Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<strong><a href="https://www.smartkarma.com/entities/irongate-group" target="_blank" data-smartkarma-citation="entities:30897:1" rel="noopener">Irongate Group (IAP AU)</a></strong> has entered into Scheme Implementation Agreement with <strong><a href="https://www.smartkarma.com/entities/charter-hall-group" target="_blank" data-smartkarma-citation="entities:5593:1" rel="noopener">Charter Hall (CHC AU)</a></strong> and Dutch pension fund PGGM.</li>
<li>The consideration of A$1.90/cash plus a A$0.0467/security distribution is in line with the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02480691_PS-2A1353504?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">non-binding proposal</a> terms announced on the 31 January.</li>
<li>A Scheme Booklet is expected to be despatched in May. The transaction is expected to close late July.</li>
</ul>



Irongate Group (IAP AU) has entered into Scheme Implementation Agreement with Charter Hall (CHC AU) and Dutch pension fund PGGM.
The consideration of A$1.90/cash plus a A$0.0467/security distribution is in line with the non-binding proposal terms announced on the 31 January.
A Scheme Booklet is expected to be despatched in May. The transaction is expected to close late July.


Irongate Enters Into SIA With Charter Hall And PGGM

<ul>
<li>
<strong><a href="https://www.smartkarma.com/entities/irongate-group" target="_blank" data-smartkarma-citation="entities:30897:1" rel="noopener">Irongate (IAP AU)</a></strong> has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02480691_PS-2A1353504?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> a non-binding proposal from <strong><a href="https://www.smartkarma.com/entities/charter-hall-group" target="_blank" data-smartkarma-citation="entities:5593:1" rel="noopener">Charter Hall (CHC AU)</a></strong> and Dutch pension fund PGGM at $1.90/security, by way of a Scheme, plus a possible $0.0467/security distribution.</li>
<li>Importantly, the proposal contains a call option over 360 Capital’s 19.9% security holding in IAP.</li>
<li>IAP is considering the Offer. Expect the board to grant due diligence.  This proposal is a 10.5% premium to 360 Capital's Offer, before taking into account the distribution. </li>
</ul>



Irongate (IAP AU) has announced a non-binding proposal from Charter Hall (CHC AU) and Dutch pension fund PGGM at $1.90/security, by way of a Scheme, plus a possible $0.0467/security distribution.
Importantly, the proposal contains a call option over 360 Capital’s 19.9% security holding in IAP.
IAP is considering the Offer. Expect the board to grant due diligence.  This proposal is a 10.5% premium to 360 Capital's Offer, before taking into account the distribution. 


<ul>
<li>Property group Irongate <strong><a href="https://www.smartkarma.com/entities/irongate-group" target="_blank" data-smartkarma-citation="entities:30897:1" rel="noopener">Irongate Group (IAP AU)</a></strong> has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02474876-2A1350857?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">rejected</a> the third unsolicited offer from <strong><a href="https://www.smartkarma.com/entities/360-capital-group-ltd" target="_blank" data-smartkarma-citation="entities:11865:1" rel="noopener">360 Capital (TGP AU)</a></strong> in as many months. </li>
<li>Under the latest proposal, 360 Capital was offering $1.72 /security, a 7.2% increase over the initial approach. </li>
<li>Trading slightly below the rejected terms. Expect 360 Capital to return to the trough. </li>
</ul>


Property group Irongate Irongate Group (IAP AU) has rejected the third unsolicited offer from 360 Capital (TGP AU) in as many months. 
Under the latest proposal, 360 Capital was offering $1.72 /security, a 7.2% increase over the initial approach. 
Trading slightly below the rejected terms. Expect 360 Capital to return to the trough. 


