Press release
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Level 10, 20 Bond Street Sydney NSW 2000, Australia P 1300 132 946 E investor@ingeniacommunities.com.au ingeniacommunities.com.au ASX / MEDIA RELEASE 26 August 2026 INGENIA PROPOSED ACQUISITION OF PEET – CREATING A LEADING LIVING SECTOR PLATFORM POSITIONED FOR LONG TERM GROWTH • Ingenia to acquire Peet, one of Australia’s leading master planned community (“MPC”) developers, securing a significant development pipeline including land lease community (“LLC”) growth • Positions Ingenia to deliver into Australia’s structural housing undersupply over the long-term • Accelerates delivery of Ingenia’s 5-Year Plan and core strategy, enhancing platform scale, creating a national footprint and efficiently securing 5–7K LLC conversion lots with a ~$1 billion end value1 • Extends Ingenia’s exposure to the attractive living sector via a complementary MPC business with a strong track record, capability and respected brand with the ability to realise integration synergies • As part of the Transaction, terms have been agreed with a high-quality capital partner to form a joint venture on the Flagstone City project for $615 million2, providing price validation and enhancing transaction funding efficiency • Compelling financial metrics (including low double digit EPS accretion to Ingenia securityholders) with the Transaction to deliver long term earnings and value creation benefits • Transaction to be implemented via a scheme of arrangement • Unanimous recommendation from Peet Board and support from Peet’s major shareholder, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Peet shareholders Transaction overview Ingenia Communities Group (ASX:INA) (“Ingenia”) has today announced that it has entered into a Scheme Implementation Deed (“SID”) to acquire 100% of Peet Limited (ASX:PPC) (“Peet”) shares via a scheme of arrangement (“Scheme”), subject to certain conditions , including the establishment of a joint venture at Peet’s Flagstone City project (the “Transaction”). Under the Scheme, Peet shareholders will receive consideration comprising: • $0.68 cash per Peet share (“Cash Consideration”); and • 0.3367 Ingenia stapled securities per Peet share (“Scrip Consideration”). 1 Based on the mid-point of LLC conversion lots estimate of 5,000 – 7,000 and assuming $240/week average rental and a cap rate consistent with Ingenia’s Lifestyle Rental (land lease) last reported book cap rate. 2 $615 million enterprise value on a 100% basis.
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Level 10, 20 Bond Street Sydney NSW 2000, Australia P 1300 132 946 E investor@ingeniacommunities.com.au ingeniacommunities.com.au ASX / MEDIA RELEASE The implied value of the offer is $2.12 per Peet share based on Ingenia’s 10-day VWAP of $4.28 on Friday, 21st August 2026.3 Peet will be entitled to pay its FY26 final dividend of $0.065 per share without a reduction to Cash Consideration. If the implementation date has not occurred by 26 February 2027 and is not reasonably expected to occur before Ingenia’s first half FY27 (“1H27”) ex -distribution date, then Peet will be entitled to pay an interim dividend for 1H27 that is of equivalent value to what Peet shareholders would have received based on I ngenia’s 1H27 interim distribution had the Scheme been implemented without it reducing the Cash Consideration. There will be a mix-and-match facility which enables Peet shareholders to elect to take all cash, all scrip or a combination of both (subject to a scale-back mechanism). As part of the Transaction, Ingenia has signed a term sheet with Brown-Neaves Investments (“JV Partner”) for the JV Partner to acquire a 49.9% stake in the Flagstone City project at an enterprise value of $615 million (100% basis) (“Flagstone JV”). The merged group’s balance sheet will be strengthened by the cash proceeds released from the Flagstone JV transaction after completion of the Transaction. The current implied value of the Consideration under the Scheme of $2.12 represents a: • 17.1% premium to Peet’s last close price of $1.81 on 21-August 2026; • 18.6% premium to Peet’s 10-day VWAP of $1.79; and • 18.5% premium to Peet’s 30-day VWAP of $1.79. The Peet Board has unanimously recommended the Scheme, in the absence of a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of Peet shareholders. Peet’s largest shareholder, Scorpio Nominees Pty Ltd (an entity controlled by Anthony Wayne Lennon) and associates, representing ~14.5% of Peet shares on issue, have undertaken to vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of Peet shareholders. Peet business Peet is a leading ASX-listed developer of primarily residential MPC with a strong track record dating back to business establishment in 1895 . Peet controls one of Australia’s largest development pipelines comprising more than 26K lot s 4, employing diversified project structures including full ownership, joint ventures and Development Management Agreements (“DMAs”) to underpin strong project breadth, capital efficiency and return on equity. Peet’s projects are located in key population growth corridors and serve predominantly owner -occupier customers, with significant complementarity with Ingenia’s existing portfolio and pipeline footprint. Strategic rationale The Transaction has strong strategic and financial rationale for both sets of securityholders, creating a leading national land lease platform and expanding Ingenia’s presence in the complementary MPC sector. 3 10-day market VWAP, Iress. Implied offer value including FY26 final dividend of $0.065 per share is $2.185 per share. 4 Equivalent lots (owned and managed), as at Jun-26.
