PGGM and Charter Hall Group (ASX:CHC) (Partnership) made a proposal to acquire Irongate Group (JSE:IAP) from 360 Capital REIT (ASX:TOT), 360 Capital Group Limited (ASX:TGP) and others for AUD 1.3 billion on January 29, 2022. PGGM and Charter Hall Group entered into a partnership (CHPIP2) to acquire all stapled securities in Irongate Group from 360 Capital REIT, 360 Capital Group Limited and others in July 2022. Partnership to acquire all of the stapled securities in IAP by way of a scheme of arrangement for AUD 1.9 per share in cash. The Indicative Proposal indicates that the Partnership expects to fund the Indicative Proposal from existing financial resources, including existing cash and undrawn and new debt facilities. In support of the Proposal, the Partnership has obtained a letter of support from Barclays and Morgan Stanley to provide secured debt financing against IAP's portfolio. The Indicative Proposal includes a memorandum of understanding with IAP's largest securityholders, 360 Capital REIT and 360 Capital Group Limited, holding 19.9% stake together in IAP. IAP has entered into a non-disclosure agreement with Offerors providing it with a period of exclusivity of approximately 6 weeks, during which time offerors will be provided access to undertake due diligence in relation to IAP in order to convert its Indicative Proposal to a binding proposal. PGGM and Charter Hall Group (ASX:CHC) (Partnership) has entered into a Scheme Implementation Agreement on March 30, 2022.

The Indicative Proposal is subject to Completion of due diligence to the satisfaction of the Partnership, Final approval of the Partnership boards and investment committees prior to execution of an agreed scheme implementation Agreement (SIA), Execution of an SIA on customary terms and conditions including with respect to providing exclusivity and deal protection (including a break fee, no talk and no shop), JSE and other regulatory approvals, FIRB approval and The unanimous recommendation of the IAP Board. Charter Hall and PGGM have received approvals from their relevant Board and Investment Committees to pursue the transaction. The bid gives IAP, an enterprise value including debt of more than AUD 1.8 billion. Deals include the AUD 207 million acquisition of a half share in Paradice Investment Management, a listed equities fund manager, showing Charter Hall's ambitions are no longer limited by property. IAP Board intends to unanimously recommend that securityholders vote in favour of the Indicative Proposal. On July 5, 2022, second judicial advice by the Supreme Court of New South Wales has been issued. As per update on July 5, 2022, all conditions related to this transaction has been fulfilled. Accordingly, transaction has become unconditional. The implementation is planned on July 15, 2022.

Macquarie Capital (Australia) Limited and J.P. Morgan Securities Australia Limited acted as financial advisors and King & Wood Mallesons, Australia Branch and Cliffe Dekker Hofmeyr acted as legal advisors to IAP. Barrenjoey Capital Partners and Morgan Stanley (NYSE:MS) acted as financial advisors to Charter Hall. Citigroup Global Markets Australia Pty Limited acted as financial advisor to 360 Capital Group Limited (ASX:TGP). Clayton Utz acted as legal advisor to 360 Capital Group Limited (ASX:TGP). Ernst & Young Australia acted as financial advisor to Charter Hall Group (ASX:CHC).