The Scheme
On 22 July 2025, Insignia Financial entered into a Scheme Implementation Deed with Daintree BidCo which provides for Daintree BidCo to acquire all of the issued shares in Insignia Financial at a price of $4.80 per share by way of a scheme of arrangement under Part 5.1 of the Corporations Act (Scheme).
The Scheme is the outcome of a comprehensive process which commenced in December 2024 as a result of the receipt of the initial Proposal to acquire all of the shares in Insignia Financial by way of scheme of arrangement for $4.00 cash per Insignia Financial Share. This instigated competing unsolicited, non-binding indicative proposals from CC Capital, Bain Capital and Brookfield Capital Partners. In total, eight non-binding indicative proposals were received, with the Scheme representing the highest binding offer price. The Scheme Consideration of $4.80 cash per share represents a 20% premium to the initial Proposal of $4.00 per share and values Insignia Financial, on an enterprise value, at approximately $3.9 billion.
Scheme Consideration
Scheme is implemented, Insignia Financial Shareholders will receive $4.80 in cash for each Insignia Financial Share held at the Record Date (Scheme Consideration). The Scheme Consideration implies an equity value of approximately $3.9 billion1 and represents a significant premium of:
- 56.9% to the last closing price of $3.06 per Insignia Financial Share on 11 December 2024, being the last trading day before the announcement of the initial Proposal;2
- 49.8% to Insignia Financial’s undisturbed 30-day volume weighted average price of $3.20 per share as at 11 December 2024; 3
- 69.9% to Insignia Financial’s undisturbed 90-day volume weighted average price of $2.82 per share as at 11 December 2024; 4and
- 82.0% to Insignia Financial’s undisturbed 180-day volume weighted average price of $2.64 per share as at 11 December 2024. 5
Unanimous Insignia Financial Board recommendation
The Insignia Board has undertaken an extensive valuation and risk assessment of the Scheme, supported by its advisers. As a result of that assessment, the Insignia Financial Board considers that the Scheme is in the best interests of Insignia Financial Shareholders and The Insignia Financial Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Insignia Financial Shareholders. Subject to these qualifications, each Insignia Financial Director intends to vote all the Insignia Financial Shares held or controlled by them in favour of the Scheme.
In reaching their recommendation, the Insignia Financial Directors have assessed the Scheme having regard to the reasons to vote for, or against, the Scheme, as set out in the Scheme Booklet.
Independent Expert's Report
The Independent Expert, Kroll Australia Pty Ltd, has concluded that the Scheme is fair and reasonable and in the best interests of Insignia Financial Shareholders, in the absence of a Superior Proposal. The Scheme Consideration of $4.80 falls within the valuation range of $4.49 to $5.08 per Insignia Financial Share, as determined by the Independent Expert. The full report of the Independent Expert is set out in Annexure A of the Scheme Booklet.
Your vote is important
Voting is not compulsory. However, the Insignia Financial Directors believe that the Scheme is important to Insignia Financial Shareholders and the Insignia Financial Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Insignia Financial Shareholders.
1Calculated on the basis that as at the Last Practicable Date, the fully diluted share capital of Insignia Financial is 678,482,777 comprising 670,726,143 Insignia Financial Shares and 12,414,870 IFL Performance Rights on issue, less 4,658,236 treasury shares, and net debt of $528.7 million as at the Last Practicable Date.
2 Undisturbed share price is based on Insignia Financial’s closing share price on the Last Undisturbed Trading Day.
3 30-day volume weighted average price per Insignia Financial Share is based on market value of Insignia Financial Shares traded on ASX divided by market volume traded on ASX, calculated from 31 October 2024 to 11 December 2024 (inclusive).
4 90-day volume weighted average price per Insignia Financial Share is based on market value of Insignia Financial Shares traded on ASX divided by market volume traded on ASX, calculated from 8 August 2024 to 11 December 2024 (inclusive).
5 180-day volume weighted average price per Insignia Financial Share is based on market value of Insignia Financial Shares traded on ASX divided by market volume traded on ASX, calculated from 2 April 2024 to 11 December 2024 (inclusive).