National Storage Clears Final Regulatory Hurdle as $3B Takeover Heads to Vote

Regulatory hurdles cleared for National Storage’s $3 billion takeover

National Storage REIT has confirmed that both the Australian Foreign Investment Review Board (FIRB) and New Zealand’s Overseas Investment Office (OIO) have approved the proposed National Storage Brookfield GIC acquisition. The confirmations eliminate two critical regulatory conditions that stood between the Brookfield-GIC consortium and completion of their scheme of arrangement to acquire all issued stapled securities in the REIT.

The Australian Commonwealth Government confirmed it has no objection to the schemes under the Foreign Acquisitions and Takeovers Act 1975, subject to certain conditions acceptable to the bidders. New Zealand’s OIO has consented to the implementation under the Overseas Investment Act 2005, also subject to acceptable conditions. These approvals satisfy conditions precedent outlined in clauses 3.2(a) and 3.2(b) of the Scheme Implementation Deed dated 8 December 2025.

With foreign competition approvals and clearances now secured across all relevant jurisdictions, the transaction faces just eight days until securityholders vote on 15 April 2026. Regulatory risk has been removed from the deal equation, shifting focus entirely to the securityholder vote and court approvals as the remaining variables.

What conditions remain before completion?

The schemes remain subject to certain other conditions precedent before the Brookfield-GIC consortium can complete the acquisition, including:

1. Securityholder approval at the Meetings (requires requisite majorities on Transaction Resolutions)
2. Court approvals following the securityholder vote
3. The satisfaction or waiver (where capable of waiver) of certain other conditions as set out in full in clause 3.2 of the Scheme Implementation Deed

Securityholders can attend the concurrent meetings in person at Clayton Utz, Level 28, 71 Eagle Street, Brisbane, or participate via the virtual meeting platform. Proxy votes must reach the NSR Security Registry by 10.00am Brisbane time on 13 April 2026.

Understanding scheme of arrangement transactions

A scheme of arrangement represents a court-supervised transaction structure used for large-scale Australian takeovers. Unlike a standard takeover bid where individual shareholders can choose whether to accept, a scheme binds all securityholders once approved by the required thresholds and the court.

The structure requires both securityholder approval (meeting specific voting thresholds) and Federal Court approval. Once these conditions are satisfied, all securityholders receive the scheme consideration regardless of how they personally voted. This provides certainty for both the acquiring consortium and the target company by eliminating the possibility of minority holdouts blocking completion.

For retail investors, this means if the requisite majorities vote in favour and the court approves the schemes, participation becomes mandatory rather than optional. There is no ability to retain securities if the schemes proceed to implementation.

NSR Board maintains unanimous recommendation

The National Storage REIT Board has unanimously recommended securityholders vote in favour of the Transaction Resolutions. This recommendation remains subject to standard qualifications: the absence of a Superior Proposal and the Independent Expert continuing to conclude the transaction is in the best interests of securityholders.

NSR Board

“The NSR Board unanimously recommends that NSR securityholders vote in favour of the Transaction Resolutions, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Transaction is in the best interests of NSR securityholders.”

All NSR Directors intend to vote their personally held securities in favour of each Transaction Resolution, subject to the same qualifications. The Independent Expert concluded the transaction is in the best interests of securityholders, as detailed in the Scheme Booklet released 10 March 2026.

Securityholders should note that Managing Director and CEO Andrew Catsoulis will, if the schemes become effective, become entitled to cash payments of up to $9,508,797 (in aggregate) and 1,326,100 NSR securities under his performance incentive and transaction retention bonus arrangements. These arrangements are disclosed in section 9.3.2 of the Scheme Booklet. Investors may wish to consider these arrangements when weighing Mr Catsoulis’ recommendation on the transaction.

What this means for NSR investors

With FIRB and OIO approvals now secured, the path to transaction completion has been substantially de-risked. The securityholder vote represents the final major milestone for the Brookfield-GIC consortium’s acquisition of Australia and New Zealand’s largest self-storage operator.

National Storage operates more than 290 locations across both countries, serving in excess of 100,000 residential and commercial customers. The company is the first independent, internally managed and fully integrated owner and operator of self-storage centres listed on the Australian Securities Exchange.

Securityholders have one week to review the comprehensive Scheme Booklet before the proxy deadline. The booklet provides detailed information about the schemes, transaction terms, and the Independent Expert’s analysis. All securityholders are encouraged to read the Scheme Booklet in its entirety before making their voting decision, whether attending the meetings in person, participating online, or lodging a proxy vote ahead of the 13 April 2026 deadline.

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