Thank you very much, David, and good morning, everyone. Thank you for joining us. Today is an important day in Peet's history. This morning, we announced that Peet has entered into a scheme implementation deed with Ingenia Communities Group, under which Ingenia proposes to acquire 100% of Peet by way of scheme of arrangement. The proposed acquisition is the successful culmination of the comprehensive strategic review we commenced in May 2025.
After carefully evaluating the available pathways, the Board believes that this proposal delivers on the core objectives of that review and represents a compelling outcome for Peet shareholders. Today's announcement follows the record financial year 2026 earnings result that Peet announced yesterday. Whilst also recognizing the value that Peet has created over more than 130 years through our project portfolio, our development capabilities, and the strength of the Peet brand.
The combined group would create a leading Australian residential platform with greater scale, broader diversification, and enhanced capacity for future growth. Before I begin, I will provide a brief overview of what we'll cover today. Brett Fullarton, our CEO, will also take you through the transaction overview, the strategic rationale, and the indicative timetable, as well as the next steps. Of course, as David said, we'll allow for questions at the end. Let me begin with the transaction that we've agreed and what it means for Peet shareholders. We're just paused, Greg. We're not moving forward in the slide deck. Maybe David, can you just move us forward? Having a bit of trouble with technology here, everybody. The slide deck is not moving.
Isn't that.
David, I'm on slide four.
Slide four.
Thank you. Thanks, David. Under the scheme, Peet shareholders will be entitled to receive a total consideration of up to AUD 2.185 per share, which values Peet at a market capitalization of around AUD 1 billion, and an enterprise value of AUD 1.266 billion. The consideration for each Peet share comprises of AUD 0.68 cash and 0.3367 Ingenia stapled securities worth AUD 1.44 per share based on Ingenia's 10-day volume weighted average price of AUD 4.28. In addition, Peet shareholders will be eligible to receive Peet's second half 2026 dividend of AUD 0.065 per share. The total consideration represents a premium of 21% to Peet's last closing share price, 22% to our one-month volume weighted average price, and 47% to our 30th of June 2026 book net tangible assets for AUD 1.49 per share.
Importantly, the structure provides immediate value through the cash component while allowing shareholders to retain exposure to the future opportunities of the combined business through the ownership of Ingenia securities. The scheme remains subject to customary conditions, including regulatory, court, and Peet shareholder approvals. As part of its assessment, the Board and Management undertook a reverse due diligence on Ingenia, supported by external advisors across financial, property, legal, and tax matters.
Following that process, the Board is confident in both the value of the consideration and the strategic merits of the proposed acquisition. The next slide. Thanks, David. Slide five. Alongside the scheme, Ingenia has entered into a term sheet with Brown-Neaves Investments to sell a combined 49.9% interest in Flagstone based on an enterprise value of AUD 715 million. This reflects a AUD 368 million uplift compared to Peet's book value of Flagstone as of the 30th of June 2026.
The proposed joint venture is expected to settle one business day after the implementation of the scheme and is interconditional with it. Think we've jumped way ahead. Flagstone remains one of Australia's most significant residential development assets. The proposed joint venture is intended to unlock capital whilst retaining exposure to the project's long-term value through a more capital-efficient structure. Having carefully considered the terms and strategic rationale, the Peet Board unanimously recommends that shareholders vote in favor of the scheme in the absence, of course, of a superior proposal emerging and subject to independent experts concluding the scheme is in shareholders' best interest. Every Peet director intends to vote the shares they control in favor of the scheme on the same qualifications.
Our largest shareholder, Scorpio Nominees, which holds approximately 14.5% of Peet, intends to vote in favor of the transaction in the absence of a superior proposal and subject to independent expert concluding the proposal is in the best interest of shareholders. Of course, all of this delivers on the strategic review. In May 2025, we announced a strategic review to assess Peet's positioning to identify optimal operational, structural, and financial settings to maximize returns and to consider how best to leverage our premier asset base and our funds management platform. Throughout the review, the Board carefully assessed a range of opportunities and pathways. Following a thorough evaluation, we concluded that the scheme with Ingenia provides the strongest alignment with the review's objective and a compelling platform for long-term value creation. The strategic rationale starts with the complementary nature of the two businesses.
Peet brings a deep residential development expertise, high-quality national project portfolio, and a substantial development pipeline. Ingenia brings the established operating platform, reoccurring land lease and holiday rental income streams, and enhanced access to capital. On scale, Peet's approximately 26,400 lot pipeline would combine with Ingenia's approximately 8,800 development sites to create one of Australia's largest residential portfolios. The combination also creates the potential to unlock further value from suitable Peet landholdings through land lease opportunities. The combination also positions the business to capitalize on long-term housing demand with greater flexibility to optimize the portfolio and respond to market conditions throughout the cycle. The proposed acquisition would provide improved access to capital through a materially larger balance sheet, lower cost of capital, and enhanced funds management platform to support capital efficiency.
