Reef Casino Trust (RCT: ASX), a single-purpose trust that owns and manages The Reef Hotel Casino located in Cairns, North Queensland, has announced amendments to its Takeover Bid Implementation Agreement with Iris Cairns Property Pty Ltd. The initial agreement, dated 11 July 2025, has been revised following recent discussions between RCT and Iris, leading to an increased offer for RCT units.
Under the amended agreement, Iris will increase its offer price to $3.72 cash per unit, up from the previous offer of $3.5541. This values the total equity of RCT at approximately $185.3 million, with RCT unitholders receiving this amount in aggregate. In line with the increased offer, the break fee payable by either Iris or RCT has been raised to $1,852,598.54. A significant change is that the offer is no longer conditional upon ACCC approval, as Iris has already received a notice of no objection from the ACCC on 15 August 2025.
The Independent Board Committee (IBC) of RCSL has unanimously recommended that unitholders accept the offer, subject to there being no superior proposal and the Independent Expert determining that the offer is either fair and reasonable, or not fair but reasonable. RCT’s two largest unitholders, Accor and Casinos Austria International, collectively holding over 71% of RCT units, have expressed their support for the offer and intend to accept it, barring any superior proposals and subject to the Independent Expert’s opinion.
Iris intends to send its Bidder’s Statement to RCT unitholders between 10 September 2025 and 12 September 2025. RCT will then provide unitholders with its detailed recommendation in its Target’s Statement, expected to be dispatched around 29 September 2025. RCT has retained Lonergan Edwards & Associates Limited as the Independent Expert to assess the fairness and reasonableness of the offer. RCSL is being advised by Herbert Smith Freehills Kramer as legal adviser and Morgans Corporate Limited as financial adviser.
