The Australian-listed Investa Office Fund (IOF), which is the subject of an ongoing takeover dispute, has until the end of May to decide whether to acquire a 50% stake in its management platform.
IOF board directors have asked to extend the deadline on a decision that could have important ramifications for the future ownership of the AUD3.8bn (€2.75bn) real estate fund.
The management platform is currently owned by another fund, the unlisted Investa Commercial Property Fund (ICPF). An agreement is in place that once IOF’s assets under management reach AUD3.5bn, the fund can buy half of the management company.
IOF fund manager Penny Ransom told IPE Real Estate that this milestone was reached early last year and that IOF had 12 months – until February this year – in which to exercise the right. It has sought an extension to the end of May.
The independent directors on IOF’s board are currently undertaking an operational and governance review, including the purchase of the platform, and they are expected to report back to unit holders before the end of March, said Ransom.
Ransom said IOF had sought an agreement with ICPF in December to hold the valuation of the platform at AUD90m until the end of May.
“If you look at other listed funds which own their management platform, they benefit from the fees from the platform and the growth in capital value as assets under management increase,” she said.
IOF would also benefit from sharing the fees paid to the management company.
“Potentially, it would also create a better alignment with the other owner of the platform, and we would jointly make decisions involving our assets,” Ransom said.
IOF is a takeover target of another Australian fund manager, Cromwell Property Group, which this week said it was prepared to pay AUD4.75 per unit to buy the listed vehicle outright – up from its original offer of AUD4.45 per unit.
However, Richard Longes, chair of the IOF board, reiterated on Thursday that there no offer or bid was on the table from Cromwell.
“Notwithstanding what has been reported in the press, there has been no offer or bid and we are still waiting for that,” he said at an IOF results meeting.
“In the event that there is clearly something that we can support – and when we know who the equity syndicate is – we would move to provide more confidential information requested by Cromwell.”
When challenged by Winston Sammut, managing director of Folkestone Maxim Asset Management, who said an offer of AUD4.45 per unit had indeed been made, Longes said this constituted a proposal, not an offer.
There is now an impasse over the IOF board’s refusal to hand over sensitive information on forward leasing discussions with tenants or to agree to Cromwell’s request for a ‘standstill’ provision, which would preclude other parties from making an offer for IOF.
Cromwell bought a stake of 9.83% in IOF last year, scuttling a bid from rival fund manager Dexus.
Ransom told IPE Real Estate that the battle for control of the vehicle has not disrupted her team from carrying on managing the fund.
IOF announced a statutory net profit of AUD224m for the last six months of 2016.