Key Highlights

• Ingenia Communities received an unsolicited, conditional, non-binding indicative proposal from Warburg Pincus to acquire 100% of issued securities via a scheme of arrangement at $4.75 cash per security.

• The Ingenia Board, after consideration with financial and legal advisers, determined the proposal substantially undervalues the group and is not in the best interests of security holders.

• The proposal was conditional on, among other things, Ingenia not proceeding with its proposed Acquisition of Peet Limited — a condition the Board rejected as conflicting with its strategic direction.

• Ingenia has appointed UBS, Denison Partners, and Gilbert + Tobin as advisers in connection with the proposal.

Ingenia Communities Group (ASX:INA), a leading operator, owner and developer of land Lease and holiday communities targeting Australia's growing seniors market, announced on 7 September 2026 that it had received and rejected an unsolicited, conditional, non-binding indicative proposal from Warburg Pincus LLC and/or its affiliates. The proposal, structured as a scheme of arrangement, offered $4.75 cash per security for 100% of the issued securities of Ingenia Communities Group. Ingenia is included in the S&P/ASX 200 and operates 96 communities and development sites across its Ingenia Lifestyle, Ingenia Gardens, Ingenia Holidays, and Ingenia Rental segments.

The Indicative Proposal was conditional on a range of requirements, including satisfactory completion of due diligence, execution of formal documentation, receipt of regulatory approvals, and the unanimous recommendation of the Ingenia Board. A further condition — that Ingenia not proceed with its proposed acquisition of Peet Limited — was central to the Board's deliberation. It should also be noted that the Offer Price payable under the proposal would be reduced by the amount of any future distributions paid by Ingenia prior to implementation of any scheme.

Board's Rejection: Substantial Undervaluation

Following thorough consideration, including engagement with its financial advisers and external legal counsel, the Ingenia Board determined that the Indicative Proposal substantially undervalues Ingenia and is not in the best interests of its security holders. The Board expressed confidence in Ingenia's strategic direction and growth trajectory, citing strong long-term structural tailwinds supporting the land lease communities sector, as well as the attractiveness of the holiday parks Business as a provider of affordable holiday accommodation.

The Peet Acquisition: A Strategic Priority That Warburg Wanted Abandoned

One of the more significant conditions attached to the Warburg Pincus proposal was that Ingenia not proceed with its proposed acquisition of Peet Limited. Ingenia's Board characterised the Peet acquisition as an important component of the company's strategy. Management described the Peet transaction as securing a significant development pipeline expected to support Ingenia's growth and product delivery over time — a pipeline that is presumably embedded in the Board's assessment that $4.75 understates the group's value.

Conclusion

The rejection of Warburg Pincus's $4.75 per security indicative proposal by the Ingenia Communities Board places the focus squarely back on the company's organic strategy and the proposed Peet acquisition. While the Warburg Pincus approach has brought renewed attention to Ingenia's asset base and market positioning, the Board's determination that the offer substantially undervalues the group leaves investors to assess whether the standalone strategy — centred on land lease community growth, development pipeline expansion through Peet, and the holiday parks business — will deliver superior long-term value. The next material disclosures are likely to centre on the Peet acquisition process and any further developments in the Warburg Pincus situation.