For Peet shareholders, the proposal provides an attractive upfront premium with an ongoing participation in a more liquid S&P/ASX 200 constituent with broader institutional coverage and reduced asset concentration risk. It also recognizes the enduring value of Peet itself. For more than 130 years, Peet has helped create communities right across Australia. The strength of the Peet brand, the capabilities of our people, and the quality of our portfolio are fundamental to the rationale for this acquisition and to the future success of the combined group. Peet will continue to operate under the Peet brand, recognizing strong market presence, customer trust, and long-standing reputation. The proposed model is one company with two brands and an integrated management team.
Taken together, these benefits demonstrate why the Board unanimously believes the proposed acquisition represents a compelling outcome for shareholders and delivers immediate value, provides exposure to a larger and more diversified residential platform, and positions the combined group to pursue long-term opportunities present in Australia's housing needs. In summary, the proposed transaction delivers compelling value to Peet shareholders through seven principal benefits.
First, it delivers a compelling value proposition for Peet shareholders. Second, it creates the largest pure-play ASX-listed residential platform. Third, it will provide Peet shareholders with increased liquidity and market relevance together with exposure to an S&P/ASX 200 constituent. Fourth, it provides for diversification of earnings base. Fifth, it unlocks potential for significant revenue and cost synergies. Sixth, the combined group will have an enhanced scale, larger balance sheet, and improved cost of capital. Lastly, it supports growth opportunity through leveraging third-party capital platforms. I will now invite our CEO, Brett Fullarton, to take us through other elements of the transaction and the timeline.
Thank you, Greg. David, I am now on nine. Looks like we are all on the same page. So we have sorted that. Just to reiterate in a little bit more detail Greg's comments in relation to the highlights of the transaction. Firstly, we do believe it offers compelling value for our shareholders. As Greg said, scheme consideration of AUD 2.12. Peet shareholders will receive their AUD 0.065 final dividend we announced yesterday. You can see on the right-hand side of that slide, the premium being applied to our last close, which was Friday of last week given the trading halt, 10-day VWAP, 30-day VWAP in the low 20s. On an undisturbed basis, it is a 29% premium, and that undisturbed basis is pre the announcement we made to the ASX on the 9th of July, confirming we were in discussions with Ingenia.
It is a 34% premium to when we announced the strategic review last year. Also, as Greg said, the combined businesses would create the largest pure-play ASX listed living sector platform. Again, if you look at the graph in front of you, from a master-planned communities perspective, Peet is the largest listed MPC player. From a land lease perspective, Ingenia is the largest pure-play land lease business, and the combination of the two businesses creates the largest pure-play living sector platform on the ASX. With respect to geographic exposure, the combination of the two businesses is highly complementary. Ingenia does not have a presence in Western Australia. It has limited presence in South Australia, so the combination with Peet alleviates those or addresses those geographic situations, and it gives much greater exposure to the East Coast, where obviously most of Australia's population resides.
From a liquidity and market relevance perspective, and again, this was a key issue coming out of Peet's strategic review, Peet is not included in any index. Liquidity can be challenged, has been very challenged over the years. The combination of the two businesses means Peet shareholders have, through Ingenia, have immediate access to ASX 200 inclusion, and a higher scale with the combination of the two businesses than Ingenia currently has. A combined market cap, obviously subject to share price, in the order of AUD 2.5 billion. As I said, the largest pure play ASX listed living sector exposure. Ingenia currently have seven brokers covering them. We have one on the basis that that continues, broker coverage materially improves for Peet shareholders in that there would be eight brokers covering the combined business.
From a diversification and de-risking perspective, again, taking the Peet perspective, earnings obviously in our business are currently our funds management earnings, and our development profit at a company-owned businesses, and we spoke about that yesterday in our results presentation. The top two donuts on that slide, 44% is funds management earnings. Sorry, 44% is development profit out of company-owned, 56% funds management. No rental income. Obviously, that is not part of our business at the moment. The combined business would have 33% of its earnings generated from rental income. From a geographic perspective, again, at the moment, the bottom two donuts on that page, we have 36% of our lots in Western Australia, 64%, therefore, across the rest of the states. On a combined basis, we have greater exposure to the eastern states, again, where the vast majority of Australia's population is.
There is an expectation that there will be potential for revenue and cost synergies. The combined business would have over 35,000 lots. Ingenia has been through a process to identify the potential for land lease lots on the Peet land, and they believe there are over 5,000 lots, as you can see from the slide, available to do that. Makes that far more efficient and economic from an Ingenia business perspective. There are two very experienced management teams across the two businesses. They would be retained. There are some opportunities, obviously, to achieve some cost base reduction, slimming down from two listed companies to one. The enhanced scale, a serious uplift in the size of Peet's business currently. We have AUD 950 million worth of assets on our balance sheet on the left-hand side of that page.
