Further response to firm offer by Glenstone

Alternative Income REIT PLC

16 June 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.

FOR IMMEDIATE RELEASE

16 June 2026

 Alternative Income REIT plc

("AIRE" or the "Company" or the "Group")

Further response to firm offer announcement by Glenstone REIT plc

1.   Introduction

The independent Board of AIRE, namely Simon Bennett and Stephanie Eastment (the "Independent Board"), notes the announcement by Glenstone REIT plc ("Glenstone") on 12 June 2026 of its firm intention to make a cash offer, to be implemented by way of a takeover offer, for the entire issued and to be issued share capital of AIRE not already owned or controlled by Glenstone, at a price of 70 pence per AIRE share (the "Glenstone Offer").

The Independent Board is acting in the best interests of all AIRE shareholders as a whole and not for the benefit of any one large shareholder and will consider the Glenstone Offer in that regard. There are many reasons why the Independent Board is not currently in a position to recommend the Glenstone Offer to shareholders, with the principal one being that Glenstone's Offer represents a 17 per cent. discount to AIRE's latest published net asset value of 84.4 pence per share as at 31 March 2026 (the "Prevailing Net Asset Value").

2.   Terms of the Glenstone Offer

The Glenstone Offer represents a negligible premium based on the closing undisturbed share price of 69.7 pence on 14 May 2026, the last business day before a possible offer for AIRE was announced by Glenstone. Furthermore, the Glenstone Offer represents a discount of approximately 6.23 per cent., 6.59 per cent. and 2.90 per cent. to the three, six and twelve-month volume-weighted average share prices of AIRE, respectively.

The Independent Board also notes that the Glenstone Offer price is based on the assumption that no dividends or other returns of capital will be paid and that Glenstone reserves the right to reduce the consideration payable should any such distributions be made prior to completion.

As shareholders in AIRE will be aware, in accordance with its usual practice, the Company announced in October 2025 that its target dividend for the year ended 30 June 2026 would be 5.6 pence per share. In accordance with the Company's dividend policy which was approved by shareholders at the last annual general meeting, four evenly spaced quarterly dividends are paid to shareholders annually. Three interim dividends have been paid for this financial year to date, totalling 4.2 pence per share. Therefore, the Company's target dividend for the financial year requires that a fourth quarterly dividend of 1.4 pence per share be declared in accordance with the Company's usual timetable.

Given that the Glenstone Offer price is based on the assumption that no further dividends or other returns of capital will be paid and that Glenstone reserves the right to reduce the consideration payable should any such distributions be made prior to completion, the payment of the fourth quarterly dividend for the year ended 30 June 2026 would mean that the effective value of the Glenstone Offer to AIRE shareholders would be reduced from 70 pence per share to 68.6 pence per share (the "Effective Value"). This would result in the Glenstone Offer representing a discount of approximately 8.10 per cent., 8.46 per cent. and 4.84 per cent. to the three, six and twelve-month volume-weighted average share prices of AIRE, respectively.

3.   The Glenstone Offer is at a substantial discount to AIRE's Prevailing Net Asset Value

The Effective Value of the Glenstone Offer at 68.6 pence per share represents a discount of approximately 19 per cent. to AIRE's Prevailing Net Asset Value. 

The Glenstone Offer therefore contrasts unfavourably with the potential all share offer for AIRE by AEW UK REIT plc, which was agreed in principle, at a 3 per cent. discount to the then prevailing net asset value. This offer was at a level that the Board, including Adam Smith (a director and major shareholder of Glenstone), was prepared to recommend to AIRE shareholders.

The Independent Board also notes that Glenstone previously made a cash offer for AIRE at a large discount to AIRE's stated net asset value. In November 2025, the Independent Board rejected an unfunded indicative cash offer of 66.5 pence per share, which at the time represented a discount of over 20 per cent. to AIRE's then prevailing net asset value.

4.   Other conditions of Glenstone's Offer

The Glenstone Offer is subject to a number of conditions, including the receipt of acceptances in excess of 50 per cent. of the Company's voting rights (including shares already owned by Glenstone). As a result, there can be no certainty as to the outcome of the Glenstone Offer.

