Growing national developer Time &amp; Place has announced its fifth new apartment development.

With two projects in Manly and two upcoming in Surry Hills and Potts Point, the developer, which expanded beyond Melbourne just a few years ago, is now heading to Mosman. It is planning 53 new apartments on Redan Street.

The 3,233 sqm site, spanning <a href="https://www.apartments.com.au/new-apartments/40-48-redan-street-mosman-nsw-2088">40–48 Redan Street</a> with frontage to Redan Lane, is located just under 400 metres from Spit Junction Town Centre. It is reported the developer paid around $100 million for the five-site amalgamation.

Time &amp; Place, founded by Tim Price and backed by James Packer’s private investment firm NPACT, has submitted the project as a State Significant Development through the NSW Government’s Housing Delivery Authority pathway.

Of the 53 apartments, 42 will be released to the market, with the remaining 11 allocated as affordable housing in line with NSW Government requirements.

fjc Studio has designed the building. In its Design Report, the architect said the diverse mix of dwelling types and sizes, including 11 two-bedroom affordable housing units, 40 three-bedroom apartments, and two four-bedroom residences, will support a broad demographic, including families, downsizers, and key workers.

The development will rise to nine levels, a height encouraged by the NSW Government due to the site’s proximity to Spit Junction, which has been identified as a low- to mid-rise centre. Developments within a certain proximity to these centres are permitted increased height.

fjc said the project “achieves an appropriate density outcome for its setting by balancing increased housing supply with strong amenity performance,” adding that it “makes a measurable contribution to NSW housing supply targets through the delivery of additional dwellings and dedicated affordable housing.”

The new development will replace five existing two-storey homes.

“By aligning with the objectives of the Housing SEPP and applying careful architectural and urban design principles, the development provides high-quality residential accommodation that integrates sensitively within its established Mosman context and delivers enduring benefits to residents and the wider community.”

Mosman has become increasingly popular with developers in recent years.

Developer Abadeen has been particularly active, with Mosman Residences currently on the market and under construction on Clifford Street. It also has an upcoming Burran Avenue project, comprising just three apartments on the Balmoral Slopes, and recently secured the Midas and Honeysuckle nursery site on Military Road.

Prosker Property has a project on Redan Lane, just a few doors down from Time &amp; Place’s proposed development.

Developers including Toohey Miller, DARE Property Group, and WINIM also have projects underway in the area. In 2024, a five-year target was set for the Mosman LGA to increase housing supply by 500 dwellings by 2029.

Time &amp; Place entered the Sydney market with Two Tides, its under construction Manly development. Given its sales success, it has secured another development in the area, more boutique, facing the beach on North Steyne.

They are hoping to launch their redevelopment of The Chimes in Potts Point this year, and next year will look to take to market Marlborough House, an adaptive re-use of the landmark David Jones warehouse in Surry Hills.

Joel Robinson

Time & Place to take on Mosman apartment market

Brunswick’s civic heart continues to consolidate around the Merri-bek Arts and Culture Precinct, where a growing cluster of cultural institutions, recreation facilities, and public infrastructure has created one of the inner north’s most defined community hubs.&nbsp;

Within this evolving precinct, <a href="https://www.apartments.com.au/new-apartments/saxon-street-by-milieu-brunswick-31-saxon-street-brunswick-vic-3056">Saxon Street by Milieu</a> introduces new housing directly alongside the civic anchors that shape daily life in the suburb.

At 31 Saxon Street, the project sits immediately beside Brunswick Baths and within moments of Brunswick Library and Town Hall, longstanding institutions that support both community services and everyday amenity.&nbsp;

[smartcode_project:default project_id=136434 project_image_fid=348840]

Next door, the newly delivered Balam Balam Place arts precinct has emerged as a central piece of Merri-bek Council’s cultural strategy, bringing together creative studios, exhibition spaces, maternal and child health services, and community programming in a purpose-built civic facility. Together, these destinations have reinforced the surrounding blocks as a focal point for public life in Brunswick.

