Why 360 Capital Group’s Board Urges Acceptance of $0.31 Takeover Offer

Background and Offer Details

360 Capital Group (ASX – TGP), an investment and funds management group focused on real estate equity and credit opportunities, has been the subject of an unconditional off-market takeover bid from TT Investments Pty Limited. The offer price stands at $0.31 per stapled security, representing an all-cash proposal for all securities not already owned by TT Investments and its associates.

The offer is unconditional, with no minimum acceptance threshold or due diligence conditions, allowing immediate acceptance. The offer period closes on 30 October 2025 unless extended.

Board and Expert Recommendations

The Independent Board Committee (IBC), comprising the independent non-executive directors of 360 Capital Group, has unanimously recommended that securityholders accept the offer, provided no superior proposal emerges. This recommendation is supported by an Independent Expert’s Report from Grant Thornton Corporate Finance Pty Ltd, which concludes the offer is fair and reasonable to securityholders, albeit at the lower end of the expert’s valuation range of $0.296 to $0.335 per security.

The IBC highlights that the offer delivers a premium to historical trading prices, adjusted for a recent special distribution of $0.40 per security. The offer also provides securityholders with certainty of cash consideration in a market where liquidity is limited and the risk of price decline exists if the offer lapses.

Ownership and Future Outlook

TT Investments and its associates currently hold a 67.17% relevant interest in 360 Capital Group securities. Should their ownership increase beyond 75%, they intend to seek delisting of 360 Capital Group from the ASX, which would significantly reduce liquidity for remaining minority securityholders.

The offer removes securityholders’ exposure to risks associated with continued investment in 360 Capital Group, including market volatility, regulatory changes in private credit, and operational risks inherent in a relatively small management team overseeing a complex portfolio.

Risks and Considerations for Securityholders

Securityholders who do not accept the offer risk becoming minority holders in a company controlled by TT Investments, with reduced influence and liquidity. The IBC notes that the likelihood of a competing superior proposal is low given TT Investments’ majority stake and the absence of alternative offers.

Tax implications vary by individual circumstances, and securityholders are advised to seek independent financial, legal, and taxation advice before deciding whether to accept the offer.

Next Steps for Securityholders

Securityholders have the choice to accept the offer, sell securities on market, or do nothing. Acceptance requires following instructions detailed in the Bidder’s Statement. If TT Investments acquires 90% or more of securities, it intends to compulsorily acquire remaining securities, compelling minority holders to sell.

The IBC and independent directors intend to accept the offer for the securities they hold or control, reinforcing their confidence in the offer’s fairness and reasonableness.