Elanor Commercial Property Fund Faces Takeover Bid Amid Governance and Strategy Concerns

Background and Offer Details

On 20 August 2025, LDR Assets Pty Ltd, acting as trustee for the LDR Assets Trust and part of the Lederer Family Office, formally lodged a bidder’s statement with ASIC to acquire all stapled securities in the Elanor Commercial Property Fund (ASX – ECF). The offer price is set at 70 cents cash per stapled security, representing a premium ranging from 5.3% to over 20% compared to various historical trading benchmarks, including a 20.6% premium to ECF’s October 2024 equity raising price.

The offer is unconditional except for a single condition that no prescribed occurrences occur during the bid period. Notably, the bidder has waived all other conditions previously announced, signaling a strong commitment to the acquisition.

Strategic Intent and Governance Concerns

The Lederer Family Office, led by Paul Lederer, currently holds a substantial 27.54% stake in ECF, effectively a blocking stake that complicates competing bids. The family office has expressed concerns about Elanor’s management of ECF, citing elevated management expense ratios compared to peers, unresolved governance issues, and potential conflicts of interest linked to Elanor’s board composition and its relationship with controlling shareholders Rockworth and Su Kiat Lim.

Lederer has repeatedly sought to replace Elanor as the responsible entity and investment manager of ECF, proposing an independent trustee and significant changes to the investment management agreement to benefit securityholders. These proposals have so far been rejected by Elanor, prompting the current takeover bid.

Post-Acquisition Plans and Potential Impact

Should the bid succeed, the Lederer Family Office intends to conduct a comprehensive review of ECF’s portfolio, management arrangements, debt structure, and capital management. If control thresholds are met, the bidder plans to replace Elanor Funds Management Limited with an independent responsible entity, Evolution Trustees Limited, and may terminate the existing investment management agreement, potentially appointing LDR Capital as the new manager.

The bid also contemplates the possibility of compulsory acquisition of remaining securities, delisting ECF from the ASX, and rebranding the fund. These moves aim to address the bidder’s concerns about ECF’s strategic direction, particularly the risk of asset dilution and changes linked to Elanor’s evolving ownership and strategy.

Offer Mechanics and Securityholder Considerations

Securityholders are offered a straightforward cash exit with no brokerage or stamp duty costs on acceptance. The bidder has appointed Shaw and Partners as broker to facilitate on-market purchases at or below the offer price during the bid period. Securityholders can accept the offer via the Automic Investor Portal or through their controlling participants.

The offer excludes adjustment for the upcoming June 2025 quarter distribution but will adjust for future distributions declared after that date. The bidder warns that failure to accept may result in reduced liquidity and minority status if the bidder increases its stake without compulsory acquisition.