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Irongate (IAP) received an unsolicited, highly conditional and indicative non-binding takeover proposal from Capital Group (TGP) and 360 Capital REIT. Source: Irongate
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  • Irongate (IAP) received an unsolicited, highly conditional and indicative non-binding takeover proposal from 360 Capital Group (TGP) and 360 Capital REIT (TOT) on Friday
  • By the way of an agreed trust scheme, 360 Capital plans to acquire all the stapled securities in IAP which 360 Capital does not already own for A$1.6047 cash
  • The proposal is also contingent on ESR Real Estate, or its affiliate’s managed funds, entering into an agreement to buy chosen assets from IAP’s portfolio
  • The IAP board has emphasised that the indicative proposal is very conditional and uncertain
  • Shares in IAP are up 3.67 per cent to $1.56; TGP flat at 82 cents; and TOT is also trading in the grey at 88 cents at 3:07 pm AEDT

Irongate (IAP) received an unsolicited, highly conditional and indicative non-binding takeover proposal from 360 Capital Group (TGP) and 360 Capital REIT (TOT) on Friday, in a deal that also includes ESR Real Estate.

By the way of an agreed trust scheme, 360 Capital plans to acquire all the stapled securities in IAP which 360 Capital does not already own for A$1.6047 cash, a 10 per cent premium on the last closing price.

The indicative proposal is also contingent on one or more of ESR Real Estate’s, or its affiliate’s managed funds, entering into an agreement with 360 Capital to buy an unspecified number of chosen assets from IAP’s portfolio on yet-to-be-determined terms.

360 Capital informed the market that the proposal does not require an equity raise.

IAP said it is considering the proposal and said shareholders should not take any action at this time and urged caution when dealing with their shares.

In addition, the IAP board emphasises that the indicative proposal is very conditional and uncertain.

360 Capital’s internal capital resources have yet to be identified and are subject to approval, and further conditional uncommitted third-party financing includes ESR Australia and Citibank.

In addition to the aforementioned condition with ESR, the deal is contingent on Citibank entering new debt facilities for which 360 Capital has obtained a highly conditional non-binding letter of support from Citi for arranging and underwriting debt.

The proposal also needs JSE, FIRB and other regulatory approvals alongside the unanimous recommendation of the IAP board.

It also relies on the completion of due diligence to the satisfaction of 360 Capital, with a request for a six-week period, final approval from 360 Captial boards and execution of a scheme implementation agreement on customary terms and conditions.

Macquarie Capital has been selected as IAP’s financial advisor, King & Wood Mallesons as its Australian legal counsel, and Cliffe Dekker Hofmeyr as its South African legal advisor.

In regard to this proposal, 360 Capital has retained Citigroup Global Markets Australia as its financial advisor, Ernst & Young as tax and accounting consultants, Clayton Utz as Australian legal advisers, and Bowman Gilfillan as South African legal advisors.

Shares in IAP are up 3.67 per cent to $1.56; TGP flat at 82 cents; and TOT is also trading in the grey at 88 cents at 3:07 pm AEDT.

IAP by the numbers
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