Garda Diversified Property Fund (ASX:GDF) entered into a scheme implementation deed to acquire Garda Capital Group (ASX:GCM) from Matthew Madsen, Mark Hallett, Philip Lee and from others for AUD 62.6 million on September 20, 2019. The consideration comprises issuance of 1.6 GDF stapled securities for each such security of Garda Capital Group. Post completion, Garda Diversified Property Fund security holders will hold 79% and Garda Capital Group security holders will own 21% of the combined group. According to the internalization proposal, a new property group, GARDA Property Group will be established. It is proposed that the new GARDA Property Group stapled securities will continue to trade under the “GDF" ticker on ASX. If the contract does not materializes, a termination fee of AUD 0.6 million will be payable.

Senior management including Managing Director and other Directors of Garda Capital Group have indicated that they will remain with GARDA Property Group following the internalization. The deal is subject to approval from ASX for the official quotation of the GDF Stapled Securities, shareholders of Garda Capital Group and Garda Diversified Property Fund, Court, regulatory authorities, including ASX, ASIC etc., third party and independent expert appointed by Garda Diversified Property Fund considering the deal as fair and reasonable. The Directors of Garda Diversified Property Fund unanimously recommend that GDF unitholders vote in favor of the internalization. The Scheme Implementation Deed contains customary exclusivity provisions including no shop, no talk and notification of approaches obligations on both GDF and GCM. Independent Board Committees have been established for the transaction matters. As of October 11, 2019, the Board committee of Garda Capital Group recommended its shareholders to vote in favor of the transaction. As of November 1, 2019, shareholders of Garda Diversified Property Fund has approved the transaction. As of November 19, 2019, Supreme Court of Queensland has approved the transaction and accordingly all approvals has been obtained. The deal is expected to close in late November 2019. As of October 4, 2019, the transaction is expected to complete on November 19, 2019. The scheme will be implemented on November 29, 2019. The transaction is expected to be 12.6% value accretive for GDF security holders.

Talbot Sayer Lawyers acted as legal advisor, PricewaterhouseCoopers Australia acted as accountant, Moelis Australia Limited (ASX:MOE) acted as financial advisor and Lonergan Edwards & Associates Limited acted as independent expert for Garda Diversified Property Fund. Isaac West of Jones Day acted as legal advisor and PricewaterhouseCoopers Australia acted as tax advisor to a committee established by Garda Capital. Grant Thorton acted as independent expert for GCM. BDO Audit Pty Ltd acted as auditor and Link Market Services Limited as registrar to Garda Capital. Pitcher Partners Corporate Finance Limited aced as investigating accountant.