REG - Alternative Inc REIT Glenstone REIT PLC - Statement regarding possible offer from Glenstone

Alternative Income REITAnnouncement

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RNS Number : 6924E  Alternative Income REIT PLC  18 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 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.

 

 18 May 2026

 

Alternative Income REIT plc

 

("Alternative Income" or the "Company")

 

Statement regarding possible offer from Glenstone

The Board of Alternative Income REIT plc notes the announcement made by
Glenstone REIT plc ("Glenstone") on 15 May 2026 and confirms that it has
received an indicative, conditional and non-binding proposal from Glenstone,
which holds approximately 24% of the issued share capital of the Company,
relating to a possible cash offer for the entire issued and to be issued share
capital of the Company not already owned by Glenstone (the "Possible Offer").

Any proposal from Glenstone will be considered by the independent directors of
Alternative Income, being Simon Bennett, the Company's Chair and Stephanie
Eastment, the other independent non-executive director (the "Independent
Directors"). The Company's third director, who has been on Alternative
Income's Board since March 2021, is Adam Smith, who is a non-independent
non-executive director and who is also a director and major shareholder of
Glenstone. In addition, Adam Smith owns 1.9 million ordinary shares in
Alternative Income ("Shares"), equivalent to 2.36% of the issued share
capital. As a result, Glenstone and Adam Smith own, in aggregate,
approximately 26.4% of the Company's issued share capital.

The Independent Directors, who engaged with Glenstone and its advisers prior
to its announcement, note that the Possible Offer does not include any offer
price or range of prices, nor the terms and conditions on which any possible
offer might be made. As a result, the Independent Directors have concluded
that the proposal made to them by Glenstone does not include terms capable of
detailed evaluation and accordingly the Independent Directors are not
currently in a position to form a view on the merits or otherwise of the
Possible Offer.

The Independent Directors also note that this is not the first proposal
received from Glenstone. On 12 November 2025, Glenstone made an indicative
cash proposal at 66.5 pence per Share, without evidence of funding. At the
time, this proposal represented a discount of 20.8% to Alternative Income's
stated Net Asset Value ("NAV") per Share of 84 pence* and an 11.3% discount to
the closing price per Share of 75 pence**. Having considered the approach
fully with its advisers, the Independent Directors concluded that Glenstone's
offer fundamentally undervalued Alternative Income and its assets and as a
result the proposal was unequivocally rejected by the Independent Directors on
17 November 2025.

The Independent Directors of Alternative Income are mindful of their duties to
act in the best interests of all Alternative Income shareholders as a whole
and not for the benefit of any one large shareholder. Given that Glenstone is
the Company's largest shareholder, with a representative on the Board, the
Independent Directors have consistently engaged with Glenstone regarding
potential options for the Company's future, particularly in the last twelve
months.

The Independent Directors note that in Glenstone's recent letter of 27 April
2026 (the "Letter"), a variety of requests were put forward. These included a
request to be allowed access to confidential and commercially sensitive
information belonging to Alternative Income. As such, the Independent
Directors did not consider it appropriate to release such confidential
information.

Furthermore, as well as referencing a possible offer, the Letter also
contained a request for a managed wind-down of the Company along with a demand
that a further Glenstone executive be appointed to the Board. It also
referenced a potential transfer of the Company's listing to The International
Stock Exchange ("TISE"), a market on which Glenstone's own shares are listed.
The Board has in the past evaluated the Company's listing venue and concluded
that the Company's listing on the Main Market of the London Stock Exchange is
entirely appropriate for Alternative Income and its shareholder base, given
the limited liquidity, transparency and investor protections associated with
TISE. For the avoidance of any doubt, this remains the view of the Independent
Directors.

The Independent Directors also note Glenstone's statement in its announcement
of 15 May 2026 regarding its support for the potential offer by AEW UK REIT
plc ("AEWU"). The Independent Directors considered that the possible offer by
AEWU at a 3% discount to NAV per Share was capable of recommendation and
remain of that view. Indeed, the Board (including Adam Smith) was unanimous in
its view that this was a fair value for the Company and its portfolio.

