Peet Ltd Backs $2.185 Per Share Ingenia Scheme for Living Sector Platform

Peet backs $2.185 per share Ingenia scheme to build Australia’s largest living sector platform

Peet Limited (ASX: PPC) has entered a binding Scheme Implementation Deed with Ingenia Communities Group (ASX: INA), under which Ingenia has proposed to acquire 100% of Peet by way of a Scheme of Arrangement. Dated 26 August 2026, the deal delivers an implied total value of $2.185 per Peet share, inclusive of Peet’s 2H26 dividend.

The Peet Board has unanimously recommended the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding it is in the best interests of shareholders. The transaction represents the culmination of Peet’s comprehensive strategic review.

For shareholders, the offer combines immediate cash certainty with the option of ongoing equity participation in a larger, more diversified group. The Scheme Consideration comprises $2.12 per share, made up of 0.3367 Ingenia stapled securities plus $0.68 cash, with a 2H26 dividend of up to $0.065 per share on top.

Breaking down the offer, cash, scrip and a compelling premium

The Scheme Consideration is structured as a mix of cash and Ingenia stapled securities. A stapled security in Ingenia combines a share in Ingenia Communities Holdings Limited with units in two associated trusts. The 0.3367 Ingenia stapled securities per Peet share equate to $1.44 per share based on Ingenia’s 10-day volume-weighted average price (VWAP) of $4.28, alongside the $0.68 cash component.

Peet shareholders will have a mix-and-match option, allowing them to elect either Maximum Cash or Maximum Scrip consideration, subject to scale back. The maximum available cash represents approximately 32% of the total consideration pool.

The following table sets out the premium implied by the total value across several reference points.

The escalating premium across time reference points reinforces the value being delivered. The 47% premium to the last disclosed net tangible assets (NTA) figure of $1.49 warrants context. This figure reflects Book NTA under historical cost accounting and, according to the announcement, does not fully reflect the market value of Peet’s development projects and co-investment stakes.

What a Scheme of Arrangement means for shareholders

A Scheme of Arrangement is a court-approved mechanism through which one company acquires another. It requires approval by the requisite majorities of shareholders at a formal meeting, sanction by the Court, and an opinion from an Independent Expert that the transaction is in shareholders’ best interests.

If approved, all shares transfer to the acquirer rather than being purchased on-market. Peet has appointed Kroll Australia Pty Ltd as the Independent Expert to opine on whether the Scheme is in the best interests of Peet shareholders. This structure means the transaction is conditional and not yet complete.

The strategic logic, combining development pipeline with recurring rental income

The combination is intended to create the largest ASX-listed pure-play living sector platform by number of lots. It brings together Peet’s premier development pipeline with Ingenia’s land lease and lifestyle rental and development model, introducing stable, recurring rental income to Peet’s development platform.

Peet’s record FY26 earnings, which saw net operating profit surge 77% to $103.4 million on contracts on hand of $851 million, provide the financial backdrop against which the Board concluded the strategic review and entered the Scheme Implementation Deed.

Key features of the Combined Group include:

• A combined pipeline integrating Peet’s ~26,400 lot pipeline with Ingenia’s 8,800 development lots, securing a 10+ year growth pathway

• Expected status as the 13th largest ASX-listed real estate group, with a market capitalisation of approximately $2.4bn

• A combined balance sheet book value of approximately $3.7bn, pro-forma for the Flagstone JV

• A synergy opportunity, with Ingenia having identified 5,000 to 7,000 sites in Peet’s pipeline suitable for land lease conversion, carrying an expected end value of approximately $1bn

As a constituent of the S&P/ASX 200, the Combined Group is expected to benefit from improved trading liquidity and increased institutional broker coverage relative to Peet as a standalone entity. Greater scale is also expected to support a lower cost of debt and equity capital and provide potential for a re-rate.

The Flagstone joint venture, unlocking hidden value

In connection with the Scheme, and conditional on it becoming effective, Ingenia has entered into a term sheet with Brown-Neaves Investments (the JV Partner) to sell a 49.9% stake in the Flagstone asset. The Flagstone JV carries an enterprise valuation of $615m.

That valuation reflects an uplift of approximately $368m compared to Peet’s book value of $247m at 30 June 2026. The uplift illustrates the market value embedded in Peet’s assets above their accounting book value, reinforcing the premium narrative.

Signing of unconditional transaction documentation remains subject to completion of confirmatory due diligence to the satisfaction of the JV Partner, as well as the negotiation and agreement of definitive transaction documents.

Board and major shareholder support

The Peet Board unanimously recommends that shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert’s conclusion. Each Peet Director has confirmed they intend to vote all shares they control or hold in favour of the Scheme, subject to the same qualifications.

Peet’s largest shareholder, Scorpio Nominees, representing approximately 14.5% of shares on issue, has provided an undertaking to vote in favour of the transaction, subject to the same conditions.

Greg Wall AM, Peet’s Independent Non-Executive Chairman

“This Scheme is a strong endorsement of Peet’s high-quality national development pipeline and our disciplined approach to property development. The combination with Ingenia brings together two highly complementary portfolios and provides our shareholders with both immediate cash certainty and the option to remain invested in a leading living sector platform.”

What happens next, key dates and conditions

Peet shareholders do not need to take any action at this stage. The transaction remains subject to a number of conditions, including merger clearance from the Australian Competition and Consumer Commission (ACCC), approval by the requisite majorities of Peet shareholders, Court approval, the Independent Expert’s conclusion, and execution of the Flagstone JV Implementation Deed.

A Scheme Booklet, containing detailed information and the Independent Expert’s Report, is expected to be despatched to shareholders in early November 2026. The indicative timetable for the Scheme is set out below.

1. First court hearing, Late October 2026

2. Scheme Booklet despatched, Early November 2026

3. Scheme Meeting, Early December 2026

4. Second court hearing, Early December 2026

5. Scheme record date, Mid-December 2026

6. Implementation, Late December 2026

All dates are indicative and subject to change. The SID contains customary exclusivity provisions, including “no shop”, “no talk” and “no due diligence” restrictions, along with break fee and reverse break fee arrangements, each set at $10m. Peet is being advised by Goldman Sachs as financial adviser and Clayton Utz as legal adviser.

For readers wanting a fuller breakdown of the combined group’s scale metrics and index inclusion pathway, our detailed coverage of the Ingenia merger’s ASX 200 implications walks through the 52,159-lot combined portfolio, broker coverage expansion from 1 to 8 analysts, and the inter-conditional structure linking the Flagstone JV to scheme completion.

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