Ingenia Communities Group (ASX:INA) has agreed to provide Warburg Pincus with non-exclusive access to initial Due Diligence following a further revised proposal to acquire all of Ingenia’s Issued Capital for A$5.25 cash per stapled security.

The proposal remains non-binding and indicative, and the consideration would be reduced by any future distributions paid by Ingenia.

Ingenia confirmed on 5 October 2026 that its board had not determined that the latest approach constitutes a superior proposal under its existing scheme implementation deed with Peet Limited.

The group is continuing to progress the proposed Peet Acquisition while assessing the Warburg Pincus approach.

Third Proposal Raises Offer Price to A$5.25

Warburg Pincus has made three indicative approaches to Ingenia.

The first proposal was priced at A$4.75 per stapled security. Ingenia rejected that approach.

A subsequent proposal increased the price to A$5.05 per security, which was also rejected.

The latest proposal raises the indicative cash consideration to A$5.25 per stapled security, less any future distributions.

Ingenia received the further revised proposal in late September and later agreed to allow initial due diligence access.

The due diligence is non-exclusive, meaning Ingenia remains subject to its existing arrangements with Peet and has not committed to proceeding with a transaction with Warburg Pincus.

Proposal Remains Conditional

The Warburg Pincus approach has not progressed to a binding offer.

The proposal is subject to due diligence and other conditions before any transaction could proceed.

Ingenia has also stated that there is no certainty that the discussions will result in a binding proposal or completed transaction.

Securityholders have not been asked to take any action at this stage.

The board will continue to assess any further proposal against the terms of the existing Peet transaction and its obligations under the relevant implementation deed.

Peet Acquisition Continues

Ingenia announced its proposed acquisition of Peet Limited on 26 August 2026.

Under the scheme, Peet shareholders are entitled to receive A$0.68 in cash and 0.3367 Ingenia stapled securities for each Peet share, subject to the transaction terms.

Based on the reference price used when the agreement was announced, the scheme consideration represented an implied value of A$2.12 per Peet share.

Peet shareholders are also entitled to receive the FY26 final Dividend of A$0.065 per share without reducing the cash consideration, subject to the scheme terms.

The Peet transaction remains subject to several conditions, including Shareholder approval, regulatory approvals and court approval.

Peet Deal Expands Development Exposure

Ingenia operates across land Lease communities, rental accommodation, gardens and holiday parks.

The proposed Peet acquisition would add a larger residential development platform and land pipeline to the group.

Ingenia identified access to approximately 5,000 to 7,000 potential land lease conversion lots as one component of the proposed combination.

The transaction would also involve a joint venture relating to Peet’s Flagstone City project, subject to separate conditions and documentation.

The Peet acquisition therefore represents a broader change to Ingenia’s development exposure than its existing operating model alone.

Warburg Proposal Requires Peet Position to Be Resolved

The latest Warburg Pincus proposal is linked to the status of the Peet transaction.

Any binding proposal that conflicts with Ingenia’s existing obligations would require the board to consider the relevant provisions of the Peet scheme implementation deed.

Ingenia has not stated that the Warburg Pincus proposal currently meets the requirements for a superior proposal.

The company is therefore continuing both processes within the governance arrangements applying to the Peet agreement.

If the Warburg Pincus approach advances, further disclosure would be required regarding its conditions, timetable and interaction with the existing Peet transaction.

Due Diligence Is the Next Immediate Step

Warburg Pincus now has access to initial due diligence information.

The purpose of the process is to allow the bidder to assess Ingenia before deciding whether to confirm, amend or withdraw its indicative proposal.

Due diligence does not guarantee that the current A$5.25 proposal will become binding.

It also does not prevent Ingenia from continuing work on the Peet scheme while the review takes place.

Any subsequent proposal would need to be assessed by the Ingenia board under the terms of its existing contractual and governance obligations.

Key Transaction Risks Remain

The Warburg Pincus proposal remains subject to execution risk because it is non-binding and conditional.

Due diligence could result in changes to the proposal or no further offer.

The Peet transaction also remains subject to approvals and implementation conditions.

If the Warburg Pincus proposal does not progress, Ingenia would continue with the Peet transaction under its existing terms, subject to the scheme conditions being satisfied.

If a binding alternative proposal emerges, the board would need to determine how it interacts with the Peet implementation deed before any change in transaction direction could occur.

Where the Process Stands

Ingenia is currently managing two potential transaction paths.

The Peet acquisition remains the existing agreed transaction and continues to progress.

Warburg Pincus has been granted non-exclusive initial due diligence access following its A$5.25 cash proposal, but that proposal remains non-binding.

Further developments will depend on the outcome of due diligence, whether Warburg Pincus submits a binding proposal and whether Ingenia’s board determines that any revised offer satisfies the requirements applying under the Peet agreement.