In the combined group, book value of assets would be almost AUD 3.7 billion. As we disclosed yesterday, the weighted average cost of our debt is 7.7%. Ingenia's current weighted average cost of debt is materially lower at 5.2%. There is significant opportunities for earnings improvement through scale. The land lease businesses across the ASX currently trade at a material premium to Peet's multiple. There is an opportunity for re-rate of the combined business on a higher earnings base. There are also opportunities for further leverage with third-party capital. It is currently a key part of the Peet business. On the right-hand side of that slide, you can see existing capital partners of Peet. Sun Communities is a capital partner for Ingenia. Greater scale, greater access to capital is going to become more important in the master-planned community sector.
As we know, land costs large scale, and global land is becoming more and more expensive, and you need to be spending in the hundreds of millions of AUD to acquire new significant chunks for land development. Capital efficiency out of those capital partners is important. Underlying land lease opportunities within new land developments creates synergies and opportunities. Through this process and through Ingenia's structuring of this transaction, we have, or they will, create a joint venture with Flagstone JV, as Greg referred to earlier, crystallizing effectively a AUD 368 million uplift in the book value for Peet shareholders. Let me just close out with a timetable. This is a scheme of arrangement, which will take several months to work through. The proposed timetable is in front of you. First court hearing date, in October.
Scheme booklet sent to shareholders. A meeting of shareholders in December, second court date also in December, with the expectation that the scheme will conclude and Peet shareholders will receive their remuneration from Ingenia in December. Obviously nothing for shareholders to do as we sit here today. The scheme process will run in accordance with that timetable, and if there are any material changes to that, we would obviously inform you. On that note, happy to hand back to David, our moderator, to field the Q&A.
Thank you, Brett. If you have not yet submitted your text question or joined the live audio queue, please do so now. I will introduce each caller by name and ask you to go ahead. You will then hear a beep indicating your microphone is live. Our first question today is a text question from Robert Bennett from Evolution8. Robert asks, Peet currently pays a relatively high dividend that is fully franked. Will INA move to paying a higher, fully- franked dividend? Fully- franked dividends are now more attractive since the Labor Party took away the 50% capital gains discount. This was despite now PM Albanese saying he wouldn't get rid of negative gearing prior to the election.
Thanks for your question, Robert, and your political commentary. Thank you for that. Yes, at this point in time, Ingenia have a lower dividend yield than we do. As to future dividends, that is a matter for Ingenia as we move forward. Ingenia is a stapled structure, a company and two trusts. As opposed to Peet, we are a company, one company with franking credits, as you obviously know. So the distributions of the dividends out of Ingenia are a combination of both dividends and trust distributions. As to Ingenia's policy as we move forward, if this transaction completes, that really is a matter for the Ingenia Board and not something we can give great clarity on today.
Thank you. The next question is another text question from Paul Pittorino. Paul asks, congratulations on getting this proposal up. Can you please comment on the market reaction to this proposed scheme resulting in approximately 6% reduction in Ingenia share price? If market sentiment remains negative, the proposal is not as compelling as advertised. Does this influence the Board recommendation?
Thank you for the question. My experience over many years is when there is a transaction of this nature, that sometimes the bidder does have a little bit of impact to their share price. That usually settles down pretty quickly. So I think you would need time to pass before you see how that plays out. But the compelling nature of this transaction is in the best interest of both shareholders. And I think once the market gets their head around the benefits of bringing the two businesses together, that will be reflected in the share price.
Thank you. The next question comes from Mark Eagleson from Eagle Eye Equities. Mark asks, were there other potential buyers during the strategic review process?
Yeah. Thank you for that question. Yes, we looked at a number of interested parties, as you would expect. We had Goldman Sachs assist us in that process. But at the end of the day, the best transaction we felt was with Ingenia and we're putting that forward to shareholders for their consideration.
Thank you. As a reminder, to ask a text question, select the messaging icon, type your question in the box towards the top of the screen, and press the send button. To ask a live audio question, press the Request to Speak button at the top of the broadcast window. Follow the instructions on screen to join the queue. Our next question is from Ben Bailey from Harvest Lane Asset Management. Ben asks, the scheme is presently conditional on the Flagstone JV settling unconditionally. It presently exists only as an agreed term sheet. What confidence can you give shareholders that this condition will be satisfied?
We have strong confidence it'll be satisfied. We've been talking to the players in relation to that, and we are very confident that the Brown-Neaves Investments group is fully committed to the transaction and have the capacity to enter into the joint venture.
Thank you. I will just pause there to allow time for any further questions to come through. Okay. As there are no further questions, I will now hand back to Greg for closing remarks.
Thank you very much, David, and thanks everybody for attending. We think this is an excellent transaction for Peet shareholders and for Ingenia shareholders, and we look forward to putting a proposal in front of you for your consideration. Thank you for your time.
That concludes today's call. Thank you for joining us. You may now log out.