This part of <a href="https://www.apartments.com.au/developments/brunswick-vic-3056">Brunswick</a> forms a key pocket within the suburb’s designated Major Activity Centre, where long-term planning has prioritised walkability, civic investment, and increased housing supply close to transport and services. The surrounding street network reflects that strategy, with compact blocks, established retail corridors and active transport links supporting a lifestyle that is largely navigable on foot.

Within a few minutes’ walk, Sydney Road delivers one of Melbourne’s most recognisable streets, known for its long-running mix of independent retailers, international dining venues and everyday convenience. Tram routes along Sydney Road provide frequent connections south toward the CBD and north through Brunswick and Coburg, while Jewell Station on the Upfield line sits within roughly a ten-minute walk, offering direct train access into the city.

[smartcode_project:default project_id=136434 project_image_fid=348839]

Active transport also plays a significant role locally. The nearby Upfield Bike Path forms a key north–south cycling corridor linking Brunswick through Parkville and into the central city, reinforcing the area’s reputation as one of Melbourne’s most accessible inner-urban neighbourhoods for cyclists and pedestrians alike.

The surrounding civic cluster extends beyond cultural infrastructure. Siteworks, a nearby creative hub supporting artists and community organisations, adds to the concentration of cultural activity in the immediate area. Educational institutions such as Brunswick North Primary School, Brunswick Secondary College and RMIT’s Brunswick campus are also within easy reach, contributing to the suburb’s diverse resident base spanning families, students and professionals.&nbsp;

[smartcode_project:default project_id=136434 project_image_fid=348841]

Designed by <a href="https://www.apartments.com.au/architects/jackson-clements-burrows-architects">Jackson Clements Burrows Architects</a> in collaboration with <a href="https://www.apartments.com.au/interior-designers/designoffice">DesignOffice</a> and landscape architects <a href="https://www.apartments.com.au/landscape-architect/oculus">OCULUS</a>, the nine-level building has been shaped to respond to the surrounding streetscape, with lower levels aligning to the street and upper storeys stepping back to soften its scale and improve solar access.&nbsp;

Curved balcony forms reference nearby heritage architecture, while the development’s public realm improvements include a widened footpath along Saxon Street to strengthen pedestrian connections between the precinct’s civic sites.

Sustainability also underpins the project’s approach. The building is designed to operate entirely on electric infrastructure supported by rooftop solar, with an average 7.5-star NatHERS energy rating and EV-charging readiness across the development. Shared resident amenities will include a landscaped rooftop terrace with barbecue and covered dining areas intended to encourage informal interaction between residents.

Saxon Street marks developer Milieu's fifth project in Brunswick and continues its focus on design-led infill housing across Melbourne’s inner suburbs.&nbsp;

Construction has commenced through reputable builder Manresa, who will complete the project in 2027.

[smartcode_project_cta:default project_id=136434]

Saxon Street by Milieu connects residents to Brunswick’s cultural and civic core

Within <a href="https://www.apartments.com.au/new-apartments/candela-ivanhoe-40-upper-heidelberg-road-ivanhoe-vic-3079">Candela Ivanhoe</a>, <a href="https://www.apartments.com.au/developers/salter-brothers">Salter Brothers</a>&nbsp;takes a different approach to larger residences, moving away from the constraints of a single level.

In Grand Residence 3.05, known as the Lustre, plays out across two levels, with a mezzanine configuration that is uncommon in apartment living.

Lustre is a four-bathroom residence where the layout creates a clear distinction between shared and private zones, with uninterrupted views toward the Dandenong Ranges extending the sense of openness from the main living areas.

Entry is to the primary living level, where the kitchen, dining, and living areas are arranged as one continuous space. Timber flooring runs throughout, with a fireplace set within the living zone. Full-height glazing brings in natural light, supported by double glazing that improves thermal performance.

[smartcode_project:default project_id=342 project_image_fid=357506]

The kitchen is configured as both a working and social space. A large island bench provides seating, while a walk-in pantry extends storage beyond typical apartment expectations.

