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Update on FIRB approval and Scheme Meetings
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)
Update on FIRB approval and Scheme Meetings
Irongate Funds Management Limited (IAP RE) as responsible entity of Irongate Property Fund I
(IPF I) and Irongate Property Fund II (IPF II) (together, IAP) today announces an update on the
proposal by Charter Hall PGGM Industrial Partnership No.2 (CHPIP) under which it is proposed
that CHPIP acquire 100% of the units in IPF I, and Charter Hall Holdings Pty Limited acquire
100% of the units in IPF II by way of inter-conditional trust schemes (Proposal).
Update on FIRB approval
Foreign Investment Review Board (FIRB) approval is a condition precedent to the Proposal.
IAP has been informed by CHPIP that FIRB has requested, and CHPIP has agreed to, an
extension to the statutory deadline to 1 July 2022 for the Treasurer to provide a response to
CHPIP’s FIRB application. As a result, it is unlikely that FIRB approval will be received in time
for the scheme meetings (to be held at 5:00pm (Sydney time) / 9:00am (Johannesburg time) on
Wednesday, 29 June 2022) (Scheme Meetings). While this is unfortunate, it is important to
note that the IAP RE Board is not currently aware of any reason why FIRB approval would not
be obtained.
Although IAP securityholder approval is also a condition precedent, it is not a requirement that
the FIRB approval condition be satisfied prior to the receipt of IAP securityholder approval.
Accordingly, the IAP RE Board considers it is in the best interests of IAP securityholders to
proceed with the Scheme Meetings to reduce any potential delays between receipt of the
outstanding FIRB approval and implementation of the Proposal.
IAP will provide a further update on the status of the FIRB approval condition at the Scheme
Meetings.
Scheme Meetings on Wednesday, 29 June 2022
The Scheme Meetings will be conducted, as previously announced, as virtual meetings
commencing at 5:00pm (Sydney time) / 9:00am (Johannesburg time) on Wednesday, 29 June
2022. There will be no physical meetings.
All IAP securityholders are encouraged to vote either by attending the Scheme Meetings online,
or by lodging a proxy vote by 5:00 pm (Sydney time) / 9:00 am (Johannesburg time) on
Monday, 27 June 2022.
Full details on how to participate in the Scheme Meetings by way of live webcast and how to
vote (including by way of proxy, attorney or corporate representative) are provided in the Notice
of Meeting and Explanatory Memorandum (together, the Scheme Booklet) previously
despatched to IAP securityholders.
The Scheme Booklet is also available at IAP’s website (www.irongategroup.com.au).
Process following IAP Securityholder approval
As indicated in the Scheme Booklet, IAP RE has a scheduled Court hearing for the Proposal on
Tuesday, 5 July 2022 (Second Court Date) to obtain judicial advice in relation to
implementation of the Proposal. If the Proposal is approved by IAP securityholders at the
Scheme Meetings by the requisite majorities and FIRB approval is obtained prior to the Second
Court Date, there will be no change to the previously announced timetable for implementation of
the Proposal.
If the Proposal is approved by IAP securityholders at the Scheme Meetings by the requisite
majorities but IAP RE expects that FIRB approval will not be obtained by the Second Court
Date, IAP RE will announce any changes to the process and timetable for obtaining judicial
advice in relation to implementation of the Proposal.
IAP RE will announce any other material developments in relation to implementation of the
Proposal.
Further information
IAP securityholders can obtain further information in relation to the Proposal or the Scheme
Meetings by visiting the IAP's website (www.irongategroup.com.au) or calling the IAP
securityholder information line on 1300 620 419 (within Australia) or +613 9415 4314 (outside
Australia) between 8.30am and 5.00pm (Sydney time) Monday to Friday, excluding public
holidays.
IAP securityholders holding IAP securities on the South African register should direct their
queries to their broker or CSDP.
This announcement has been authorised for release by the Company Secretary.
Johannesburg
24 June 2022
Sponsor
Investec Bank Limited
Date: 24-06-2022 09:49:00
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