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Level 10, 20 Bond Street Sydney NSW 2000, Australia P 1300 132 946 E investor@ingeniacommunities.com.au ingeniacommunities.com.au ASX / MEDIA RELEASE Key Transaction benefits and strategic rationale include: 1. Creates Australia’s leading land lease platform5 - Delivers an expanded living sector offering, enhanced platform scale and a national footprint - Significantly increases Ingenia’s strategic development pipeline in key growth corridors - Ingenia has identified ~5–7K LLC conversion lots (“LLC Conversion Lots”) in the Peet portfolio, resulting in a ~15K pro forma LLC lot pipeline and a ~35K pro forma residential lot pipeline6 - Provides pathway to an incremental ~$1 billion land lease asset base delivering recurring rent 2. Highly strategic business acquired on attractive terms - High-quality and uniquely mature Peet portfolio, with ~80% of pipeline projects active7 - Flagstone JV at a $615m enterprise value provides capital efficient funding and price validation - ~5-year payback period8 with nil goodwill recognised on Transaction9 3. Compelling financial metrics for securityholders - Pro forma FY26 accretion of 11.0% to Ingenia securityholders10 - Low double digit EPS accretion expected over the medium term - Peet’s portfolio of largely mature projects highly cash generative - ~$10m p.a. initial cost synergy opportunity identified 4. Enlarged and well-positioned pro forma balance sheet - Pro forma FY26 gearing of ~29.5%, within Ingenia target range11 - Flexibility to recycle capital in lower growth assets or enter further JVs on several attractive opportunities in enlarged land pipeline 5. Complementary platforms with deep capability, established systems and brand equity - Significant land lease and MPC platform integration and project co-location benefits - Deep bench of living sector specialist development expertise - Preserve-and-consolidate approach to integration Ingenia Communities CEO John Carfi said the Transaction represented a unique opportunity to acquire an extensive, high quality development pipeline and established operating platform on attractive terms. “The Transaction delivers on our core strategic goals, increasing our scale and exposure to land lease development, creating a national platform, accelerating and securing growth beyond our 5-Year Plan, as well as delivering a logical extension to our living strategy that responds to the evolution of the residential sector. 5 Based on # of sites, using available peer disclosures as at date of Transaction announcement and Chadwick Property Valuers (Australian Land Lease Communities – An Overview report). 6 Pro forma combined land lease development and other residential pipeline. Ingenia land lease development sites as at June 2026. Includes sites that are optioned or secured. Peet pipeline based on equivalent lots as at Jun-26, and includes owned and managed pipeline. 7 Total lots in projects that are under development. Where a project is launched, all lots in that project are considered to be activated. 8 Based on forecast levered cashflows. 9 Pro forma preliminary acquisition accounting results in no goodwill recognised on completion (as the fair value of net assets acquired are assumed to equal the purchase price) subject to finalisation of balance sheet and purchase price accounting finalisation post completion. 10 Pro forma impact assuming the Transaction (including Flagstone JV) had occurred on 1 July 2025. Based on Ingenia’s FY26 EPS of 35.8cps. Peet earnings based on FY26 NPAT of $103m, adjusted for the pro forma impact of the Flagstone JV including the estimated preliminary purchase price accounting and amortisation of adjusted pro forma cost base from current book value and contracts on hand, in addition to $10m run-rate synergies. Financing expense impact from transaction costs ($92m, including $55m stamp duty), offset by net debt repaid from Flagstone proceeds. 11 Gearing ratio calculated as net debt (drawn debt less cash, including land vendor liabilities) over total tangible assets (total assets less cash and intangible assets). Assumes $615m Flagstone JV value and $240m Flagstone JV debt.