Gaggenau appliances, including a 900mm gas cooktop and 600mm oven, are integrated into a layout that connects directly to the adjacent dining and living areas, and outward to the terrace. This balcony includes a built-in BBQ, reinforcing the apartment’s capacity to accommodate larger gatherings without compromising internal space.

A dedicated laundry room, powder room, and a wine cellar area sit discreetly off the main living zone, ensuring that functional requirements are resolved without encroaching on primary living areas. The master suite is also located on this level, designed as a retreat with a walk-through wardrobe and an ensuite that includes double vanities, a bath, and a dedicated dressing table.

[smartcode_project:default project_id=342 project_image_fid=357508]

The mezzanine level introduces a second layer of living, rather than simply additional bedrooms. Two large bedrooms with built-in robes are positioned alongside a central bathroom, while a secondary lounge and study area create a self-contained zone suited to children, guests, or extended family. A large storage room further supports long-term usability, addressing a common shortfall in apartment design.

This separation of levels is central to how the residence functions day-to-day. It allows the lower level to operate as the primary entertaining and living space, while the upper level provides privacy and flexibility. The result is closer in feel to a townhouse or standalone home, but with the benefits of apartment living, security, and low maintenance.

[smartcode_project:default project_id=342 project_image_fid=364553]

Candela is close to 80 per cent complete, with Ironside delivering construction ahead of its expected October 2026 completion. The development comprises 58 residences, with a strong owner-occupier profile and a mix of one to four-bedroom apartments and loft-style townhouses.

Candela has exclusive access to private amenities, including a residential lounge and rooftop terrace. A charming café and a lifestyle wellness centre are located on the ground level, designed to foster community connection and extend the living experience beyond individual apartments without competing with the scale of homes like Lustre.

Candela, positioned in the heart of Ivanhoe Village, reinforces the practicality of the address. With a Walk Score of 90, residents are within immediate reach of cafés, retail, parklands, and Ivanhoe Station, while also benefiting from proximity to established schools and healthcare services.

[smartcode_project_cta:default project_id=342]

Inside Lustre: Grand Residence 3.05 at Candela Ivanhoe

<a href="https://www.apartments.com.au/developers/milieu-property">Milieu</a>’s <a href="https://www.apartments.com.au/new-apartments/elsternwick-gardens-by-milieu-8-gordon-street-elsternwick-vic-3185">Elsternwick Gardens</a> is being shaped around a simple but increasingly rare premise in apartment development: that the built environment should actively support residents’ wellbeing.&nbsp;

Located on the former ABC Studios site on Gordon Street in Melbourne’s south-east, the new neighbourhood sits on an expansive 11,740 sqm site neighbouring the heritage-listed Rippon Lea Estate, whose gardens date back more than 140 years.

Rather than positioning wellness as an add-on amenity, the development integrates it into the physical planning of the site. Architecture by <a href="https://www.apartments.com.au/architects/woods-bagot">Woods Bagot</a> is arranged across six low-rise buildings set within extensive landscaping designed by <a href="https://www.apartments.com.au/landscape-architect/oculus">OCULUS</a>, with more than 40 per cent of the land dedicated to gardens and green space. Walking trails, pocket gardens, and mature trees are threaded between buildings, creating a network of green corridors that encourage residents to move through the precinct on foot and spend more time outdoors.

[smartcode_project:default project_id=136535 project_image_fid=288420]

Milieu has intentionally framed these gardens as an extension of the neighbouring Rippon Lea Estate. More than 16,000 new plants will be introduced across the site, with species carefully selected to protect and complement the area’s ecological significance. The approach focuses on strengthening existing environmental conditions while establishing new habitats that support native wildlife, reinforcing the role of the landscape as both an active ecosystem and a defining element of daily life.

A private resident gate will provide direct access to the historic grounds during opening hours, allowing residents to move seamlessly between the development’s landscaped gardens and the estate’s expansive lawns, lakes, and mature trees. The project’s gardens will also be maintained by the same gardeners responsible for Rippon Lea, reinforcing the visual and ecological continuity between the two landscapes.

