Ingenia Communities Group (ASX:INA) has received a further revised non-binding indicative proposal dated 12 November 2026 from Warburg Pincus, with co-investors Discovery Parks Holdings Pty Ltd and LDR Capital Pty Ltd. The Warburg Pincus proposal is for 100% of its stapled securities and starts the AVID matching right process.
Ingenia Communities Group said it received the proposal after market, from Warburg Pincus LLC and/or its affiliates. It would be implemented by an inter-conditional scheme of arrangement and trust schemes (the WP Non-Exclusive Proposal).
Warburg Pincus lodges non-exclusive proposal as AVID matching right begins
The price is $5.55 cash per stapled security, plus any distribution paid by Ingenia for the half year ending 31 December 2026 of up to $0.05 per stapled security. That is unchanged from the Warburg Pincus proposal announced on 6 November 2026.
It is also equivalent to the price under the Further Revised AVID Proposal, made by AVID Property Group Holdings Pty Ltd (AVID) on exercising its matching right and announced on 10 November 2026.
The one change is the process. The proposal is conditional on Ingenia entering into a process deed with Warburg Pincus on a non-exclusive basis, rather than an exclusive basis (the WP Non-Exclusive Process Deed), subject to AVID’s matching right under the AVID Process Deed.
Ingenia has invited AVID to make a matching or superior counterproposal on or before 15 November 2026.
Warburg Pincus has previously set out plans to split the group, with Discovery Parks taking the holiday parks and LDR Capital taking the gardens business.
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Key terms of the WP Non-Exclusive Process Deed
The key terms of the WP Non-Exclusive Process Deed include that:
- The AVID Process Deed would be terminated, and Ingenia may offer other parties (including AVID) a non-exclusive process deed on equivalent terms (an Equivalent Process Deed).
- Warburg Pincus and any other bidder that enters into an Equivalent Process Deed may each continue non-exclusive due diligence and submit a binding offer with committed funding and a proposed form of scheme implementation deed by 5.00pm on 8 December 2026 (or any later date notified by Ingenia), the Bid Deadline.
- Ingenia is not obliged to accept any Binding Offer, or to consider any Binding Offer a ‘Bidder Superior Proposal’ under the scheme implementation deed between Ingenia and Peet Limited (Peet) dated 26 August 2026 (the Peet SID).
- Ingenia will reimburse Warburg Pincus’ external third-party costs, up to $3 million, but only if AVID or another bidder enters into an Equivalent Process Deed, has access to due diligence or engages in negotiations with Ingenia, Warburg Pincus submits a Binding Offer by the Bid Deadline at a price and on terms no less favourable than the WP Non-Exclusive Proposal, and Ingenia does not enter into a scheme implementation deed with Warburg Pincus.
The cost reimbursement arrangement would also be available to any other bidder that enters into an Equivalent Process Deed.
The deed allows Ingenia to provide other bidders with access to due diligence, and to negotiate with them, even if they have not signed an Equivalent Process Deed. The attached deed also states that a Warburg Pincus Binding Offer must not be withdrawn until 5.00pm on 14 December 2026.
The table below sets the two proposals side by side.
| Bidder | Cash per stapled security | Distribution | Process basis |
|---|---|---|---|
| Warburg Pincus (WP Non-Exclusive Proposal) | $5.55 | Up to $0.05 per stapled security (half year ending 31 December 2026) | Non-exclusive process deed, subject to AVID’s matching right |
| AVID (Further Revised AVID Proposal) | Equivalent price | Not disclosed | AVID Process Deed, which remains operative |
What a non-exclusive process means for the contest
A process deed is an agreement under which a company gives a bidder access to due diligence, the detailed review of its business, and sets out how the bidder may proceed. A matching right gives an existing bidder the chance to match a rival’s proposal before the company commits to the rival.
In a non-exclusive process, more than one bidder can conduct due diligence at the same time. Here, Ingenia has more than one bidder at the same price.
The Ingenia Board, after consulting its financial advisers and receiving written advice from its external legal advisers, determined in good faith that the WP Non-Exclusive Proposal is or could reasonably be considered to become a ‘Superior Proposal’ for the purposes of the fiduciary out in clause 5.5 of the AVID Process Deed. The fiduciary out therefore applies, which allows:
- Ingenia to continue to engage with Warburg Pincus, as well as Discovery Parks and LDR Capital, on the proposal.
- Warburg Pincus, Discovery Parks and LDR Capital to continue to have access to due diligence.
The AVID Process Deed remains operative, so AVID continues to have access to due diligence and can continue to engage with Ingenia.
Before Ingenia can enter into the WP Non-Exclusive Process Deed or terminate the AVID Process Deed, it must first give AVID the opportunity to match. Ingenia began that process by notifying AVID after market on 12 November 2026 of the material terms of the proposal.
Peet transaction status and what happens next
The Ingenia Board has not determined that the WP Non-Exclusive Proposal or the Further Revised AVID Proposal constitutes a ‘Bidder Superior Proposal’ under the Peet SID. Neither proposal is currently a ‘Bidder Superior Proposal’, and the Board has not indicated that it intends to recommend either to securityholders.
Ingenia continues to comply with its obligations under the Peet SID and to work with Peet towards implementation of its proposed acquisition of Peet.
The Peet acquisition proposal offers Peet holders 0.3367 Ingenia stapled securities plus $0.68 cash per share, and is built around a combined group with a market capitalisation of about $2.4 billion.
Ingenia is entitled to terminate the Peet SID (prior to 8.00am on the Second Court Date) if the Board determines that a Bidder Competing Proposal constitutes a Bidder Superior Proposal, subject to the fiduciary and statutory duties test set out in the Peet SID. In that event, Ingenia would be liable to pay a $10 million reverse break fee to Peet.
There is no certainty that the WP Non-Exclusive Proposal or any proposal from AVID will result in a Binding Offer for Ingenia, or that any transaction will eventuate. Ingenia securityholders do not need to take any action in relation to either proposal.
The dates stated in the announcement are:
- AVID matching or superior counterproposal due on or before 15 November 2026.
- Bid Deadline for Binding Offers: 5.00pm on 8 December 2026 (or any later date notified by Ingenia).
- Warburg Pincus Binding Offer not to be withdrawn until 5.00pm on 14 December 2026.
Ingenia said it will keep securityholders informed in accordance with its continuous disclosure obligations.
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