Risks Loom as TT Investments Nears Full Control of 360 Capital Group

Background and Offer Details

360 Capital Group (ASX, TGP), a real estate investment and funds management group, has received an unconditional on-market takeover bid from TT Investments Pty Limited at a cash price of $0.31 per stapled security. TT Investments, controlled by Executive Chairman Tony Pitt and Teresa Gallagher, currently holds a dominant 96.75% stake in TGP and intends to compulsorily acquire the remaining securities post-offer, with plans to delist the company from the ASX.

The offer period opened on 1 January 2026 and is scheduled to close at 7, 00pm Sydney time on 3 February 2026, unless extended. Securityholders can accept the offer by selling their securities on-market at the offer price, with settlement on a T+2 basis.

Independent Board Committee Recommendation

The Independent Board Committee (IBC), comprising the independent non-executive directors David van Aanholt, Andrew Moffat, and Anthony McGrath, has unanimously recommended that securityholders accept the offer in the absence of a superior proposal. The IBC’s recommendation is supported by the conclusion of Grant Thornton Corporate Finance Pty Ltd, the Independent Expert, who has opined that the offer is fair and reasonable to securityholders.

The IBC highlights that the offer price of $0.31 represents a premium to TGP’s historical trading prices when adjusted for the special distribution of $0.40 per security paid in August 2025. Given the Bidder Group’s majority ownership and the low likelihood of a competing proposal, the IBC considers the offer a pragmatic exit opportunity with certainty of cash consideration.

Valuation and Expert Opinion

Grant Thornton’s valuation employs a sum-of-the-parts methodology, valuing TGP’s funds management platform using EBIT multiples derived from comparable transactions, and valuing co-investments in 360 Capital REIT (TOT) and 360 Capital Mortgage REIT (TCF) based on distribution yields and net tangible assets respectively. The funds management platform is assessed to have a maintainable EBIT between $350,000 and $850,000, with an EBIT multiple of 7.0x applied.

The Independent Expert notes that the offer price sits at the low end of the valuation range ($0.296 to $0.335 per security) but considers the offer fair given the liquidity premium and the certainty it provides. The expert also points to the challenges of TGP’s limited scale, flat assets under management, and the structural discount to net tangible assets observed in TOT and TCF.

Key Risks and Considerations

Securityholders should be aware that accepting the offer means relinquishing any future upside from TGP’s operations, including potential growth in private credit and real estate investments. The private credit sector faces regulatory scrutiny and market risks, which could affect future returns.

Moreover, the Bidder’s post-offer intentions, including delisting and potential capital structure changes, may alter the company’s strategic direction. Minority securityholders who do not accept the offer will be compulsorily acquired at the offer price but will receive payment later and avoid brokerage costs.

Next Steps for Securityholders

Securityholders are encouraged to carefully review the Target’s Statement, the Independent Expert’s Report, and the Bidder’s Statement. They should consider their individual risk profiles, tax positions, and investment strategies, and seek independent financial, legal, or taxation advice if uncertain. The IBC will keep securityholders informed of any material developments during the offer period.