REG - Glenstone REIT PLC Alternative Inc REIT - Statement re Possible Offer

Alternative Income REITAnnouncement

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RNS Number : 5904E  Glenstone REIT PLC  15 May 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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 May 2026

GLENSTONE REIT PLC

 

("Glenstone")

 

LEI Number: 213800SCA6CUFTRCLC82

 

 

 Possible Cash Offer for Alternative Income REIT plc ("AIRE" or the
"Company") and Request for Board Engagement

Introduction

Glenstone's group has been the largest shareholder in AIRE since November 2020
and, as at the date of this announcement, holds 19,325,461 shares in AIRE,
representing 24.0 per cent. of AIRE's issued share capital.

Glenstone is making this announcement regarding the future of AIRE following a
12 month period of discussions with the AIRE Board committee of independent
directors ("Independent Board Committee") regarding the future direction of
the Company, a process which commenced in April 2025.

Glenstone has supported the Independent Board Committee's intention to explore
strategic options for the Company given the challenges associated with AIRE's
continued independence as one of the smallest REITs traded on the London Stock
Exchange.

Following the withdrawal of AEW UK REIT plc ("AEWU") from discussions with the
Company on 21 April 2026 and in the apparent absence of a viable exit for
Glenstone's investment through a sale of the Company, Glenstone confirms that
it is now considering a possible all-cash offer for the entire issued and to
be issued share capital of AIRE that Glenstone does not already own (the
"Possible Cash Offer").

 

In a letter from Glenstone addressed to the Independent Board Committee on 27
April 2026 (the "Letter"), Glenstone requested an explanation of the due
diligence concerns which led to AEWU's withdrawal and of the level of abortive
transaction costs incurred by the Company.  In addition, as the Independent
Board Committee's public exploration of a possible sale has yielded no
alternative buyers for the Company, Glenstone has also requested that the
Independent Board Committee now considers a managed wind down and enters into
discussions over the terms of the Possible Cash Offer.

Glenstone has not received a constructive response from the Independent Board
Committee to the Letter.

The Possible Cash Offer

 

Glenstone confirms that it is now considering a Possible Cash Offer for the
entire issued and to be issued share capital of the Company which it does not
currently own.

It is Glenstone's intention that, if a binding offer were to be made by
Glenstone for AIRE in accordance with the Code, this would be solely in cash
and structured as a contractual offer under the applicable provisions of the
Code and the Companies Act 2006.

 

Following the completion of the Possible Cash Offer, Glenstone would intend to
implement changes designed to maximise the value of the Company's assets while
reducing the Company's operating costs.

 

The Possible Cash Offer, should it be made, will have an acceptance condition
of 50 per cent.

It is therefore possible that, following completion of the Possible Cash Offer
and subject to the level of acceptances received from shareholders,
Glenstone's shareholding will be between 50 per cent. and 100 per cent. of
AIRE shares.

If Glenstone holds less than 100 per cent. of AIRE shares following the
implementation of any Possible Cash Offer it would look to implement a managed
wind-down of the Company in order to achieve an eventual exit for all
shareholders. However, Glenstone would expect to hold certain of AIRE's assets
for the longer term if Glenstone acquires the entire Company.

In addition, subject to the level of acceptances by AIRE shareholders,
Glenstone would seek to transfer the Company's listing to The International
Stock Exchange ("TISE") in order to maintain the Company's REIT status and to
provide a dealing facility for shareholders at a lower operating cost than on
the London Stock Exchange.

Possible Cash Offer price

Glenstone is a longstanding shareholder in the Company and is relatively
familiar with its portfolio such that it does not need to undertake extensive
due diligence in order to proceed with the Possible Cash Offer.

The price (if any) which Glenstone would be prepared to offer pursuant to the
Possible Cash Offer would be informed, amongst other factors, by:

·      a review of the due diligence information shared with AEWU, to the
extent that Glenstone's request to provide such information is met by the
Independent Board Committee; and

·      Glenstone's assessment of the Company's future prospects, with
particular regard to developingmacroeconomic conditions.

Glenstone hopes to engage constructively with the Independent Board Committee
and the Company's advisers in this regard.

 

Pre-conditions to a firm offer announcement

 

The announcement of any firm offer for AIRE by Glenstone would be subject to
and conditional upon the prior satisfaction (or waiver) of certain
pre-conditions. These pre-conditions include:

 

1.   the completion of confirmatory due diligence to the satisfaction of
Glenstone;

2.   the provision of certain consents, waivers and approvals by AIRE's
lender; and

3.   final approval from the Board of Glenstone.

 

Glenstone reserves the right to waive any or all of these pre-conditions in
its sole discretion. In addition, Glenstone reserves its position in respect
of making a Possible Cash Offer with or without a Board recommendation. Even
in the event that these pre-conditions are satisfied or waived, there can be
no certainty that any firm offer will be made.

