Reef Casino Trust (RCT) has announced it has entered into a Takeover Bid Implementation Agreement with Iris Cairns Property Pty Ltd, part of Sydney-based Iris Capital, for a proposed AU$177 million acquisition. The offer values each RCT unit at $3.5541—a 17.69% premium on the July 11 closing price and more than 30% above the unit price prior to RCT’s February announcement of initial discussions.

As stated in the company’s official announcement (pdf), backed by RCT’s largest unitholders, Accor and Casinos Austria International—who jointly hold over 70% of units—the proposed deal aims to fully acquire the trust and its operating entities, pending a series of approvals and conditions. These shareholders have indicated they intend to accept the offer within 21 days of the bid period opening, provided no superior proposal arises and the Independent Expert does not revoke a favourable opinion.

Transaction includes operational control and regulatory conditions:

The proposed deal not only includes all outstanding units in RCT but also encompasses acquisition of its responsible entity, Reef Corporate Services Limited (RCSL), and the current casino operator, Casinos Austria International (Cairns) Pty Ltd. However, for the trust acquisition to proceed, these subsidiary transactions must also become unconditional.

The offer remains contingent upon a minimum 80% acceptance rate and requires approval from various regulatory bodies, including licensing authorities and the Australian Competition and Consumer Commission (ACCC). Additionally, the Foundation Agreement with the State of Queensland must remain in good standing. According to the terms, there must also be no material adverse changes or prescribed occurrences.

RCT’s Independent Board Committee (IBC), chaired by Wendy Morris, supports the transaction. “We are pleased to have reached agreement with Iris in relation to a transaction that will deliver value to Unitholders,” Morris said. “The Independent Board Committee believes that the Offer represents a compelling premium to the recent and historical market price of RCT units.”

Directors of RCSL, both independent and otherwise, unanimously recommend the offer, subject to regulatory approvals and the absence of a superior bid. The IBC has retained Lonergan Edwards & Associates Limited to prepare an independent expert report, which will evaluate whether the offer is fair and reasonable.

Previous offers and financial context:

This is not Iris Capital’s first approach to RCT. A confidential proposal was submitted earlier in February. In April, another party, the Morris Group, also entered discussions for a possible takeover. Although the combined value of those proposals was reported as exceeding $200 million, the actual payment for RCT alone was expected to fall below that figure due to lease and operational structure complexities.

RCT has experienced rising operational costs due to regulatory compliance and inflation, although its revenues remained stable. Outgoing CEO Paul McHenry’s departure earlier in 2025 marked the end of a nearly three-decade tenure, just as tourism levels began to rebound post-pandemic. According to Business News Australia, his successor, Brad Sheahon, highlighted steady slot and gaming performance, noting that “aggregate revenues [were] higher at the complex in 2024 than the prior year.”

Electronic gaming remained the primary revenue driver, while premium table play dipped due to fewer high-stakes visitors. Despite these mixed results, RCT continues to generate solid rental income, totaling $25.2 million in 2024.

If the offer proceeds, Iris plans to dispatch its Bidder’s Statement to unitholders between 10–12 September 2025. RCT will then issue a Target’s Statement, including the Independent Expert’s report, by approximately 29 September 2025. Until then, the trust has ceased all negotiations with third parties, as stipulated under exclusivity provisions in the agreement.

RCT is being legally advised by Herbert Smith Freehills Kramer, with financial guidance from Morgans Corporate Limited. Iris Capital is working with Gilbert + Tobin, while Accor and Casinos Austria International are represented by King & Wood Mallesons.

If completed, the acquisition will mark Iris Capital’s third casino asset, adding to its holdings in Canberra and Alice Springs, alongside a portfolio of over 60 hospitality venues.