360 Capital Group Limited (ASX:TGP) and 360 Capital REIT (ASX:TOT) (together as 360 Capital) made an unsolicited, highly conditional and indicative non-binding proposal to acquire remaining 80.01% stake in Irongate Group (JSE:IAP) for approximately AUD 850 million on October 15, 2021. 360 Capital Group Limited and 360 Capital REIT will acquire Irongate Group by way of an agreed trust scheme, all of the stapled securities in Irongate Group which 360 Capital does not already own for AUD 1.65 per share. The offer price will be reduced by the anticipated dividend of AUD 0.0453 per IAP stapled security for the half year ended September 30, 2021. Prior to the transaction, 360 Capital Group Limited and 360 Capital REIT already own 128.97 million shares amounting to 19.99% stake. As of November 12, 2021, 360 Capital increased offer price per share to AUD 1.7 from AUD 1.65. As of December 14, 2021, 360 Capital made a revised indicative proposal to acquire remaining 80.01% stake in Irongate Group for AUD 890 million. The offer price has been revised from AUD 1.7 per share to AUD 1.72 per share. The transaction includes no shop and no talk provision during the six-week confirmatory due diligence period. 360 Capital's intention is to enter into a binding scheme implementation agreement in relation to the indicative proposal prior to the end of the exclusivity period. 360 Capital internal funding resources have not been identified and are subject to approval, and additional conditional uncommitted third-party financing includes proceeds from ESR Real Estate (Australia) Pty Ltd in relation to the purchase by one or more funds managed by ESR Australia or its affiliates of selected assets in IAP's portfolio, if the indicative proposal is successful. 360 Capital intends to fund the balance of the consideration from existing internal resources and new debt facilities from Citibank, N.A., Sydney Branch.

The transaction is conditional upon completion of due diligence to the satisfaction of 360 Capital, final approval of the 360 Capital Boards prior to execution of an agreed scheme implementation agreement, execution of an scheme implementation agreement on customary terms and conditions including with respect to providing exclusivity and deal protection, confirmation of other third party financing prior to signing a binding agreement, 360 Capital reaching agreement with ESR Australia in respect of the acquisition by funds managed by the ESR Australia group of selected assets in IAP's portfolio in connection with the indicative proposal, JSE and other regulatory approvals, FIRB approval and the unanimous recommendation of the IAP Board. 360 Capital has obtained all internal approvals necessary for the submission of the proposal. The Indicative Proposal is not subject to capital raising by any party. IAP securityholders should not take any action at this time. As on October 27, 2021. Irongate Group rejects non-binding proposal from 360 Capital. The Board unanimously concluded that the Indicative Proposal materially undervalues IAP and therefore does not represent a compelling proposition for securityholders. As on November 12, 2021, Irongate Group rejects non-binding proposal from 360 Capital.

Macquarie Capital (Australia) Limited acted as the financial advisor, King & Wood Mallesons as Australian legal adviser and Cliffe Dekker Hofmeyr as South African legal to IAP. Citigroup Global Markets Australia Pty Limited acted as the financial advisor, Ernst & Young acted as the tax and accounting advisor, Clayton Utz acted as the Australian legal advisers and Bowman Gilfillan acted as the South African legal advisors to 360 Capital. J.P. Morgan Securities Australia Limited acted as financial advisor to IAP.

360 Capital Group Limited (ASX:TGP) and 360 Capital REIT (ASX:TOT) cancelled the acquisition of remaining 80.01% stake in Irongate Group (JSE:IAP) on January 12, 2022. The IAP Board has carefully considered the Revised Indicative Proposal of AUD 1.72 per share. The IAP Board unanimously concluded that the Revised Indicative Proposal continues to undervalue IAP and therefore does not represent a compelling proposition for securityholders and rejects the Proposal.