Irongate (IAP AU) Rejects Third Proposal From 360 Capital

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<p>After ARA Asset Management <a href="https://www.asx.com.au/asxpdf/20180308/pdf/43s8dgxs8plthf.pdf" target="_blank" rel="noopener">acquired</a> a 19.5% stake in <a href="https://www.smartkarma.com/entities/cromwell-property-group" target="_blank" data-smartkarma-citation="entities:2780:1" rel="noopener">Cromwell Property (CMW AU)</a> on the 7 March 2018, the relationship between the two became increasingly acrimonious. This was discussed in <em><a href="https://skr.ma/x55u7" target="_blank" rel="noopener">Cromwell/ARA: A Festering Relationship</a></em><em>.</em></p>
<p>ARA finally <a href="https://www.asx.com.au/asxpdf/20200623/pdf/44jw1gy2d3dqg4.pdf" target="_blank" rel="noopener">announced</a> a proportional off-market takeover bid to acquire 29% of shares out in CMW, not already owned, which subsequently turned <a href="https://www.asx.com.au/asxpdf/20200824/pdf/44lsvxks2gjc60.pdf" target="_blank" rel="noopener">unconditional</a>, and ARA proceeded to appoint its own people to the board - appointments that had previously been blocked by Cromwell.</p>
<p>On the 4 August, <a href="https://www.smartkarma.com/entities/esr-cayman-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Cayman (1821 HK)</a> <a href="https://links.sgx.com/FileOpen/202108_01%20Major%20and%20Connected%20Transaction%20in%20Relation%20to%20the%20Proposed%20Acquisition%20of%20ARA%20Asset%20Managament%20Limited.ashx?App=Announcement&amp;FileID=677405" target="_blank" rel="noopener">announced</a> it was acquiring unlisted ARA Asset Management for US$5.2bn, the completion of which will result in the world's third-largest real estate management company with total assets under management of ~US$129bn. (<em><a href="https://skr.ma/fJECF" target="_blank" rel="noopener">ESR Cayman (1821 HK) Takes Out ARA Asset Management</a></em>)</p>
<p>On the 14 October, <a href="https://www.smartkarma.com/entities/esr-reit" target="_blank" data-smartkarma-citation="entities:10934:1" rel="noopener">ESR-REIT (EREIT SP)</a> and <a href="https://www.smartkarma.com/entities/ara-logos-logistics-trust" target="_blank" data-smartkarma-citation="entities:937:1" rel="noopener">ARA LOGOS (ALLT SP)</a> (ALOG) <a href="https://links.sgx.com/FileOpen/ALOG%20-%20Joint%20Announcement%20-%20Proposed%20Merger%20with%20ESR-REIT%20by%20way%20of%20a%20Trust%20Scheme%20of%20Arrangement.ashx?App=Announcement&amp;FileID=686935" target="_blank" rel="noopener">proposed</a> a S$1.4bn merger, where ESR-Reit will acquire all of ALOG's units in a cash &amp; scrip transaction by way of a Scheme - see <em><a href="https://skr.ma/wqrQU" target="_blank" rel="noopener">ARA Logos (ALLT SP) To Merge with ESR-REIT (EREIT SP)</a></em>. ALOG is managed by ARA LOGOS Logistics Trust Management Limited, a wholly-owned subsidiary of LOGOS. ARA Asset Management Limited is a majority shareholder of LOGOS, which operates as ARA’s logistics real estate platform. ESR Funds Management Limited, the manager of ESR-Reit, is owned by ESR Cayman Limited (67.3%).</p>
<p><strong>On Irongate</strong></p>
<p>Back on the 28 January of this year, <a href="https://www.smartkarma.com/entities/360-capital-reit" target="_blank" data-smartkarma-citation="entities:29046:1" rel="noopener">360 Capital REIT (TOT AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02335484-2A1277317?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">acquired</a> a 9.18% stake in <a href="https://www.smartkarma.com/entities/irongate-group" target="_blank" data-smartkarma-citation="entities:30897:1" rel="noopener">Irongate Group (IAP AU)</a> for $78.6mn, or ~A$1.40/security.  Together with <a href="https://www.smartkarma.com/entities/360-capital-group-ltd" target="_blank" data-smartkarma-citation="entities:11865:1" rel="noopener">360 Capital (TGP AU)</a>, that stake was bumped to 15.08% on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02361516-2A1291600?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">8 April</a>, 16.26% on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02380390-2A1301075?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">28 May</a>, 17.34% on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384090-2A1303268?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">9 June</a>, &amp; 19.11% on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02398322-2A1311372?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">20 July</a>. This was split 12.84% &amp; 6.27% between TOT &amp; TGP. </p>
<p>IAP also placed out 34mn shares at A$1.47/security on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384942-2A1303629?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">16 June</a>. </p>
<p>An AGM notice was issued on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02401181-2A1312628?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">30 July</a>, in which it detailed 360 Capital's nomination of Tony Pitt and James Storey to the board. The board recommended shareholders vote <em>against</em> these two board nominations. 360 Capital attempted to withdraw its nominations on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02413122-2A1318981?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">26 August</a>, but IAP said it was too late. At the AGM on the <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02415982-2A1320409?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">31 August</a>, those two appointments were voted down. </p>
<p><strong>The New News</strong></p>
<p>IAP <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02436879-2A1331471?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> this morning it has it received an unsolicited, highly conditional, and indicative non-binding proposal from 360 Capital REIT and <a href="https://www.smartkarma.com/entities/360-capital-group-ltd" target="_blank" data-smartkarma-citation="entities:11865:1" rel="noopener">360 Capital (TGP AU)</a>, the REIT's largest shareholder, by way of a Scheme.</p>
<p>The consideration price is A$1.6047/security, in cash, or a headline price of A$1.65 less the anticipated distribution of A$0.0453/security for the half-year ended 30 September 2021.</p>
<p>360 Capital currently holds 128.97mn securities or 19.99%. </p>
<p>The indicative proposal is also conditional on "<em>one or more of ESR Real Estate (Australia) Pty Ltd or its affiliate’s managed funds (together, ESR Australia) entering into an agreement with 360 Capital to purchase an undisclosed number of selected assets from IAP’s portfolio on terms yet to be agreed</em>".</p>
<p>Hardly a clean approach. This is leaning towards a Hostile Offer. </p>
</div>
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<p>More below the fold.</p>
</div>