The Independent Directors consider that it is for Glenstone now to put forward
a proposal, including details of the price per ordinary Share being offered,
together with any conditions attaching to their proposal, such that this is
capable of proper evaluation by the Independent Directors. Until Glenstone has
provided the Independent Directors with a proposal that is capable of being
recommended to Alternative Income's shareholders, which Glenstone have failed
to do to date, the Independent Directors do not consider it appropriate to
provide due diligence access to Glenstone. The Independent Directors highlight
that Glenstone's Board representative, Adam Smith, has a deep understanding of
the portfolio and its underlying assets having served on the Board of
Alternative Income for the last 5 years.

Whilst the Independent Directors recognise that the Company's market
capitalisation is at the smaller end of the REIT market, the Independent
Directors remain confident in the Company's portfolio and its prospects. The
Company has a high-quality, fully let portfolio of 19 properties,
predominantly let on long leases with index-linked rent reviews. As announced
on 3 March 2026, the Company is on track to deliver its target annual dividend
of not less than 5.6 pence per share for the year ending 30 June 2026, the
dividend for the quarter ended 31 March 2026 was fully covered and rent
collection continued to be 100%.

As shareholders will be aware, Alternative Income successfully refinanced
its £41 million loan facility in October 2025. Its new bank facilities with
HSBC, which are for a fixed term of five years with an option to extend by a
further two years if mutually agreed, consist of a term loan of £31
million and a £10 million revolving credit facility ("RCF"). The Group
therefore has flexibility to draw down the RCF as and when required, unlike
its previous term loan. Furthermore, the Alternative Income portfolio has a
long weighted average unexpired lease term at 31 March 2026 of 15.1 years to
the earlier of break and expiry and 16.8 years to expiry and more than 90% of
the leases within the portfolio are subject to index-linked rent reviews. As a
result, the Independent Directors consider that the Company is well positioned
to continue to generate secure and predictable income returns for Alternative
Income shareholders.

Shareholders are strongly advised to take no action at this time.

For the reasons outlined above, there can be no certainty that any offer will
be made by Glenstone, nor the terms of any such offer, nor whether any
proposal received will be capable of being recommended to Alternative Income
shareholders.

The Independent Directors will consider any detailed proposal made by
Glenstone, however this assessment will be made in accordance with their
duties to act in the best interests of all Alternative Income shareholders as
a whole.

Shareholders of Alternative Income are reminded that in accordance with Rule
2.6(a) of the Code, Glenstone must, by not later than 5.00 p.m. on 12 June
2026, being 28 days after the date of its 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 Alternative Income and the consent of the Takeover Panel in accordance with
Rule 2.6(c) of the Code.

An offer period has commenced in respect of Alternative Income in accordance
with the Code, and the attention of Alternative Income shareholders is drawn
to the disclosure requirements of Rule 8 of the Code, which are summarised
further below.

Alternative Income confirms that this announcement has been made without the
consent of Glenstone.

* Being the last reported NAV per Share as at 30 September 2025, being the
most recent NAV per Share published by Alternative Income at that time.

** Being the latest practicable date prior to the date of the proposal.

For further information please contact:

 Alternative Income REIT plc                                    Via Shore Capital on 0207 408 4090 or by email: Aire.Cosec@jtcgroup.com

 Simon Bennett - Chair

 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 Alternative Income and for no-one else in connection with the
subject matter of this announcement and will not be responsible to anyone
other than Alternative Income, 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, Alternative Income 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 Alternative Income at
www.alternativeincomereit.com
(https://protect.checkpoint.com/v2/r02/___http:/www.alternativeincomereit.com___.YXAxZTpzaG9yZWNhcDpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDpiZDMxOTFkODYyMTY3Y2FjM2MwNWE0NmZmMTRkNzA5Zjo3OjEwMTk6NGU2NmJlODdlYWVjMmM2YWNjZGY1YTk1ZTE4OWI3MzE4ZDE5ZDdjMzgzYmMwMjU0ZGYxNjA0NDJkMjJjMTkxYzpwOkY6Tg)
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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