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Level 10, 20 Bond Street Sydney NSW 2000, Australia P 1300 132 946 E investor@ingeniacommunities.com.au ingeniacommunities.com.au ASX / MEDIA RELEASE “Following the Transaction, Ingenia is strongly positioned to deliver into Australia’s structural housing undersupply for the next 10+ years, creating land lease communities satisfying the demands of an ageing population, coupled with predominantly owner -occupied MPC in population growth co rridors. The Transaction secures a substantial land lease conversion opportunity with a potential end value of ~$1 billion alongside complementary housing supply via Peet’s established land development pipeline. “The introduction of a high-quality partner on the Flagstone JV both supports Ingenia’s funding for the Transaction and validates the strong value proposition of the Peet pipeline, for which there will be further opportunities to introduce third-party capital over time. “Peet’s projects are mature and highly cash generative, supplementing our desire to grow development returns and diversify funding sources for future growth. As we build out the pipeline we will continue to increase our stable annuity land lease income base, supplementing cash flows from our holidays and rental portfolios. “We are delighted to be expanding our reach via the acquisition of an established business with a proud history and respected brand. We see a strong cultural alignment and ability to deliver synergies on acquisition, with substantial medium to long -term opportunities to generate delivery scale efficiencies as we integrate the two platforms.” Ingenia Chair Shane Gannon said: “ The Board believes this transaction represents a compelling opportunity to accelerate Ingenia’s long-term strategy and create a leading national living sector platform through the combination of two highly complementary businesses. This is about scale and structural relevance — Australia’s challenging housing undersupply is not a cyclical issue, it is a long-term, structural opportunity. “Bringing Peet’s development pipeline together with our land lease platform creates a large r and more diversified living sector business, enhancing our ability to respond to Australia’s housing needs with a clear runway for growth over the next decade and beyond. The Transaction has been structured with a clear focus on financial discipline, delivering im mediate earnings accretion and a clear pathway to sustained value creation for security holders.” The Scheme and its Implementation The Scheme is subject to customary conditions including Peet shareholder and Court approval, an Independent Expert concluding the Scheme is in the best interests of Peet shareholders, required regulatory and ASX approvals, and there being no material adverse change or prescribed occurrence in relation to either party. The Scheme is also subject to a Flagstone JV condition, which requires a long form binding Flagstone JV implementation deed to be executed by Ingenia and the JV Partner reflecting the commercial terms of the Flagstone JV term sheet by a date agreed between the parties prior to the second court hearing for the Scheme, with execution subject to the JV Partner’s completion of confirmatory due diligence. The SID contains customary exclusivity obligations for Ingenia’s benefit, including no shop, as well as no talk and no due diligence restrictions (subject to customary exceptions to enable the Peet Board to comply with its fiduciary and statutory duties), notification obligations and a matching right for Ingenia in the event any superior proposal emerges for Peet. The SID also details circumstances under which a break fee may be required to be paid by Peet, and a reverse break fee may be required to be paid by Ingenia.
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Level 10, 20 Bond Street Sydney NSW 2000, Australia P 1300 132 946 E investor@ingeniacommunities.com.au ingeniacommunities.com.au ASX / MEDIA RELEASE Full details of the terms and conditions of the Scheme are set out in the SID, a copy of which is attached to this announcement. Indicative timetable Key milestones Date First Court Hearing Late October 2026 Dispatch of Scheme Booklet Early November 2026 Scheme Meeting Early December 2026 Second Court Hearing Early December 2026 Record Date Mid-December 2026 Implementation Date Late December 2026 All dates and times are indicative only and subject to change . Unless otherwise specified, all times and dates refer to Sydney time. Further details are provided in the Presentation lodged with ASX today. UBS Securities Australia Limited and Denison Partners are acting as financial advisers to Ingenia on the Transaction. Gilbert + Tobin is acting as legal adviser to Ingenia on the Transaction. A webcast has been arranged on Wednesday, 26th August at 11.30am (Sydney time). Webcast details can be accessed here. Authorised for lodgement by the Board ENDS For further information please contact: Donna Byrne General Manager Investor Relations & Sustainability P 02 8263 0507 M 0401 711 542 About Ingenia Communities Group Ingenia Communities Group (ASX: INA) is a leading operator, owner and developer of communities offering quality affordable rental and holiday accommodation focussed on the growing seniors’ market in Australia. Listed on the Australian Securities Exchange, the Group is included in the S&P/ASX 200 and has a market capitalisation of $1.7 billion. Across Ingenia Lifestyle, Ingenia Gardens, Ingenia Holidays and Ingenia Rental, the Group has 104 communities and development sites and is continuing to grow through acquisition and development. Ingenia Communities Holdings Limited (ACN 154 444 925), Ingenia Communities Fund (ASRN 107 459 576) and Ingenia Communities Management Trust (ARSN 122 928 410). The Responsible Entity for each scheme is Ingenia Communities RE Limited (ACN 154 464 990) (AFSL 415862).