Complementing the landscape is a dedicated wellness hub designed to support everyday health and recovery. Residents will have access to a gym alongside yoga and Pilates studios, while mineral pools and infrared saunas provide spaces for relaxation and restorative wellbeing. Shared lounges, workshop spaces, and pet care facilities expand the concept of wellness beyond fitness, creating opportunities for social connection and community interaction within the precinct.

Environmental performance is another key component of the project’s wellbeing focus. Elsternwick Gardens will be entirely fossil-fuel-free, with homes designed to operate on renewable electricity rather than gas. Passive design strategies, including cross-flow ventilation, high-performance insulation, and thermally broken double glazing, are intended to maintain comfortable indoor temperatures while reducing energy demand. Solar photovoltaic systems will power common building services, while rainwater harvesting will help irrigate the extensive landscaping across the site.

[smartcode_project:default project_id=136535 project_image_fid=361030]

Milieu Founder and Managing Director Michael McCormack says the scale and setting of the project allowed the team to take a different approach to urban apartment living.

“This site represents a once-in-a-lifetime opportunity to build something truly special,” McCormack says.

“Through that process, we arrived at a design that centres on a fully realised natural landscape – a series of private, interconnected gardens that encircle the homes and extend seamlessly from Rippon Lea Estate.”

Elsternwick Gardens will comprise three residential offerings, Gordon Place, Ripponlea Terrace, and The Garden Pavilion, each designed for owner-occupiers and shaped around high-quality interior design by Woods Bagot, K.P.D.O., and Flack Studio. The first stage, Gordon Place, includes one-, two-, and three-bedroom apartments designed with a strong focus on indoor-outdoor living and sustainability.

[smartcode_project:default project_id=136535 project_image_fid=288412]

Milieu recently appointed <a href="https://www.apartments.com.au/builders/brady-constructions">Brady Constructions</a> to deliver the project, marking a key milestone for the development. The appointment follows the demolition of the former studio buildings on the Gordon Street site, with construction progressing toward the delivery of the nature-led community.

Situated between the established villages of Elsternwick and Ripponlea, the development balances its garden setting with strong urban connectivity. Residents will be within walking distance of cafés, restaurants, and local retail, while nearby train and tram connections provide quick access to Melbourne’s CBD and the beaches of Elwood and St Kilda.

With construction underway and the first residents expected to move in by early 2027, Elsternwick Gardens represents a growing shift in apartment development toward environments that prioritise wellbeing as much as density or location. By placing landscape, sustainability, and shared spaces at the centre of the design, Milieu is positioning the project as a residential neighbourhood where wellness is not just promoted, but built into the structure of everyday life.

[smartcode_project_cta:default project_id=136535]

Elsternwick Gardens' wellness-first design strategy

Brisbane-based developer <a href="https://www.apartments.com.au/developers/red-co">Red &amp; Co</a> has made a striking debut on the Gold Coast, officially unveiling its $250 million COMO development in Varsity Lakes, a lifestyle-driven residential project anchored by an extensive rooftop wellness and activity precinct.

Having recently launched to market, construction has already been fast-tracked by <a href="https://www.apartments.com.au/builders/5point-projects">5Point Projects</a>, ensuring momentum continues on what is set to become a landmark residential address for the growing Varsity Lakes community.

Located at 22 Lake Street, Varsity Lakes, <a href="https://www.apartments.com.au/new-apartments/como-varsity-lakes-22-lake-street-varsity-lakes-qld-4227">COMO</a> will comprise 156 apartments across 16 levels, comprising one-, two- and three-bedroom residences designed for modern living. However, it is the project’s rooftop amenity offering that sets COMO apart.

[smartcode_project:default project_id=135546 project_image_fid=363510]

Designed as a dedicated wellness and recreation hub, the rooftop will feature a 25-metre lap pool, fully equipped gymnasium, and multiple pickleball and paddleball courts - amenities rarely seen in boutique apartment projects.

Residents will also have access to a sauna and plunge baths, while landscaped gardens and relaxation zones will provide tranquil spaces overlooking sweeping panoramic views across the Gold Coast skyline.