After ARA Asset Management acquired a 19.5% stake in Cromwell Property (CMW AU) on the 7 March 2018, the relationship between the two became increasingly acrimonious. This was discussed in Cromwell/ARA: A Festering Relationship.
ARA finally announced a proportional off-market takeover bid to acquire 29% of shares out in CMW, not already owned, which subsequently turned unconditional, and ARA proceeded to appoint its own people to the board - appointments that had previously been blocked by Cromwell.
On the 4 August, ESR Cayman (1821 HK) announced it was acquiring unlisted ARA Asset Management for US$5.2bn, the completion of which will result in the world's third-largest real estate management company with total assets under management of ~US$129bn. (ESR Cayman (1821 HK) Takes Out ARA Asset Management)
On the 14 October, ESR-REIT (EREIT SP) and ARA LOGOS (ALLT SP) (ALOG) proposed a S$1.4bn merger, where ESR-Reit will acquire all of ALOG's units in a cash &amp; scrip transaction by way of a Scheme - see ARA Logos (ALLT SP) To Merge with ESR-REIT (EREIT SP). ALOG is managed by ARA LOGOS Logistics Trust Management Limited, a wholly-owned subsidiary of LOGOS. ARA Asset Management Limited is a majority shareholder of LOGOS, which operates as ARA’s logistics real estate platform. ESR Funds Management Limited, the manager of ESR-Reit, is owned by ESR Cayman Limited (67.3%).
On Irongate
Back on the 28 January of this year, 360 Capital REIT (TOT AU) acquired a 9.18% stake in Irongate Group (IAP AU) for $78.6mn, or ~A$1.40/security.  Together with 360 Capital (TGP AU), that stake was bumped to 15.08% on the 8 April, 16.26% on the 28 May, 17.34% on the 9 June, &amp; 19.11% on the 20 July. This was split 12.84% &amp; 6.27% between TOT &amp; TGP. 
IAP also placed out 34mn shares at A$1.47/security on the 16 June. 
An AGM notice was issued on the 30 July, in which it detailed 360 Capital's nomination of Tony Pitt and James Storey to the board. The board recommended shareholders vote against these two board nominations. 360 Capital attempted to withdraw its nominations on the 26 August, but IAP said it was too late. At the AGM on the 31 August, those two appointments were voted down. 
The New News
IAP announced this morning it has it received an unsolicited, highly conditional, and indicative non-binding proposal from 360 Capital REIT and 360 Capital (TGP AU), the REIT's largest shareholder, by way of a Scheme.
The consideration price is A$1.6047/security, in cash, or a headline price of A$1.65 less the anticipated distribution of A$0.0453/security for the half-year ended 30 September 2021.
360 Capital currently holds 128.97mn securities or 19.99%. 
The indicative proposal is also conditional on "one or more of ESR Real Estate (Australia) Pty Ltd or its affiliate’s managed funds (together, ESR Australia) entering into an agreement with 360 Capital to purchase an undisclosed number of selected assets from IAP’s portfolio on terms yet to be agreed".
Hardly a clean approach. This is leaning towards a Hostile Offer. 


