Key Highlights

  • Ingenia and Warburg Pincus have agreed to seek a process deed by Friday, 23 October 2026.
  • Warburg Pincus has been granted comprehensive due diligence access in the interim.
  • The further revised proposal is $5.25 cash per stapled security, non-binding and not reduced by a distribution of up to $0.05.
  • The board has not determined that the proposal is a Bidder Superior Proposal under the Peet scheme implementation deed.

Ingenia Communities Group (ASX:INA) advised the market on 20 October 2026 that it and Warburg Pincus LLC are continuing to negotiate a process deed, and that Warburg Pincus has been given comprehensive due diligence access. The update follows the further revised non-binding indicative proposal that Ingenia announced on 15 October 2026.

The further revised indicative proposal

Warburg Pincus has proposed to acquire all of Ingenia's securities through an interconditional scheme of arrangement and trust schemes at $5.25 cash per stapled security. The price will not be reduced by any distribution Ingenia pays for the half year ending 31 December 2026, which can be up to $0.05 cash per stapled security. The proposal is non-binding and indicative, and the 15 October announcement made signing a mutually agreeable process deed by 19 October 2026 a condition of the proposal.

Progress on the process deed

Ingenia stated that it and Warburg Pincus have made considerable progress in finalising the terms of a process deed. That deadline was not met on 19 October, and the parties have instead agreed to seek to agree the deed by no later than Friday, 23 October 2026. In the meantime, Ingenia will allow Warburg Pincus to conduct comprehensive due diligence. The release does not set out the specific terms of the deed, and it does not state what would follow if agreement is not reached by the new date.

Position under the Peet scheme implementation deed

Ingenia continues to comply with its obligations under the scheme implementation deed signed with Peet Limited on 26 August 2026 and continues to work with Peet towards implementing its proposed acquisition of Peet. The Ingenia board confirmed that it has not determined that the further revised indicative proposal constitutes a Bidder Superior Proposal, as that term is defined in the deed. Accordingly, the proposal is not currently a Bidder Superior Proposal for the purposes of the Peet agreement.

Status for securityholders

The board noted that there is no certainty that the further revised indicative proposal will lead to a formal binding offer for Ingenia, or that any transaction will take place. Securityholders do not need to take any action in relation to the proposal at this time. Ingenia will continue to inform the market in line with its disclosure obligations as the negotiations proceed.

About Ingenia Communities Group

Ingenia Communities Group is an operator, owner and developer of communities offering affordable rental and holiday accommodation, with a focus on the seniors' market in Australia. It operates across Ingenia Lifestyle, Ingenia Gardens, Ingenia Holidays and Ingenia Rental. The group has 96 communities and development sites and continues to grow through acquisition and development. The release states that Ingenia is included in the S&P/ASX 200 and has a market capitalisation of $1.7 billion. The group is stapled, with Ingenia Communities Holdings Limited, Ingenia Communities Fund and Ingenia Communities Management Trust forming the securities that would be the subject of any scheme.

Summary of where the talks stand

The announcement records an extended timetable for a process deed with Warburg Pincus, a due diligence period in the interim, a non-binding proposal of $5.25 per stapled security and an unchanged position on the Peet scheme, with no binding offer in place.