Peet scheme clears Court hurdle ahead of December shareholder vote

First Court hurdle clears the path to Peet’s takeover vote

Peet Limited (ASX:PPC) can now formally put Ingenia Communities Group’s (ASX:INA) proposed acquisition to shareholders after the Federal Court approved the convening of a scheme meeting on 7 December. ASIC has also registered the Scheme Booklet, moving the transaction from proposal to decision point.

The Court order does not endorse the merits of the transaction. That judgement is now largely in the hands of Peet shareholders, who will vote on a deal that would transfer 100% of the company to Ingenia and ultimately remove Peet from the ASX. The Scheme Booklet follows the earlier draft Scheme Booklet lodged with ASIC as the approval process advanced.

Kroll backs consideration valued above Peet’s market price

Independent expert Kroll concluded the scheme is fair, reasonable and in shareholders’ best interests, in the absence of a superior proposal. It assessed Peet’s fully diluted value at $2.05 to $2.26 per share, compared with scheme consideration ranging from $1.88 to $2.18 under the available cash and scrip options.

The default consideration is $0.68 cash and 0.3367 Ingenia stapled securities for each Peet share. Based on Ingenia’s 10-day VWAP of $4.2767, that implies $2.12 per Peet share, or $2.185 including Peet’s already-paid 6.5-cent final dividend. Ingenia’s closing price was $5.36 at the Scheme Booklet’s last practicable date, which would lift the implied value of the standard consideration to about $2.48, although that value is not fixed and remains exposed to movements in Ingenia’s security price.

Shareholders can elect maximum cash or maximum scrip, but neither option is guaranteed in full. The cash pool is capped at about $322.5 million and the scrip pool at 159.7 million Ingenia securities, meaning popular elections can be scaled back.

Board support is reinforced by a major shareholder

Peet’s directors unanimously recommend voting in favour, subject to no superior proposal emerging and Kroll maintaining its opinion. Their combined relevant interest is approximately 0.3%, while Scorpio Nominees has committed approximately 14.5% of Peet shares to the scheme vote on the same conditions. That support gives the proposal a substantial starting bloc, though it does not remove the need to satisfy the statutory voting thresholds.

The scheme must secure approval from more than 50% of shareholders present and voting, unless the Court waives that requirement, and at least 75% of votes cast. It must then return to the Federal Court for approval, with the second hearing scheduled for 15 December.

Flagstone and ACCC remain material conditions

The transaction is not yet a done deal. ACCC clearance remains a condition, while the Flagstone joint venture documents are still being finalised. Under the proposed arrangement, an entity associated with Garry Brown-Neaves would acquire 49.9% of the Flagstone asset at an agreed inventory valuation of $615 million, with the combined group retaining 50.1% and development management responsibilities.

The proposed combination also carries a heavier financial load than Peet alone. The pro forma combined group is expected to have a net current asset deficiency of $50.1 million and gearing of 29.9%, compared with Peet’s standalone gearing of 24.8% at 30 June 2026. It would also incur approximately $109.8 million of transaction costs, while Ingenia’s Fullerton Cove regulatory investigations remain unresolved.

For Peet investors, the next meaningful test is the 7 December vote, followed by the second Court hearing and the outstanding regulatory and Flagstone conditions. If all steps are cleared, implementation is expected on 4 January 2027. The immediate question is less whether the scheme has momentum than whether the still-variable Ingenia scrip value and unfinished conditions can hold that momentum through the final stretch.