NSR Secures FIRB and OIO Approvals, Board Endorses Scheme Vote

• FIRB and New Zealand OIO approvals received for acquisition scheme
• Acquisition by Brookfield and GIC consortium remains subject to securityholder and court approvals
• NSR Board unanimously recommends voting in favour, absent a superior proposal
• Securityholder meetings set for 15 April 2026, with proxy voting available
• Management incentives disclosed in Scheme Booklet may influence shareholder considerations

Regulatory Approvals Achieved

National Storage REIT (ASX:NSR) announced on 7 April 2026 that the Foreign Investment Review Board (FIRB) of Australia and the New Zealand Overseas Investment Office (OIO) have both provided written confirmations clearing the way for the proposed acquisition of all issued stapled securities of NSR. These approvals satisfy the conditions precedent under the Scheme Implementation Deed entered into with the acquiring entities, Iridium SP BidCo Pty Ltd and ITG Australia TS Sub Pty Ltd, which are jointly owned by a consortium comprising Brookfield Funds and affiliates of the GIC Investor.

Next Steps in the Acquisition Process

While these regulatory milestones represent significant progress, the transaction remains conditional on several other approvals. These include the approval of the Transaction Resolutions by the requisite majorities of NSR securityholders at meetings scheduled for 15 April 2026, as well as court approvals and the satisfaction or waiver of other conditions outlined in the Scheme Implementation Deed and the Scheme Booklet released on 10 March 2026.

Securityholders are encouraged to participate in the meetings either in person at Clayton Utz in Brisbane or via an online platform, with proxy voting available until 13 April 2026. The Scheme Booklet provides detailed information about the transaction and the conditions attached to it, including disclosures on management incentives.

Board Recommendation and Management Incentives

The NSR Board has unanimously recommended that securityholders vote in favour of the Transaction Resolutions, subject to the absence of a superior proposal and contingent on the Independent Expert continuing to conclude that the transaction is in the best interests of securityholders. Each director intends to vote their holdings in favour under these conditions.

Notably, the Scheme Booklet discloses that NSR’s Managing Director and CEO, Andrew Catsoulis, stands to receive cash payments and securities under performance incentive and retention arrangements if the Schemes become effective. Securityholders are advised to consider these arrangements alongside the Board’s recommendation when making their voting decisions.

Context and Market Position

National Storage is the largest self-storage provider across Australia and New Zealand, operating over 290 locations and serving more than 100,000 customers. The proposed acquisition by the Brookfield-GIC consortium follows a series of recent developments, including the dispatch of the Scheme Booklet and prior court approvals to convene securityholder meetings, as covered in previous Middle.News articles.

In a broader market context, the satisfaction of FIRB and OIO conditions is a key regulatory hurdle in cross-border transactions involving real estate assets, reflecting government oversight on foreign investment. The upcoming securityholder vote and court approvals will be critical in determining the transaction’s completion timeline.

Bottom Line?

The transaction has cleared important regulatory hurdles, but final completion depends on securityholder and court approvals scheduled in the coming weeks.

Questions in the middle?

• Will any superior proposals emerge before the securityholder vote on 15 April 2026?
• How might disclosed management incentives affect securityholder sentiment and voting outcomes?
• What are the potential operational impacts on NSR post-acquisition by the Brookfield-GIC consortium?