Majority Owner TT Investments Moves to Delist 360 Capital Group After Takeover Bid
TT Investments, led by Executive Chairman Tony Pitt, has announced an unconditional all-cash on-market takeover offer for 360 Capital Group at $0.31 per security, representing a 24% premium to recent trading prices. The offer aims to consolidate ownership and may lead to delisting from the ASX.
- Unconditional all-cash on-market offer at $0.31 per TGP security
- 24% premium to closing price on 17 December 2025
- Bidder and associates hold 76.75% of TGP securities
- Offer opens 1 January 2026 and closes 3 February 2026
- Potential ASX delisting if ownership exceeds 75%
Background and Offer Details
TT Investments Pty Limited, acting as trustee for the TT Investment Trust and controlled by Tony Pitt, Executive Chairman of 360 Capital Group (ASX – TGP), has announced an unconditional all-cash on-market takeover offer for all remaining stapled securities of 360 Capital Group. The offer price is set at $0.31 per security, representing a 24% premium to the closing price of $0.25 on 17 December 2025.
The Bidder and its associates currently hold a substantial 76.75% stake in TGP securities, positioning them as the dominant shareholder. The offer is unconditional and allows securityholders to sell their holdings on-market at the offer price immediately, with payment settled on a T+2 basis.
Strategic Intentions and Future Outlook
Post-offer, TT Investments intends to maintain the current business operations and management team of 360 Capital Group. However, the Bidder plans to conduct a strategic review aimed at reducing operating costs associated with being a listed entity and improving profitability. This includes exploring adjustments to the capital structure of the investment trust and increasing third-party capital to enhance fee revenue.
Should the Bidder and its associates increase their ownership to at least 75%, they intend to apply for the delisting of 360 Capital Group from the ASX. If ownership surpasses 90%, compulsory acquisition of remaining securities is anticipated, further consolidating control and potentially removing the company from public markets.
Implications for Securityholders
The offer provides securityholders with an opportunity to realise liquidity and certainty of value at a premium to historical trading levels. Accepting the offer removes exposure to risks associated with holding potentially illiquid securities in a company with a shrinking free float. Conversely, those who do not accept risk becoming minority holders in a controlled entity with reduced liquidity and influence.
TT Investments emphasizes that no brokerage or stamp duty costs will be incurred by securityholders accepting the offer directly. However, selling on-market through brokers may attract brokerage fees. Tax implications vary by individual circumstances, and securityholders are advised to seek professional advice.
Offer Timeline and Process
The offer officially opens on 1 January 2026 and is scheduled to close on 3 February 2026, unless extended. Morgans Financial Limited has been appointed as the Bidder’s broker to facilitate on-market purchases at the offer price throughout the bid period. Securityholders can accept the offer immediately by instructing their brokers to sell at the offer price.
TT Investments has made clear that the offer is unconditional, with no minimum acceptance threshold, and is confident that the likelihood of a competing proposal is low given its dominant ownership position.
Bottom Line?
As TT Investments moves to consolidate control over 360 Capital Group, investors face a pivotal choice between immediate liquidity at a premium or potential minority status in a delisted entity.
Questions in the middle?
- Will any competing bids emerge to challenge TT Investments’ dominant position?
- How will the strategic review post-offer impact 360 Capital Group’s operational focus and profitability?
- What are the detailed tax implications for different classes of securityholders accepting the offer?
