No Intention to Bid Statement
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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
26 August 2026
AEW UK REIT plc ("AEWU" or the "Company")
No Intention to Bid Statement
On 16 July 2026, the Company announced that it was considering a possible all-share offer to acquire the entire issued and to be issued share capital of Alternative Income REIT plc ("AIRE") (the "Possible Offer"). Following Glenstone's public statement that it would not support an offer from AEWU and subsequent attempts to engage with Glenstone to discuss the merits of AEWU's proposals, notwithstanding the indicated support from the board of AIRE, AEWU confirms that it does not intend to make a firm offer for AIRE.
Glenstone's support, as AIRE's major shareholder, is fundamental to the orderly implementation of any scheme or offer combining the two companies with AEWU as the successor company, and Glenstone has made a cash offer for AIRE at a substantial discount to its net asset value, with an existing holding of 25.4 per cent. of the issued share capital of AIRE.
The Possible Offer, had it been implemented, could have led to the combination of two REITs with aligned portfolios, offering greater portfolio diversification, the benefits of increased scale, a reduction in operating costs and an attractive ongoing dividend per share, with AEWU currently paying an annual dividend of 8 pence. The Possible Offer would have been expected to be earnings accretive for AEWU, had it been implemented.
This is a statement to which Rule 2.8 of the Takeover Code (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 on Rule 2.8 of the Code, AEWU reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:
(a) in the event that the offer by Glenstone is withdrawn or lapses, with the agreement of the Board of Directors of AIRE;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.
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AEW UK Laura Elkin Henry Butt |
laura.elkin@eu.aew.com
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AEW Investor Relations |
investor_relations@eu.aew.com |
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Company Secretary |
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MUFG Corporate Governance Limited |
aewu.cosec@cm.mpms.mufg.com |
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Cardew Group |
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Ed Orlebar Tania Wild |
+44 (0) 7738 724 630 +44 (0) 7425 536 903
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Panmure Liberum |
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Darren Vickers |
+44 (0) 20 3100 2222 |
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.
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