Reef Casino Trust (RCT) has confirmed that it has accepted a revised takeover proposal from Iris Cairns Property Pty Ltd, with the updated offer valuing each unit of the trust at A$3.87, an increase from the original A$3.72 offer. The higher bid now values the total equity of the trust at approximately A$192.7 million. The agreement follows amendments to the Takeover Bid Implementation Agreement (TIA) between Reef Corporate Services Limited (RCSL), the responsible entity of RCT, and Iris, formalizing the new terms under what is now the Second Amended TIA.

Revised Offer and Valuation

Under the updated deal, Iris will proceed with an off-market cash takeover bid for all 49.8 million fully paid units in RCT. The increase in the offer price has also raised the break fee payable by either party to about A$1.93 million. In addition, the timeline for lodging the bidder’s statement with the Australian Securities and Investments Commission (ASIC) and distributing it to RCT and the Australian Securities Exchange (ASX) has been pushed back from August 27 to August 29, 2025.

The revised offer delivers a meaningful premium for unitholders. It reflects a 4.31 percent premium over the closing price of A$3.71 recorded on August 27. Compared with the February 25 closing price of A$2.73 — the day before RCT publicly acknowledged Iris’s original proposal — the bid is up by 41.76 percent. It also represents a 43.8 percent premium to the three-month volume-weighted average price of the units leading up to that date.

The Independent Board Committee (IBC) and the directors of RCT have unanimously recommended that unitholders accept the increased offer, provided certain conditions are satisfied. These include the absence of a superior proposal, the satisfaction of all regulatory requirements, and a determination by an independent expert that the bid is fair and reasonable. According to IBC chair Wendy Morris, “We are pleased that Iris has revised its proposal to acquire RCT and that the revised proposal will deliver additional value to Unitholders.”

The support of RCT’s largest unitholders, Accor and Casinos Austria International, adds further weight to the revised proposal. Together, these two investors control more than 71 percent of the units in the trust. Both parties have indicated that they intend to accept the offer once the bid opens, provided that no better proposal emerges and that the independent expert issues a positive assessment. They have also committed not to exercise any withdrawal rights that might arise if the offer period is extended due to unmet regulatory or acceptance conditions, provided the conditions remain otherwise satisfied.

Conditions and Next Steps

The offer remains subject to several important conditions. As stated in the Australian Securities Exchange announcement (pdf), it requires at least 80 percent acceptance by unitholders before it can proceed. It is also contingent upon the receipt of all necessary casino and liquor licensing approvals in Queensland, including requirements related to the Foundation Agreement with the state. Furthermore, share purchase agreements for both RCSL, the responsible entity of the trust, and Casinos Austria International (Cairns) Pty Ltd, the operator of The Reef Hotel Casino, must become unconditional. The offer also specifies that there should be no material adverse changes to the trust during the offer period.

The Second Amended TIA also includes standard exclusivity provisions in favor of Iris, such as no-shop and no-talk clauses and the right to match competing bids. RCT confirmed that in line with these terms, it has ceased discussions with any other parties regarding alternative proposals. The timetable for the transaction remains mostly unchanged aside from the slight delay in lodging the bidder’s statement. Once the August 29 filing is complete, unitholders can expect to receive RCT’s Target’s Statement by September 29, 2025. This statement will feature a detailed independent expert’s report prepared by Lonergan Edwards & Associates, offering an assessment of whether the offer and the related share purchase agreements are fair and reasonable.

The revised proposal presents unitholders with a significant premium compared to historical trading prices, providing an opportunity for a complete cash exit from the trust. As the process moves forward, RCT has emphasized that it will continue to keep investors updated with any material developments as the transaction progresses.