Statement regarding possible offer from AEW
Summary by AI BETAClose X
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.
THE ANNOUNCEMENT BY AEWU IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND, SAVE AS SET OUT IN THE AEWU ANNOUNCEMENT, THERE CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE BY AEWU NOR AS TO THE TERMS ON WHICH ANY OFFER BY AEWU MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
20 July 2026
Alternative Income REIT plc
("AIRE" or the "Company")
Statement regarding possible offer from AEW UK REIT plc
The board of AIRE (the "Board") notes the announcement made by AEW UK REIT plc ("AEWU") on 16 July 2026, relating to a possible all-share offer for the entire issued and to be issued share capital of the Company (the "AEWU Possible Offer"), under which AIRE shareholders would receive 0.725 shares in AEWU for each AIRE share held. The exchange ratio has been calculated by reference to the respective net asset values of both companies, each reduced for estimated transaction costs and the most recently paid dividend and is stated by AEWU to incorporate a 6 per cent. discount to AIRE's net asset value per share.
The Board welcomes AEWU's announcement and believes that a possible offer from AEWU has the potential to deliver a more attractive outcome for AIRE shareholders than the offer currently being proposed by Glenstone REIT plc ("Glenstone") (the "Glenstone Offer"), both from a price and corporate governance perspective, as well as giving AIRE shareholders the option to remain invested in an income producing REIT. The Board will need to understand the detailed terms of the AEWU Possible Offer in order to determine whether or not it could recommend the AEWU Possible Offer to AIRE shareholders, if indeed a firm offer were to be forthcoming.
Based on the proposed exchange ratio of 0.725 and AEWU's closing share price of 106.8 pence on 15 July 2026, being the last business day before AEWU's announcement, the AEWU Possible Offer had an implied value of approximately 77.4 pence per AIRE share. The 77.4 pence implied value of the AEWU Possible Offer represents a premium of approximately 10.6 per cent. to the 70.0 pence per AIRE share under the Glenstone Offer if AIRE declares a fourth interim dividend of 1.4 pence per AIRE share in order for AIRE to meet its target dividend for the financial year (as Glenstone would be required to reduce its offer consideration accordingly). As the AEWU Possible Offer is entirely in shares, its implied value will fluctuate with the AEWU share price.
The Board notes Glenstone's support in principle for the previous AEWU proposal (the "Previous Proposal"). During the process relating to the Previous Proposal, AIRE's financial adviser informed AEWU's financial adviser that Glenstone had indicated its support in principle and steps were taken to arrange a meeting between Glenstone and AEWU. Although the Previous Proposal did not proceed, the Board welcomes AEWU's renewed interest and intends to engage with AEWU to determine whether the AEWU Possible Offer can be developed into a firm offer capable of recommendation.
There can be no certainty that an offer will be made by AEWU, and any firm offer would be subject to the satisfaction or waiver of applicable conditions. AIRE shareholders should take no action in relation to the AEWU Possible Offer at this time.
In light of AEWU's announcement, and the Board's previously stated concerns regarding the Glenstone Offer, the Board strongly recommends that AIRE shareholders who have not accepted the Glenstone Offer do not do so.
The Board also strongly recommends that AIRE shareholders who have already accepted the Glenstone Offer withdraw their acceptances as soon as possible, to the extent they remain entitled to do so, in accordance with the procedures set out in paragraph 3 of Part C of Part II of Glenstone's offer document dated 6 July 2026 (the "Glenstone Offer Document").
The Board will be writing to AIRE shareholders today setting out in detail the reasons why it believes AIRE shareholders should not accept the Glenstone Offer.
A further announcement will be made as appropriate.
In accordance with Rule 2.6(d) of the Code, AEWU has until 5.00 pm on 28 August 2026 (being the 53rd day following publication of the Glenstone Offer Document) to either announce a firm intention to make an offer for AIRE in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel on Takeovers and Mergers.
AIRE confirms that this announcement has been made without the consent of AEWU and Glenstone.
For further information please contact:
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Alternative Income REIT plc Simon Bennett - Chair |
Via Shore Capital on 0207 408 4090 or by email: Aire.Cosec@jtcgroup.com |
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Shore Capital (Financial Adviser) |
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Gillian Martin / David Coaten / George Payne / Matthew Walton |
+44(0) 207 408 4090 |
Important notices
The person responsible for the release of this announcement on behalf of the Company is Simon Bennett.
Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital") which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively for AIRE and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than AIRE, for providing the protections afforded to clients of Shore Capital, or for providing advice in relation to the possible offer or any other matter referred to herein. Neither Shore Capital & Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein or otherwise.
This announcement and the information it contains is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise or the solicitation of any vote in any jurisdiction in contravention of applicable law.
The release, publication or 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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Market Abuse Regulations
The information contained within this announcement is considered to constitute inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, AIRE confirms that, as at the date of this announcement, its issued and fully paid share capital consists of 80,500,000 ordinary shares with a nominal value of 1 pence each. The Company holds no shares in treasury. The International Securities Identification Number (ISIN) for the ordinary shares is GB00BDVK7088. The Company's LEI is 213800MPBIJS12Q88F71.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of AIRE at www.alternativeincomereit.com/investors/possible-offer-for-aire-by-aewu/ subject to certain restrictions relating to persons resident in restricted jurisdictions, promptly and by no later than 12 noon (London time) on the 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.
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