX:PPC) by way of scheme of arrangement under the scheme implementation deed dated 26 August 2026. One named condition to the Scheme has therefore moved from open to partly satisfied.
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How the Flagstone JV is structured
Under the Flagstone JV, BNI will acquire a 49.9% interest in Peet Flagstone City Pty Ltd from a Peet subsidiary, based on an agreed inventory value of $615 million, if the Scheme is implemented.
Ingenia (through a Peet subsidiary) will retain the remaining 50.1%, and a Peet subsidiary will be the development manager of the Flagstone project, if the Scheme is implemented. BNI and Hurose are entities controlled by Garry Brown-Neaves and form part of the wider Brown-Neaves Investments group of entities.
The Flagstone sale to Brown-Neaves Investments was flagged at announcement as a condition precedent to the Scheme, alongside a unanimous Peet Board recommendation and support from its largest shareholder.
| Party | Role | Interest | Condition | Notes |
|---|---|---|---|---|
| BNI (Bechel Pty Ltd) | Acquirer of interest in Peet Flagstone City Pty Ltd | 49.9% | If the Scheme is implemented | Controlled by Garry Brown-Neaves |
| Ingenia (through a Peet subsidiary) | Retains remaining interest | 50.1% | If the Scheme is implemented | n/a |
| Peet subsidiary | Development manager of the Flagstone project | n/a | If the Scheme is implemented | n/a |
| Hurose Pty Ltd | Guarantor of BNI | n/a | n/a | Controlled by Garry Brown-Neaves |
Key terms at a glance:
- 49.9% interest to BNI
- 50.1% retained by Ingenia (through a Peet subsidiary)
- $615 million agreed inventory value
- A Peet subsidiary as development manager
The arrangement gives Peet’s Flagstone City project a defined partner and ownership split, with Ingenia keeping the 50.1% stake if the Scheme is implemented.
What a Flagstone JV Condition means for the Scheme
A scheme of arrangement is a court-approved process by which one company can acquire another. A condition precedent is a requirement that must be met before the deal can be implemented.
Here, implementation of the Scheme is conditional on the JV Implementation Deed meeting the Flagstone JV Condition. The condition has three limbs:
- Execution of the JV Implementation Deed on the agreed commercial terms by a date agreed between Ingenia and Peet (the Execution Limb): satisfied on 5 November 2026.
- ACCC clearance of the Flagstone JV (clause 3.1(l)(ii) of the Peet SID): outstanding.
- No party becoming entitled to terminate or refuse to complete under the JV Implementation Deed (clause 3.1(l)(iii) of the Peet SID): outstanding.
The deed must also remain in full force and effect at 8.00am on the Second Court Date. The Flagstone JV is also described in section 7.7 of the Peet Scheme Booklet dated 3 November 2026, which Peet released to ASX on 3 November 2026.
The Execution Limb is done, but ACCC clearance remains an outstanding limb of the condition.
What happens next for Ingenia and Peet
The announcement sets out the following steps:
- Ingenia is to lodge a notice of change of interests of substantial holder (Form 604) in respect of Peet, attaching the JV Implementation Deed and the agreed form share purchase agreement (SPA) annexed to it.
- ACCC clearance of the Flagstone JV remains required before 8.00am on the Second Court Date.
- On the Second Court Date for the Scheme, the deed must be in full force and effect at 8.00am.
- Ingenia will update the market on satisfaction of the Flagstone JV Condition in accordance with its continuous disclosure obligations.
Ingenia continues to comply with its obligations under the Peet SID and continues to work with Peet towards implementation of the Scheme. Ingenia securityholders do not need to take any action in relation to the announcement.
Investors exploring the competing bids around Ingenia can read our detailed coverage of Ingenia’s rejection of the Warburg Pincus proposal, which sets out how AVID matched the $5.45 cash price and why the Board judged the amended offer no better.
Ingenia is included in the S&P/ASX 200 and has a market capitalisation of $1.7 billion, with 96 communities and development sites.
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