Flagstone JV Implementation Deed executed, clearing a key step in the Ingenia deal
Peet Limited (ASX: PPC) has announced execution of the Flagstone JV Implementation Deed with Bechel Pty Ltd (BNI) and Hurose Pty Ltd (as BNI’s guarantor), covering a joint venture over its Flagstone City project. The release is dated 6 November 2026.
Ingenia Communities Group (ASX: INA) announced the execution on 5 November 2026, and the Peet release followed a day later.
Execution marks a key step towards satisfying the Flagstone JV condition precedent under clause 3.1(l) of the scheme implementation deed dated 26 August 2026. Under that deed, Ingenia proposes to acquire 100% of the shares in Peet by way of scheme of arrangement (the Scheme).
For investors, one condition of the Scheme has moved forward. Satisfaction of the condition is now only subject to the other limbs, clauses 3.1(l)(ii) and (iii) of the scheme implementation deed, being satisfied.
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How the Flagstone JV would be structured
The structure applies only if the Scheme is implemented. On that basis, the Flagstone JV would result in the following:
- BNI acquiring a 49.9% interest in Peet Flagstone City Pty Ltd from a Peet subsidiary
- An agreed inventory value of $615 million underpinning the transaction
- Ingenia (through a Peet subsidiary) retaining the remaining 50.1%
- A Peet subsidiary becoming the development manager of the Flagstone project
| Party | Role or interest | Condition |
|---|---|---|
| BNI | Acquires 49.9% interest in Peet Flagstone City Pty Ltd, based on an agreed inventory value of $615 million | If the Scheme is implemented |
| Ingenia (through a Peet subsidiary) | Retains remaining 50.1% | If the Scheme is implemented |
| Peet subsidiary | Development manager of the Flagstone project | If the Scheme is implemented |
| Hurose | BNI’s guarantor | n/a |
Hurose holds approximately 2.18% of Peet shares. It is controlled by Garry Brown-Neaves and forms part of the wider Brown-Neaves Investments group of entities.
Ingenia would remain at 50.1% through a Peet subsidiary, while a Peet subsidiary would hold the development manager role.
What Flagstone City means for the Scheme
A scheme of arrangement is a process under which a company’s shares are acquired by another party, here Ingenia’s proposed acquisition of 100% of Peet. A condition precedent is a requirement that must be satisfied before a deal can proceed.
A joint venture condition matters because an unmet condition can prevent a deal from completing. Moving one limb forward reduces what remains outstanding, although satisfaction is still subject to the other limbs of the condition.
The Flagstone JV dependency was flagged when the scheme was first announced, alongside the point that Peet carried the asset at about $247 million on its books, well below the valuation the JV now implies.
The release also sets out reverse break fee protections:
- A reverse break fee of $10 million is payable by Ingenia to Peet if the scheme implementation deed is terminated in the circumstances in which it is payable.
- If Peet receives that fee and the Flagstone JV Implementation Deed remains in full force and effect, Peet has agreed to contribute $1 million to BNI for its costs in negotiating and committing to the Flagstone JV.
Where shareholders can find updates
The release directs readers to Peet’s and Ingenia’s market announcements for any material updates on the Flagstone JV and the Scheme more broadly.
The Peet board’s unanimous recommendation of the Scheme is backed by a voting undertaking from largest shareholder Scorpio Nominees, and the offer combines 0.3367 Ingenia securities with $0.68 cash per Peet share.
Ingenia lodged a Form 604 Notice of change of interests of substantial holder with ASX, attaching a copy of the Flagstone JV Implementation Deed.
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