More below the fold.


Irongate (IAP AU): 360 Capital's Tilt Reminiscent Of ARA/Cromwell Stoush

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<p>Back on the 11 May,  real estate manager <a href="https://www.smartkarma.com/entities/apn-property-group-ltd" target="_blank" data-smartkarma-citation="entities:3730:1" rel="noopener">Apn Property Group (APD AU)</a> announced it had entered into a Scheme with <a href="https://www.smartkarma.com/entities/dexus" target="_blank" data-smartkarma-citation="entities:403:1" rel="noopener">Dexus Property (DXS AU)</a> at a price of A$0.915/share (including a A$0.015/share dividend), a 50% premium to last close, and a decade-plus high. The Offer had the unanimous backing of APN directors. In addition, APN directors holding 33% of APN's outstanding shares intend to vote in favour of the Scheme.</p>
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<p>Separately, APN Chairman Chris Aylward had granted Dexus a call option over 19.9% of APN's shares, exercisable in the event a competing proposal.</p>
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<p>This was, and is, a done deal.</p>
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<p>The Scheme Booklet is now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02385052-3A568916?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">out</a>. The Scheme Meeting will be held on the 27 July, with an expected implementation date of the 13 August.</p>
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<p>The Independent Expert has concluded the Scheme is fair and reasonable in the absence of a superior proposal. </p>
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<div>
<p>More below the fold.</p>
</div>
</div>


Back on the 11 May,  real estate manager Apn Property Group (APD AU) announced it had entered into a Scheme with Dexus Property (DXS AU) at a price of A$0.915/share (including a A$0.015/share dividend), a 50% premium to last close, and a decade-plus high. The Offer had the unanimous backing of APN directors. In addition, APN directors holding 33% of APN's outstanding shares intend to vote in favour of the Scheme.


Separately, APN Chairman Chris Aylward had granted Dexus a call option over 19.9% of APN's shares, exercisable in the event a competing proposal.


This was, and is, a done deal.

The Scheme Booklet is now out. The Scheme Meeting will be held on the 27 July, with an expected implementation date of the 13 August.


The Independent Expert has concluded the Scheme is fair and reasonable in the absence of a superior proposal. 


More below the fold.



APN Property (APD AU): Scheme Booklet Out. EGM Firmed

Australia

APN Property Group Limited is a fully integrated property company. The Company specializes in the management of property funds including both direct property funds and property securities funds. APN Property Group serves customers in Australia.

APN Property Group (APD AU)

Irongate Enters Into SIA With Charter Hall And PGGM

Currently trading at a gross/annualised spread of 2.8%/8.6% assuming late-July, including the distribution. Relatively tight, but a clean deal, I'd...

David Blennerhassett

Irongate: Charter Hall Stakes Its Claim

Though still indicative, this proposal, with 360 Capital's support, appears all stitched up. Currently trading at a gross/annualised spread of 3%...

David Blennerhassett

Irongate (IAP AU) Rejects Third Proposal From 360 Capital

With a >19% stake, 360 Capital is not content to stay put. Plus they have ESR on the side to indirectly fund the acquisition. ARA/ESR is no doubt...

David Blennerhassett

Irongate (IAP AU): 360 Capital's Tilt Reminiscent Of ARA/Cromwell Stoush

$1.65/security appears a fair price - IAP stops short of saying otherwise. But this is not a clean Offer, nor is it friendly. Despite the non...

David Blennerhassett

APN Property (APD AU): Scheme Booklet Out. EGM Firmed

Done deal and trading tight at a 1.1%/7.2% gross/annualised spread. Given the spread and APN's low liquidity, this insight is bearish.

David Blennerhassett