Buy-Back Offer Opens for 5% of 360 Capital Mortgage REIT Units at NAV-Based Price

Context and Purpose of the Buy-Back

360 Capital Mortgage REIT (ASX, TCF) has unveiled an off-market equal access buy-back offer, allowing eligible unitholders to sell all or part of their holdings at a price anchored to the Trust’s net tangible asset backing (NAV) plus accrued distributions. This initiative forms part of the Responsible Entity’s broader capital management strategy aimed at addressing liquidity constraints and narrowing the discount between the trading price of units on the ASX and their underlying net asset value.

Key Details and Mechanics

The buy-back will open on 8 October 2025 and close at 5, 00pm Sydney time on 27 October 2025. Eligible unitholders are those registered as holders on the record date of 6 October 2025 and who reside in Australia or New Zealand, reflecting regulatory restrictions and ASIC relief obtained to exclude foreign unitholders. The maximum buy-back size is capped at 5% of the total units on issue as of the record date, adjusted for any on-market buy-backs conducted since the extraordinary meeting in December 2024.

The buy-back price will be calculated on 31 December 2025 and will comprise the NAV per unit plus an amount equivalent to distributions payable from the cancellation date (30 October 2025) through to the payment date (15 January 2026). As of 31 August 2025, the NAV per unit was slightly below the recent ASX closing price, indicating a modest discount that the buy-back aims to address.

Participation Process and Considerations

Participation is voluntary, with unitholders required to submit a personalised Buy-Back Election Form by the closing date. The Responsible Entity reserves the right to scale back acceptances proportionally if total offers exceed the maximum buy-back size, ensuring no more than 5% of units are repurchased. Units bought back will be cancelled immediately, reducing the total units on issue and potentially enhancing value for remaining unitholders.

The buy-back offers advantages such as avoiding brokerage fees and potentially achieving a price higher than prevailing market prices if units trade below NAV. However, unitholders should weigh these benefits against risks, including the possibility that the market price may rise above the buy-back price after participation, and the tax implications of disposing of units through the buy-back.

Regulatory and Tax Implications

The Responsible Entity has secured ASIC relief to exclude foreign unitholders and to conduct the buy-back at a price that may be below prevailing market prices, which is a notable regulatory accommodation. Tax consequences vary by individual circumstances, with capital gains tax implications for those holding units on capital account. Unitholders are strongly advised to seek independent financial and tax advice before deciding to participate.

Outlook and Strategic Impact

This buy-back represents a strategic move by 360 Capital Mortgage REIT to optimize its capital structure and improve liquidity for investors. By reducing the number of units on issue, the Trust may enhance per-unit metrics and potentially support unit price stability. The Responsible Entity’s discretion to adjust the buy-back size or timing based on market conditions underscores a flexible approach to capital management.