Sydney, Australia: Aventus Group has entered into a Scheme Implementation Deed (SID) with HomeCo Daily Needs REIT and Home Consortium.

Pursuant to the SID, Aventus securities, the current stapled structure comprising a unit in the Aventus Retail Property Fund (ARPF) and a share in Aventus Holdings Limited (AHL), will be unstapled and ARPF will merge with HDN (Merged Group) and AHL will merge with HMC.

 The merger is to be implemented by way of an unstapling of ARPF units and AHL shares and a company scheme of arrangement and a trust scheme (Schemes), each of which require Aventus securityholder approval. Separately, HDN unitholder approval is required in accordance with ASX Listing Rules.

 Bruce Carter, Chairman of Aventus, stated: “The Merger is attractive for Aventus securityholders, both because of the potential offered by being part of the larger merged groups and because the offer reflects a material premium to Aventus’ trading price and its NTA.

After careful consideration, the Aventus Board has concluded that the Merger is in the best interests of Aventus securityholders and unanimously recommends that Aventus securityholders vote in favour of the Merger, subject to no superior proposal emerging and the Independent Expert concluding in the Independent Expert’s Report that the Merger in the best interests of Aventus securityholders (other than excluded securityholders.”

Simon Shakesheff, Chairman of HDN, said, “We believe the merger is strategically and financially attractive for both HDN and AVN and consistent with HDN’s objective to deliver stable and growing distributions. The increased scale and enhanced capability will allow the merged group to unlock significant value that would not have been accessible on a standalone basis.”

 Implied offer price

Under the Merger terms, participating Aventus securityholders will receive:

• 2.20 HDN units per Aventus security, this represents $3.53 per Aventus security based on HDN’s last close price of $1.605 per unit on 15 October 2021; and

• either $0.285 in cash or 0.038 HMC securities per Aventus security, this represents $0.285 per Aventus security based on HMC’s last close price of $7.50 per security on 15 October 2021.

 Under the Merger terms, the implied offer price is $3.82 per Aventus security, based on HDN and HMC closing prices on 15 October 2021, this represents a:

• 15.3% premium to Aventus’ last close of $3.31 per security on 15 October 2021; and

• 41.9% premium to Aventus’ 30 June 2021 NTA of $2.69 per security

 Overview of merged groups and strategic rationale

The Merger would create Australia’s leading Daily Needs REIT with significant scale and the ability to unlock value embedded in the Merged Group’s portfolio. The potential benefits for Aventus securityholders arising from the Merger include:

• A significant increase in scale with a combined portfolio size of circa. $4.1bn and a market capitalisation of $3.2bn which is expected to qualify the Merged Group for eligibility for inclusion in the S&P/ASX200;

• Expected NTA and FY22 FFO accretion for Aventus securityholders;

• Potential to capitalise on the Merged Group’s 2.5 million square metre landbank across the strongest metropolitan markets of Sydney, Melbourne, Brisbane, Perth and Adelaide to deliver future last mile logistics infrastructure; and

• Significant growth pipeline and re-investment opportunity, driven by the Merged Group’s low site coverage of 38% which provides significant reinvestment potential.