SG Fleet Secures OIO Approval as PEP Acquisition Advances: Shareholder Vote Looms

Key Highlights:

• Overseas Investment Office (OIO) approval granted for Pacific Equity Partners’ takeover
• Shareholder meetings set for April 8 to vote on $1.19B scheme of arrangement
• Board unanimously recommends shareholders vote in favour of the deal

SG Fleet Moves Closer to Private Ownership as PEP Acquisition Clears Key Hurdle

SG Fleet Group Ltd (ASX: SGF), a leading provider of integrated mobility solutions, has moved a significant step closer to transitioning from a listed entity to private ownership after receiving Overseas Investment Office (OIO) approval for its proposed $1.19 billion acquisition by Pacific Equity Partners (PEP).

The announcement, made on March 27, confirms that Bidco—an entity controlled by PEP-managed funds—has secured regulatory consent from the OIO, one of the key conditions under the Scheme Implementation Deed announced in December 2024. The scheme now awaits the pivotal shareholder vote on April 8 and final court approval.

“This regulatory milestone clears a major path for the proposed transaction,” SG Fleet said in its ASX release, reaffirming the company’s position that the acquisition remains subject to shareholder and court approvals, along with other customary conditions.

The deal, which will see SG Fleet delist from the ASX if successful, is structured as a scheme of arrangement with shareholders receiving a cash consideration. An alternative scrip consideration is also available to eligible management shareholders, although the board has made no recommendation on this option.

Board Unanimously Endorses the Deal Amid Strong Market Performance

SG Fleet’s board of directors has unanimously recommended shareholders vote in favour of the scheme, citing the Independent Expert’s conclusion that the transaction is in the best interest of shareholders—provided there is no superior proposal.

Directors holding shares, including CEO Robbie Blau and CFO Kevin Wundram, have signalled their intention to vote in favour of the scheme, adding weight to the board’s endorsement.

The timing of the offer comes during a period of strong share price performance for SG Fleet. The stock is trading at $3.48—its 52-week high—delivering a 20% return over the past year and outperforming both its sector (+9.64%) and the broader ASX 200 (+18.22%). The company’s consistent dividend yield of 6.99% and a PE ratio of 13.38 reflect stable fundamentals and investor confidence in its business model.

SG Fleet services clients across Australia, New Zealand, and the UK, offering vehicle leasing, fleet management, and salary packaging solutions. The company’s 341.98 million ordinary shares translate to a market cap of approximately $1.19 billion, making it one of the more prominent players in the industrials sector.

Should shareholders and the court approve the scheme, the transaction would mark a significant shift in the mobility services space, with SG Fleet transitioning from public company oversight to the hands of one of Australia’s leading private equity groups. PEP’s involvement is expected to bring capital depth and strategic expertise, potentially unlocking further growth in both domestic and international markets.