The rooftop precinct has been designed to function as the social and wellness heart of the development, encouraging residents to embrace an active, balanced lifestyle within their own building.

&nbsp;

[smartcode_project:default project_id=135546 project_image_fid=363512]

Red &amp; Co director David Laverty said the amenity offering was central to the project’s design from the outset.

“Amenities were at the forefront of our decisions,” Laverty said.

“Buyers today are looking for more than just an apartment - they want a lifestyle that promotes health, connection and balance.

“The rooftop at COMO has been designed to be the epicentre of that lifestyle, with a suite of wellness and recreation facilities that are quite unique for a boutique development of this scale.”

&nbsp;

[smartcode_project:default project_id=135546 project_image_fid=363514]

Designed by <a href="https://www.apartments.com.au/architects/bda-architecture">BDA Architecture</a>, the residences prioritise liveability, featuring spacious layouts, 2.7-metre ceilings and high-quality finishes throughout.

The development sits beside Bond University, placing residents within walking distance of education, retail and dining options within the vibrant Varsity Lakes precinct, including Robina Town Centre, Varsity Lakes Train Station and a range of leading schools.

[smartcode_project:default project_id=135546 project_image_fid=363511]

Laverty said the location was a key driver behind Red &amp; Co’s decision to bring the project to the Gold Coast.

“<a href="https://www.apartments.com.au/developments/varsity-lakes-qld-4227">Varsity Lakes</a> was a clear choice for us to invest in as it’s a lifestyle hub that seamlessly blends lakeside living with urbanity,” he said.&nbsp;

“Como will capitalize on this great location, delivering a project that not only creates premium homes, but a lifestyle defined by community, wellbeing, and connectivity.”

Red &amp; Co has delivered more than 500 apartments and townhouses across 26 projects in Brisbane in recent years, with COMO marking the company’s first major Gold Coast development.

[smartcode_project_cta:default project_id=135546]

Red & Co unveils amenity-rich Como development in Varsity Lakes

Shareholders

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The besieged national property valuer Landmark White is seeking to raise $5 million from shareholders to restructure the business.
The company is suspended from trading on the ASX after two data breaches earlier this year.
Several financial institutions suspended their valuations with the firm, forcing its management to come up with its restructure.
Landmark White does not expect its customer workflows to return to their previous levels.
It has been reported it has been hit by an exodus of staff from its Sydney business. About 20 staff have left the franchise business to work at Ray White Commercial.  LandMark White is comprised of the listed corporate head office with under 400 staff and an independent franchise network.
“LMW’s current financial position is such that, in the event that the minimum raise amount is not raised under the offer, the offer will not proceed and the company will not be able to continue meeting its financial obligations when they fall due,” the company said in a prospectus lodged to the ASX at 5pm Friday.
Landmark’s offer, priced at 8c a share, is aimed at raising up to $5.45m and is partially underwritten up to $3 million.
It has appointed Enrizen Capital as the lead manager for the raise. Landmark chairman Keith Perrett said the board had developed a leaner, optimised business model.
“While LMW is now in an operating position to execute a restructuring of the business to rebuild value for shareholders, the company requires additional capital in order to deliver the restructure, optimise the business and continue its operations,” he added.
Landmark is saying it has been propped up by the good grace of its lender, Westpac-owned St George.
“Due to LMW’s financial position, it is … in breach of terms of the facility agreement with St George Bank in respect of both the overdraft facility and bill acceptance facility (facility agreement).
“It is likely that, given LMW’s current financial position, LMW will be in breach of certain terms of the facility agreement until such time as its financial position has returned to the required levels of profitability, which may be a period until June 30, 2020.”
Landmark’s full-year numbers have been hit by the twodata breaches.
The company has posted a net loss after tax of $15.1 million for the year ended June 30, with the breaches wiping out between $6m to $7m of revenue.
It posted a profit of $4.1 million for fiscal 2018.
 
