REG - Alternative Inc REIT AEW UK REIT PLC - Statement regarding possible offer

Aew UK ReitAnnouncement

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RNS Number : 9359X  Alternative Income REIT PLC  24 March 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 of a possible offer under Rule 2.4 of the City Code on
Takeovers and Mergers (the "Code") and is not an announcement of a firm
intention to make an offer under Rule 2.7 of the Code and there can be no
certainty that an offer will be made NOR AS TO THE TERMS.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

 24 March 2026

 

Alternative Income REIT plc

 

("AIRE" or the "Company")

 

Statement regarding possible offer

The Board of Alternative Income REIT plc notes the recent press speculation
and confirms that it has received an indicative, non-binding proposal from AEW
UK REIT plc ("AEW") relating to a possible all-share offer for the entire
issued and to be issued share capital of the Company (the "Possible Offer"),
based on an exchange ratio calculated by reference to the respective net asset
values of both companies, adjusted for transaction costs and dividends, and
incorporating a 3% discount to the net asset value of AIRE.

The Board of AIRE is evaluating the Possible Offer, together with its
financial and legal advisers, and a further announcement will be made as and
when appropriate. There can be no certainty that an offer will be made, nor as
to the terms of any such offer. Shareholders are advised to take no action at
this time.

In accordance with Rule 2.6(a) of the Code, AEW must, by not later than 5.00
p.m. on 21 April 2026, being 28 days after the date of this announcement,
either announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make 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 agreement of the Board of AIRE and the consent of the Takeover Panel
in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an offer period has now commenced in
respect of AIRE in accordance with the Code, and the attention of AIRE
shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarised below.

AIRE confirms that this announcement has been made without the consent of AEW.

For further information please contact:

 Alternative Income REIT plc                                       Via AIRE's Company Secretary, Hanway Advisory: 0207 409 0181 or by email:

                                                                 Aire.Cosec@jtcgroup.com
 Simon Bennett - Chair

 Martley Capital REIM Ltd
 Richard Croft                                                          +44 (0)20 4551 1240

 Jane Blore

 Shore Capital (Financial Adviser)
 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
(http://www.alternativeincomereit.com) 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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