360 Capital faces potential delisting as TT Investments pushes takeover bid
TT Investments, led by 360 Capital’s Executive Chairman Tony Pitt, has launched an unconditional off-market takeover bid for 360 Capital Group at an improved price of A$0.31 per security, signaling potential delisting and operational overhaul.
- Unconditional off-market takeover bid at A$0.31 per stapled security
- TT Investments and associates hold 61.87% of 360 Capital Group securities
- Offer represents up to 81.8% premium to pre-buyback trading prices
- Plans to maintain current management and strategy post-acquisition
- Potential ASX delisting if ownership exceeds 75%, with strategic cost review
Background to the Offer
TT Investments Pty Limited, controlled by Tony Pitt, Executive Chairman of 360 Capital Group (ASX – TGP), has formally commenced an unconditional off-market takeover bid for all remaining stapled securities in 360 Capital Group. The offer price has been improved to A$0.31 per security, up from the initial A$0.30, reflecting a significant premium over historical trading levels adjusted for recent capital distributions.
The bid opened on 29 September 2025 and is scheduled to close on 30 October 2025, unless extended. TT Investments and its associates currently hold a controlling interest of 61.87% in 360 Capital Group, positioning them as the dominant shareholder with substantial influence over the outcome of the offer.
Offer Details and Premiums
The improved offer price of A$0.31 per stapled security represents an attractive premium to 360 Capital’s trading history. Notably, it is in line with the last closing price before the announcement and offers an 81.8% premium to the undisturbed price prior to the company’s buyback program in April 2025. The offer also exceeds the volume-weighted average prices over the preceding 1, 3, 6, and 12 months by margins ranging from approximately 14.7% to 24.2%.
This all-cash offer provides securityholders with immediate liquidity and certainty of value, with payment to be made within seven business days of acceptance, subject to transfer documentation. Importantly, the offer is unconditional, with no minimum acceptance thresholds or due diligence conditions, allowing for immediate acceptance.
Bidder’s Intentions and Strategic Outlook
Post-acquisition, TT Investments intends to maintain the existing management team and the current strategic direction of 360 Capital Group, which focuses on real estate investment and funds management across equity and credit sectors. The board and management have the full support of the bidder, with no planned changes to the company or responsible entity boards.
However, the bidder plans to undertake a strategic review aimed at reducing the costs associated with being a publicly listed company. This includes evaluating corporate operating expenses and potentially adjusting the capital structure of the investment trust to improve returns. Should TT Investments and its associates increase their ownership to 75% or more, they intend to apply for the delisting of 360 Capital Group from the ASX, arguing that the company would be better positioned as an unlisted fund manager given the costs of listing versus the benefits.
Risks and Considerations for Securityholders
Securityholders face several risks if they choose not to accept the offer. These include potential declines in the trading price of 360 Capital securities if the offer lapses, reduced liquidity due to increased concentration of ownership, and the possibility of becoming minority shareholders in a company controlled by TT Investments. Additionally, the forecast distribution yield for FY26 is relatively low at 3.3% based on the offer price, which may not appeal to income-focused investors.
For some investors, accepting the offer may also provide tax advantages, such as offsetting capital gains from recent special distributions with capital losses. However, tax implications vary individually, and holders are advised to seek professional advice.
Next Steps and Market Implications
TT Investments has appointed Morgans Financial Limited as its broker to acquire securities on-market at or below the offer price during the bid period. Securityholders can choose to accept the offer directly or sell their securities on-market, though the latter may incur brokerage fees and preclude subsequent acceptance of the offer.
The unfolding of this takeover bid will be closely watched by investors and market analysts, particularly regarding acceptance levels, any competing proposals, and the strategic review outcomes. The potential delisting of 360 Capital Group would mark a significant shift for the company and its investors, with implications for liquidity and governance.
Bottom Line?
As TT Investments consolidates control, 360 Capital Group’s future hinges on acceptance rates and the strategic review’s findings, with delisting looming as a distinct possibility.
Questions in the middle?
- Will any competing takeover proposals emerge to challenge TT Investments’ bid?
- How will the strategic review impact 360 Capital’s cost structure and capital management?
- What are the implications for minority securityholders if the company is delisted?