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j.ballantyne1990-6AQqhLzZaK

Landmark White seek to rebuild value for shareholders

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<img src="https://counter.theconversation.edu.au/content/63270/count.gif" alt="The Conversation" width="1" height="1">
GUEST OBSERVER
Sound corporate governance not only boosts banks’ efficiency, it is also good for the profit of Australian banks and their shareholders.
However, new research shows that factors such as the number of board meetings, the involvement of large shareholders in boardroom decisions and whether or not the board has independent members don’t play a significant role in achieving those goals.
Our study, published in the Journal of International Financial Markets, Institutions and Money, investigated the effectiveness of certain corporate governance measures on the performance of 11 Australian banks from 1999 to 2013.
It showed Australian banks improved efficiency after the introduction in 2003 of the Australian Securities Exchange (ASX) Principles of Good Corporate Governance, which aimed for improved governance mechanisms and thus better control over bank management.
The principles meant all ASX-listed firms should have certain board attributes. It is recommended, for example, that a board’s chairman should not be part of the executive team, that boards should consider size and composition (such as gender equality) to meet the reasonable expectations of most investors in most situations, and that different committees for detailed oversight be established.
<h2>What makes a difference?</h2>
The study assessed the impact of corporate governance by the number of directors, the proportion of non-executive directors, the number of board meetings, committee meetings, and the largest share of the individual shareholders in Australian banks.
After the introduction of the ASX’s principles, the Australian banking industry performed better in maximising its total revenue (from lending and non-lending activities) for any given level of borrowing and operating expenses. The results also revealed that the “Big Four” banks – National Australia Bank (NAB) Commonwealth Bank (CBA), ANZ and Westpac – performed better in this than any competing regional banks.
We found that board size and committee meetings improve bank efficiency. This suggests that larger boards bring higher knowledge into the decision and supervisory process.
Committees considered in this study were: audit, nominating, remuneration and risk. These committees are seen as the main influence on boards’ most important decisions.
However, the number of independent board members and number of board meetings had no significant impact on a bank’s technical performance.
The study didn’t find any evidence of large shareholders executing power to affect banks’ performance.
Good corporate governance has intrinsic links to profit. Shareholders want value for money in paying board members. Regulators seek fewer failures and higher stability. And banks intend their corporate governance arrangements to deliver stronger oversight of management.
Investors have become more concerned about the role of the board in recent decades, especially in the wake of major corporate collapses including Ansett, OneTel, HIH and Bankwest in Australia. As a result, investors have demanded stronger corporate governance.
The consequences of ignoring risks and weak governance can be costly. For example, two former National Australia Bank (NAB) foreign currency options traders who were sentenced in 2006 for manipulating foreign exchange spot trades that falsely inflated profits and hid losses. The Australian Securities and Investments Commission (ASIC) noted in 2006 that
"By 13 January 2004, when the fictitious trades were discovered by the NAB, the loss incurred was approximately $160 million."
After revaluation, the incurred losses for NAB totalled $360 million.
In its March 2004 report into the case, the Australian Prudential Regulation Authority (APRA) noted that while the irregular trades did not threaten the bank’s viability or its capacity to meet its obligations to depositors,
"the governance and risk management weaknesses identified in the report were serious… NAB will need to address these issues promptly so that it meets “best practice” standards in its treasury area and problems of this kind do not recur."
Regulators have also developed new tools to supervise financial markets, stock exchange and financial institutions and to avoid corporate collapses. In 2008, APRA prudential standards particularly for credit institutions to ensure their stability.
Our research results can be seen as good news for Australian banks in general and the Big Four in particular, in a dynamic and turbulent banking environment. However, regulators must continue to improve corporate governance principles and further strengthen the supervisory conducts of boards.
Amir Arjomandi is lecturer, School of Accounting, Economics and Finance, University of Wollongong and can be contacted <a href="https://theconversation.com/profiles/amir-arjomandi-287010" target="_blank">here</a>.
Juergen Seifert is assistant professor in Accounting, University of Nottingham and can be contacted <a href="https://theconversation.com/profiles/juergen-seufert-287253" target="_blank">here</a>.
Ruhul Salim is associate professor, Curtin University and can be contacted <a href="https://theconversation.com/profiles/ruhul-salim-287254" target="_blank">here</a>.
All are authors for The Conversation.
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jchancellor-FAypfDUnLy

