Iris Reaches 97.05% of Reef Casino Trust at $4.67 a Unit and Starts Compulsory Acquisition

Iris Cairns Property Pty Ltd, the bid vehicle of Iris Capital, closed its off-market takeover offer for Reef Casino Trust (ASX: RCT) at 7.00pm Sydney time on 9 November 2026 holding 97.05% of the trust’s units. On 12 November it lodged a notice of compulsory acquisition, so the units that did not accept will be acquired on the same $4.67 cash terms. The trust confirmed the step in an ASX announcement the same day.

Reef Casino Trust owns The Reef Hotel Casino Complex in Cairns, Far North Queensland. The trust’s Independent Board Committee unanimously recommended the offer, and the independent expert, Lonergan Edwards & Associates, concluded it was fair and reasonable to unitholders.

Cash per unit, unconditional

$4.67

Iris interest at close of offer

97.05%

Premium to the 23 September close

29.54%

The second bid in a campaign that began in 2025

This offer finishes a two-stage takeover. Iris lodged its first bidder’s statement on 29 August 2025, made offers on 12 September 2025, and that first bid closed on 14 August 2026 with Iris holding about 85.77% of RCT units. On the same day Iris acquired 100% of the shares in Reef Corporate Services Limited, the trust’s responsible entity, and in the Operator that runs the casino, according to the trust’s Target’s Statement.

The second offer, announced after the close of trading on 24 September 2026, asked the remaining holders to sell for $4.67 in cash. By 21 October Iris held a relevant interest in 96.33% of units, which is 47,971,653 of the 49,801,036 on issue. Acceptances through to the close lifted that to 97.05%, clear of the 96.45% level the Target’s Statement identifies for compulsory acquisition under the Corporations Act.

Valuation and premium

Lonergan Edwards valued an RCT unit at $3.81 to $4.18. The $4.67 offer sits 17.04% above the $3.99 mid-point of that range. Against the market, the price is 29.54% above the $3.6050 closing price on 23 September 2026, the business day before the offer was announced, and 28.29% above the one-month volume weighted average price of $3.6403.

Against the earlier history, the premium is wider again: 73.53% over the three-month VWAP of $2.6912 to 25 February 2025, the last trading day before RCT announced it had received a proposal from Iris. Units traded thinly throughout, at an average of about 5,299 a day in the year to the announcement, which gave holders a cash exit they could not easily find on market.

What Iris now owns in Cairns

The trust’s main asset is The Reef Hotel Casino Complex: the Reef Casino, a five-star 128-room hotel in the Handwritten Collection, and bars, restaurants, conference facilities and parking. The complex was valued at $161.0 million at 31 December 2023. It is leased to the Operator, with lease terms running to 26 October 2029 and extending year to year to 2054 subject to ownership conditions, and the site sits on a 75-year special lease from the State of Queensland that had 43 years left at 31 December 2025.

Rental income from the Operator is the trust’s main source of revenue. For 2025 the trust reported distributable profit of $10.820 million, up 6.4% on the prior year, and declared distributions of 21.73 cents a unit. Iris Group describes itself as an Australian development and hospitality group with a portfolio of hotels, pubs and casinos. The Chair’s letter lists Lasseters in Alice Springs, Casino Canberra and Christchurch Casino in New Zealand among its holdings.

Queensland casino licensing is probity-led, and Iris obtained the Ministerial and Governor in Council approvals it needed during the first bid. The Target’s Statement notes that, with those approvals in hand, no further approvals are anticipated for this offer.

1. 29 August 2025Iris lodges the bidder’s statement for its first off-market takeover bid for RCT.
2. 14 August 2026The first bid closes with Iris holding about 85.77% of units and owning RCSL and the Operator.
3. 24 September 2026Iris announces and serves its second, unconditional $4.67 cash offer.
4. 8 October 2026The offer opens for acceptance.
5. 23 October 2026RCT lodges its Target’s Statement with the independent directors’ recommendation to accept.
6. 9 November 2026The offer closes with Iris holding 97.05% of units.
7. 12 November 2026Iris lodges the compulsory acquisition notice with ASIC. Trading in RCT units is likely to be suspended from 19 November.

What happens next

RCT says compulsory acquisition is likely to take about four to six weeks, and that ASX will not remove the trust from the official list until three business days after Iris is registered as the holder of the units. Holders whose units are acquired will claim their $4.67 a unit directly from RCT, which will hold the aggregate consideration on trust once Iris pays it. Holders can also apply to a court within one month of receiving the notice if they wish to challenge it.

What it shows about casino M&A

The deal is a clean example of a control-first approach to land-based casino assets: take the responsible entity and operator first, secure the regulatory approvals, then offer cash to the remaining holders at a premium. For single-site casino owners and trusts with thin trading, a full-cash, unconditional offer backed by a favourable expert report is a straightforward route to liquidity. Land-based operators are building scale elsewhere too, as in Banijay Gaming’s move for JOA in France.

Acquiry tracks gambling deals across casino, betting, lottery and iGaming. Owners weighing a sale can see how licence approvals shape timing in our gaming licence change of control guide, and talk to us if you want to know who is buying.