No intention to bid statement

AEW UK REIT PLC

21 April 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 (WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

FOR IMMEDIATE RELEASE

21 April 2026

Statement of intention not to make an offer for Alternative Income REIT plc

Further to the announcement on 24 March 2026 by AEW UK REIT plc ("AEWU") regarding a possible offer for Alternative Income REIT plc ("AIRE"), AEWU notes that, although indicative heads of terms were reached at an early stage of the process, it was established during the course of due diligence that agreement on certain key matters could not be concluded. Accordingly, AEWU confirms that it does not intend to make a firm offer for AIRE.

The Board considers this to be regrettable as, subject to valuation of an offer based on agreed net asset values and other terms, a combination of the companies could have served both sets of shareholders' interests.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, AEWU and any person(s) acting in concert with it will, except with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel"), be bound by the restrictions set out in Rule 2.8 of the Code.  Under Note 2 of Rule 2.8 of the Code, AEWU, and any person(s) acting in concert with it, reserves the right to set the restrictions in Rule 2.8 of the Code aside in the following circumstances:

a)   with the agreement of the Board of Directors of AIRE;

b)   following the announcement of a firm intention to make an offer for AIRE by, or on behalf of, a third party;

c)   following the announcement by AIRE of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code), or a reverse takeover (as defined by the Code); or

d)   where the Takeover Panel has determined that there has been a material change in circumstances.

Enquiries:

AEW UK REIT plc
Laura Elkin	[e-mail] Tel: [phone]
AEW Investor Relations	[e-mail]
Panmure Liberum (Sole Financial Adviser and Broker) Investment Banking: Darren Vickers Ashwin Kohli Phoebe Bunce	Tel: [phone]
Cardew Group	[e-mail]
Ed Orlebar Tania Wild	[phone] [phone]

Important information

The individual responsible for releasing this announcement is Megan Freeman of MUFG Corporate Markets.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation to purchase, acquire, subscribe for, sell, dispose of or issue any securities in Alternative Income REIT plc or AEWU in any jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Panmure Liberum Limited ("Panmure Liberum"), who are authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, are acting solely for the Company and no-one else in connection with the transactions and arrangements described in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transactions and arrangements described in this announcement. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Liberum or for providing advice in connection with the contents of this announcement or for any other matters referred to herein.

No investment recommendation

This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website (www.aewukreit.com) no later than 12 noon (London time) on the first business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END