Good corporate governance is good for banks’ bottom line

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Onthehouse Holdings Limited announced today that it has entered into a scheme implementation deed with a consortium of investors comprising PIQ1 Pty Ltd and Macquarie Corporate Holdings Pty Limited (both whollyowned subsidiaries of Macquarie Group Limited) and 77 Victoria Street Trust and Sandrift Pte Limited (entities of which Michael Dempsey and Daniel Dempsey are each affiliated) (Consortium).
The Scheme Implementation Deed provides for the acquisition by the Consortium of all of the equity in Onthehouse not already owned by members of the Consortium through a scheme of arrangement (Scheme) for cash consideration of $0.85 per Onthehouse share.
This consideration represents a premium of: 54 percent over the 90 day volume-weighted average price of $0.552 to 22nd December 2015 (two days before the Consortium’s initial proposal was announced by Onthehouse on 24 December 2015 and one day after the release of the Notices of initial substantial holder by each of Corelogic Australia Holdings Pty Ltd and the Macquarie Group Entities); 50 percent over the 30 day volume-weighted average price to 22nd December 2015 of $0.567; 47 percent over the closing price of $0.580 on 22nd December 2015; 11 percent over the 30 day volume-weighted average price of $0.765 to Tuesday 5 July 2016; and 13 percent over the Consortium’s initial proposal of $0.755 per Onthehouse share announced by Onthehouse on 24 December. Unanimous Recommendation of the Independent Board Committee.
As advised to the market on 11 March 2016, Onthehouse formed an independent board committee (IBC) which excluded Michael Dempsey and Daniel Dempsey, to consider the Consortium’s proposal.
Following its consideration of the proposal and negotiations with the Consortium, the IBC now unanimously recommends, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of Onthehouse shareholders, that shareholders vote in favour of the Scheme.
Subject to those same qualifications, each independent director of the IBC intends to vote all Onthehouse shares controlled or held by, or on behalf of, that director in favour of the Scheme.
The chairman of Onthehouse and of the IBC, Tony Scotton, said he was pleased to have agreed to recommend a transaction that offers a significant premium to shareholders of Onthehouse.
"The Consortium’s proposal, if implemented, provides shareholders with an immediate and significant increase in value without the risks inherent in transitioning our Console platform to become a cloud, software-as-a-service offering – something that we believe is critical for the platform to retain its strong position in the market.
"The IBC has, therefore, unanimously concluded that it is in the best interests of shareholders to enter into the Scheme Implementation Deed.”
Onthehouse has appointed Lonergan Edwards as the independent expert to opine on whether the Scheme is in the best interests of shareholders and to provide the independent expert’s report.
Implementation of the Scheme remains subject to customary conditions, including, in summary:
 the Court ordering that a meeting of Onthehouse shareholders be convened;
Onthehouse shareholders approving the Scheme by the requisite majorities – being: - a majority in number of shareholders who are eligible to vote, present and voting (either in person or by proxy); and - at least 75 percent of the total shares voted, noting that the members of the Consortium and their affiliates (who have a relevant interest in 19.23 percent of Onthehouse shares) are not eligible to vote;
Court approval of the Scheme at the second court hearing (Second Court Hearing); no material adverse change and no prescribed occurrence occurring before date of the Second Court Hearing; and no material legal restraint or prohibition, preventing or delaying the completion of the proposed transaction is in effect 2 hours before the Second Court Hearing, in each case, as set out in the Scheme Implementation Deed.
A scheme booklet is expected to be sent to Onthehouse shareholders in September 2016.
It is anticipated that Onthehouse shareholders will have the opportunity to vote on the proposal at a meeting to be held in October 2016.
Onthehouse is being advised by TMT Partners and Allier Capital as joint financial advisers and Gilbert + Tobin as legal adviser.
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