IRONGATE GROUP - Irongate Group rejects non-binding proposal from 360 Capital and withdrawal of cautionary announcement

Irongate Group rejects non-binding proposal from 360 Capital and withdrawal of cautionary announcement

Irongate Group (JSE: IAP)
Comprising Irongate Property Fund I (IPF I, ARSN 162 067 736) and Irongate Property Fund II (IPF II, ARSN 644 081 309), established in Australia
and registered with ASIC as managed investment schemes
Operated by Irongate Funds Management Limited (ACN 071 514 246; AFSL 290 909) (Responsible Entity)
IPF I is registered as a foreign collective investment scheme in terms of the Collective Investment Schemes Control Act No.45 of 2002
ISIN: AU0000046005
(IAP or the Fund)


SENS ANNOUNCEMENT
27 October 2021

Irongate Group rejects non-binding proposal from 360 Capital


Irongate Group (IAP) refers to its announcement on 18 October 2021 in relation to an
unsolicited, highly conditional, indicative and non-binding proposal from 360 Capital Group and
360 Capital REIT (together with their associated entities) (together, 360 Capital) to acquire, by
way of an agreed trust scheme, all of the stapled securities in Irongate Group (IAP) which 360
Capital does not already own for A$1.6047 cash per stapled security (i) (being a headline price of
A$1.65 less the announced distribution of A$0.0453 per stapled security for the half year ended
30 September 2021(ii)) (Indicative Proposal).

The IAP Board has carefully considered the Indicative Proposal in conjunction with its advisers
and has unanimously concluded that the Indicative Proposal materially undervalues IAP and
therefore does not represent a compelling proposition for securityholders.

The IAP Board is of the firm view that the Indicative Proposal does not adequately reflect the
underlying value of IAP having regard to its high-quality office and industrial real estate portfolio,
the value-add upside potential embedded in the portfolio, and the value and growth potential of
its third party funds management business. Following the revaluations undertaken as at 30
September 2021, IAP’s net asset value is now A$1.61 per stapled security.

The IAP Board also notes 360 Capital has not provided certainty on its ability to fund the
Indicative Proposal.

The IAP Board is committed to maximising securityholder value and will appropriately consider
a proposal that is consistent with this objective.

IAP has engaged Macquarie Capital (Australia) Limited and J.P. Morgan Securities Australia
Limited as its financial advisers, King & Wood Mallesons as its Australian legal adviser and
Cliffe Dekker Hofmeyr as its South African legal adviser.

Footnotes:
(i)  A$1.6047 per stapled security represents an implied price per stapled security in South African Rand of R17.86, based
     on the South African Rand to Australian Dollar ratio of 0.0898 as at 26 October 2021.

(ii) The headline price of A$1.65 per stapled security pursuant to the Indicative Proposal is to be reduced by any
     distribution or capital return declared or paid by IAP from the date of the Indicative Proposal, including the announced
     distribution of A$0.0453 per stapled security for the half year ended 30 September 2021. This distribution amount is pre
     withholding tax applicable to non-Australian securityholders holding stapled securities on IAP’s South African and
     Australian sub registers.


Withdrawal of cautionary statements to take no action

Securityholders are referred to the cautionary announcement issued by the IAP Board in
relation to the Indicative Proposal as released on the ASX and JSE on Monday, 18 October
2021. As the IAP Board has determined not to engage with 360 Capital in relation to the
Indicative Proposal, securityholders are advised that such caution is no longer required to be
exercised when dealing in IAP stapled securities.

This announcement has been authorised for release by the IAP Board.
Johannesburg

Sponsor
Investec Bank Limited


                                                       ENDS



FOR FURTHER INFORMATION, PLEASE CONTACT:

Lucy Spenceley
Investor Relations and Company Secretary

T +61 2 7906 2006
E ir@irongategroup.com.au


                                                                                                                      

Date: 27-10-2021 08:23:00
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