IPLiving - Springwood Living Group

MN-01126

RC Platform Pty Ltd as trustee for RC Platform Trust (trading as IPLiving) (**IPLiving**) proposes to acquire, via two wholly-owned special purpose vehicles, the retirement village businesses and assets of Springwood Living Group Pty Ltd (**Springwood Living Group**) (the **Acquisition**). The proposed Acquisition will involve: * RC Woniora Pty Ltd (**RC Woniora**) as trustee for RC Woniora Trust acquiring the Woniora retirement village in Sydney’s upper north shore Wahroonga, which is currently owned and operated by Woniora Management Pty Ltd, a wholly-owned subsidiary of Springwood Living Group; and * RC Healey Pty Ltd (**RC Healey**) as trustee for RC Healey Trust acquiring the Healey retirement village in Moorabbin, south-east Melbourne, which is currently owned and operated by Healey Management Pty Ltd, also a wholly-owned subsidiary of Springwood Living Group. The assets to be acquired by IPLiving from Springwood Living Group include land, plant / equipment, goodwill, contracts, intellectual property rights, records, stock, approvals, and resident agreements. IPLiving operates a retirement living business comprising six retirement villages in Victoria and New South Wales. IPLiving is a joint venture between the Zig Inge Group (**Zig Inge**) and the Palisade Impact Fund, which is managed by Palisade Impact Pty Ltd (**Palisade**). Palisade is an Australian investment manager of long-term investments in infrastructure assets and businesses, and Zig Inge is a family-owned, diversified investment business.