 

Background to, and reasons for, the Possible Cash Offer

12 month period of discussions with AIRE

AIRE is now one of the smallest REITs listed on the London Stock Exchange and
has not issued any further equity since its IPO in 2017 when it was launched
as the AEW Long Lease REIT PLC.  In 2019 following the termination of the
investment management agreement with AEW UK Investment Management LLP, the
Company's Board undertook a strategic review which explored options to realise
value for shareholders but ultimately failed to find a buyer for the portfolio
at that time.

In recent years Glenstone, through its representative director, has
consistently sought to support the Company's Board in pursuing strategic
options designed to maximise value for all shareholders.  Glenstone is
disappointed that a transaction capable of delivering an exit for shareholders
has yet to be achieved, during a period in which many other subscale REITs
have been consolidated by larger REITs or taken private.

More recently, the Glenstone group, as AIRE's largest shareholder, has engaged
with the Independent Board Committee of AIRE for over 12 months regarding the
future of the Company.  Glenstone put forward a number of proposals to the
Independent Board Committee in November 2025, including a request for the
Board to search for possible offerors under the framework of a "formal sale
process" under the Code set alongside an indicative cash offer proposal,
intended to provide a reference point for any third party interest arising
during the formal sale process.  The Independent Board Committee rejected
Glenstone's proposals at the time and has, instead, undertaken its own process
to identify possible buyers for the Company.

 

 

Possible offer by AEWU and termination of discussions

In March 2026, the Independent Board Committee agreed the terms of a possible
offer from AEWU which was, following an inconclusive due diligence process,
terminated by AEWU on 21 April 2026.  Glenstone had expressed its support for
this transaction on 10 March 2026, when requested to do so by the Boards of
both AEWU and AIRE and, at that time, agreed in principle to provide an
irrevocable undertaking to this effect.

When announcing its intention not to bid for AIRE, AEWU stated that "it was
established during the course of due diligence that agreement on certain key
matters could not be concluded".

 

Following AEWU's no-bid announcement on 21 April 2026, Glenstone expressed its
concern to AIRE that the matters arising during the due diligence process
appear to have been sufficiently material to result in AEWU's withdrawal and
requested that the Independent Board Committee provide an explanation to
either Glenstone or the Company's shareholders in an announcement.  Glenstone
also expressed concerns about the level of aborted transaction costs which
have been incurred by the Company.

 

Despite there being no immediate acknowledgement of Glenstone's requests,
Glenstone was surprised that the Independent Board Committee did not take the
opportunity to assuage shareholders' concerns by addressing these matters and
clarifying AIRE's position with respect to AEWU's withdrawal in its
announcement of its trading update to 31 March 2026 released on 29 April
2026.

 

Next steps

 

Glenstone strongly encourages the AIRE Independent Board Committee to engage
constructively with the Possible Cash Offer and to provide shareholders with
greater clarity regarding the strategic options available to the Company.

 

There can be no certainty that any firm offer will be made for AIRE, nor as to
the terms on which any firm offer might be made.

 

In accordance with Rule 2.6(a) of the Code, Glenstone is required, by no later
than 5.00 p.m. (London time) on 12 June 2026, being 28 days after the date of
this announcement, 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 an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can be extended
with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel")
in accordance with Rule 2.6(c) of the Code.

 

Further announcements will be made as and when appropriate.

 

Enquiries:

 Glenstone REIT PLC                                   +44 (0) 20 3915 9180
 Rob Maybury - Finance Director
 J Goodwin & Co (Financial Adviser to Glenstone)      +44 (0) 20 3976 6215
 Rupert Hill / Miquel Colas

 

Rule 2.4

Under Rule 2.4(c) of the Code, Glenstone is required to provide details of any
minimum level, or particular form, of consideration it would be obliged to
offer under Rule 6 or Rule 11 (as appropriate). Glenstone confirms that it is
not aware of any dealings in AIRE shares that would require it to offer a
minimum level, or a particular form, of consideration.

However, in the interest of confidentiality, it has not been practical for
Glenstone to make enquiries of all persons acting in concert with it prior to
the date of this announcement in order to confirm whether any details are
required to be disclosed under Rule 2.4(c)(iv) of the Code.  To the extent
that any such details are identified following such enquiries, Glenstone will
make an announcement disclosing such details as soon as practicable, and in
any event by no later than the time it is required to make its Opening
Position Disclosure under Rule 8.1 of the Code.

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
(http://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.

Rule 26.1 disclosure

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

Additional information

This announcement 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, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of AIRE who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions. Therefore, any person who is
subject to the laws of any jurisdiction other than the United Kingdom or any
shareholder of AIRE who is not resident in the United Kingdom will need to
inform themselves about, and observe, any applicable requirements. Any failure
to comply with such requirements may constitute a violation of the securities
laws or regulations of the relevant jurisdictions.

J Goodwin & Co LLP ("J Goodwin & Co"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Glenstone and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Glenstone for providing the protections afforded to its clients or for
providing advice in relation to the subject matter of this announcement.

MAR

This announcement is released by Glenstone and the information contained
within this announcement is deemed by Glenstone to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain.

The person responsible for releasing this announcement on behalf of Glenstone
is Rob Maybury, Finance Director.

 

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