Iris Boosts Reef Casino Trust Bid to A$3.72 Amid Strong Board and Shareholder Backing

Background and Offer Details

Reef Corporate Services Limited (RCSL), as the responsible entity for Reef Casino Trust (RCT), has entered into an amended Takeover Implementation Agreement with Iris Cairns Property Pty Ltd (Iris). Iris has increased its off-market cash takeover bid for all ordinary units in RCT to A$3.72 per unit, up from the previous offer of A$3.5541. This revised offer values the total equity of RCT at approximately A$185.3 million, representing a significant premium to recent trading prices.

The offer is structured as a cash bid for all 49,801,036 fully paid units on issue. If successfully completed, unitholders will receive aggregate proceeds of around A$185 million. The bid is subject to customary conditions including a minimum acceptance threshold of 80%, regulatory approvals related to casino and liquor licensing, non-objection from the Australian Competition and Consumer Commission (ACCC), and no material adverse changes to RCT’s business.

Board and Major Unitholder Support

The Independent Board Committee (IBC) of RCSL, comprising both independent and non-independent directors, has unanimously recommended that unitholders accept the offer. This recommendation is contingent on the absence of any superior proposal, satisfaction of regulatory conditions, and a favorable opinion from an independent expert regarding the fairness and reasonableness of the offer.

Notably, RCT’s two largest unitholders, Accor Casino Investments (Australia) Pty Ltd and Casinos Austria International Limited, hold a combined interest exceeding 71% of the units. Both have publicly declared their support for the offer and intend to accept it within 21 days of the offer period opening, provided no superior proposal emerges and the independent expert maintains a reasonable opinion.

Regulatory and Transactional Conditions

The takeover bid is subject to a range of regulatory approvals, including those from the Queensland Attorney General and Governor in Council under the Casino Control Act, liquor licensing authorities, and the ACCC. The bid also requires the unconditional completion of share purchase agreements for the responsible entity of RCT and the operator of The Reef Hotel Casino.

Exclusivity provisions are in place to prevent RCSL from engaging in discussions with other potential bidders, including break fees and rights to match competing proposals. The agreement also outlines detailed conduct obligations for RCT during the offer period to preserve business value and regulatory compliance.

Next Steps and Timetable

The indicative timetable anticipates the Bidder’s Statement to be dispatched to unitholders between 10 and 12 September 2025, followed by RCT’s Target’s Statement around 29 September 2025. The Target’s Statement will include an independent expert’s report prepared by Lonergan Edwards & Associates Limited, assessing the fairness and reasonableness of the offer and related transactions.

The offer period is scheduled to close on 13 March 2026, subject to any extensions or early withdrawal with regulatory consent. RCT has committed to keeping unitholders informed of material developments as the transaction progresses.

Strategic Implications

Iris, owned by Iris Capital and with existing casino and hotel assets across Australia, is positioning itself to consolidate ownership of the Reef Casino Trust, a key asset in Cairns, Queensland. The increased offer price and strong backing from the board and major unitholders signal confidence in the transaction’s value proposition. However, the deal remains contingent on regulatory clearances and the absence of competing bids.