The Independent Board also notes that, under the Companies Act 2006, on the basis of the Glenstone Offer as currently structured, compulsory acquisition of minority shareholders may only be effected once Glenstone has acquired or agreed to acquire not less than 90 per cent. of the shares to which the Glenstone Offer relates. Accordingly, there can be no certainty that Glenstone will be able to acquire the entire issued share capital of the Company. Shareholders who do not accept the Glenstone Offer are therefore likely to become minority shareholders in a company controlled by Glenstone. It is only if Glenstone acquired or agreed to acquire not less than 90 per cent. of the shares to which the Glenstone Offer relates that shareholders' statutory rights to have their share compulsorily acquired by Glenstone are triggered.

5.   Potential consequences for minority AIRE shareholders if the Glenstone Offer is successful

Glenstone's stated intentions include internalising management through appointing its own executives to the AIRE Board, pursuing a managed wind-down of the portfolio and delisting AIRE shares from the London Stock Exchange. The Independent Board are concerned that this would significantly weaken and potentially end the effective checks and balances that the current independent non-executive directors provide.

The Independent Board also notes that, if AIRE's shares were delisted, the Company would no longer be subject to listed company governance requirements. This is particularly concerning given Glenstone's stated intention to pursue a managed wind-down of the Company's portfolio, and the possible conflict of interest that would arise.

Glenstone itself is a REIT, with Adam Smith owning 26.45 per cent. of its issued share capital (as per the latest PDMR announcement published by Glenstone), and has stated that it would expect to hold certain of AIRE's assets for the longer term to deliver sustainable returns to its shareholders.

The Independent Board is also concerned that these measures would not only remove the liquidity and ability for minority shareholders to trade in the Company's shares, but would also mean that there may be limited independent oversight in relation to key decisions, including asset disposals, capital allocation and dividend policy and minority shareholders would have significantly reduced protections compared to those currently in place.

6.   Statements made by Glenstone regarding AIRE

AIRE's property portfolio

The Independent Board, comprising experienced non-executive directors, is fully aware of the Company's regulatory disclosure obligations. In that context, the Independent Board notes the comments made about the Company's portfolio and can confirm that it is not currently aware of any material issues that fall to be disclosed by AIRE in that regard.

The AIRE Board includes Adam Smith, as the Glenstone representative, who has participated in all ordinary course board meetings of AIRE over the last five years and continues to do so, including subsequent to the lapsed offer by AEW UK REIT plc ("AEWU"). Had any material matters relating to the Company's portfolio have arisen which required disclosure, either during the course of normal board meetings or during the in-depth work undertaken as part of the AEWU due diligence in which Mr. Smith took part, he would be fully aware of such matters and his duty as a director of the Company to require disclosure of material matters.

AIRE's cost base

AIRE is a well-run company which has a tightly controlled cost base with an ongoing charge ratio of 1.57 per cent. as at 30 June 2025.

7.   Summary

As at 31 March 2026, AIRE had a property portfolio consisting of 19 properties valued at £103.45 million and unaudited net assets equivalent to 84.4 pence per share. AIRE's portfolio continues to demonstrate resilience, remains fully let, with 100 per cent. rent collection and is predominantly let on long leases with index linked rent reviews. As at 31 March 2026, the weighted average unexpired lease term was more than 15 years to the earlier of break and expiry and 16.8 years to expiry.

The Glenstone Offer price and its Effective Value are at significant discounts to AIRE's Prevailing Net Asset Value and, in the view of the Independent Board, does not adequately compensate shareholders for the quality, longevity and inflation-linked nature of the Company's revenue streams. Furthermore, the long and inflation-linked nature of its leases, means that AIRE's income profile is both attractive and predictable. The Independent Board is mindful of the large proportion of its shareholder base who are private investors, who hold the Company's shares for dividend income.

The Independent Board has engaged constructively with Glenstone and might be prepared to provide further information in the event that a proposal that is capable of being recommended to shareholders is received from Glenstone. In the view of the Independent Board, the Glenstone Offer does not currently meet that threshold.

As a result, AIRE shareholders are strongly advised to take no action in relation to the Glenstone Offer.

For further information please contact:

Alternative Income REIT plc		Via Shore Capital on 0207 408 4090
Simon Bennett - Chair	or by email: [e-mail]
Shore Capital (Financial Adviser)
Gillian Martin / David Coaten / George Payne / Matthew Walton			[phone]

Important notices

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 firm 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.

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 https://www.alternativeincomereit.com/investors/possible-offer-for-aire/, 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

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