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Takeover Offers

Notice category:
Companies & Financial Regulation
Notice type:
Takeover Offers
Publication date:
Edition:
The London Gazette
Notice ID:
5170296
Notice code:
2615
Issue number:
65120
Page number:
13557

NOTICE OF CASH OFFER BY GLENSTONE REIT PLC FOR ALTERNATIVE INCOME REIT PLC PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Cash Offer by

GLENSTONE REIT PLC ("GLENSTONE")

for

ALTERNATIVE INCOME REIT PLC ("AIRE")

Notice is hereby given, in accordance with section 978(1)(c)(ii) of the Companies Act 2006, that:

(a)  a cash offer (the "Offer") has been made by Glenstone to acquire the entire issued and to be issued ordinary share capital of AIRE that the Glenstone Group does not already hold. The offer document, containing the terms and conditions of the Offer and the procedures for acceptance (the "Offer Document"), together with the form of acceptance and authority relating to the Offer for use by AIRE Shareholders who hold AIRE Shares in certificated form (the "Form of Acceptance"), was dated, published and posted to AIRE Shareholders (other than AIRE Shareholders located in any Restricted Jurisdiction) on 6 July 2026; and

(b)  copies of the Offer Document and a specimen Form of Acceptance are available for inspection at Glenstone's registered office (being 6 Duke Street, London, England, W1U 3EN) and (subject to certain restrictions relating to persons outside the UK) on Glenstone’s website at www.glenstonereit.co.uk/possible-offer-for-aire.

Terms used but not defined herein shall have the same meaning as given to them in the Offer Document.

Under the terms of the Offer, which is subject to the satisfaction (or, where applicable, waiver) of the Conditions and to the further terms of the Offer as set out in Part II of the Offer Document and, in the case of AIRE Shares held in certificated form, the Form of Acceptance, AIRE Shareholders who accept the Offer are entitled to receive 71.4 pence in cash for each AIRE Share. The financial terms of the Offer are final and will not be increased except that Glenstone reserves the right to revise the financial terms of the Offer if a third party announces a firm intention to make an offer for AIRE under Rule 2.7 of the Code.

As the financial terms of the Offer are final*, if, on or after 6 July 2026, any dividend, distribution and/or other return of capital or value, is authorised, announced, declared, made or paid in respect of the AIRE Shares and with a record date on or before the Unconditional Date, Glenstone must reduce the value of the consideration payable for each AIRE Share under the terms of the Acquisition accordingly by reference to the aggregate amount per AIRE Share of all of any such dividend and/or distribution and/or other return of capital or value, in which case any reference in this notice and/or the Offer Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, AIRE Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

To the extent that such a dividend and/or distribution and/or other return of capital or value has been declared and has reached the ex-dividend date but has not been paid prior to the Unconditional Date, and such dividend and/or distribution and/or other return of capital or value is cancelled, then the terms of the Acquisition shall not be subject to change in accordance with the paragraph above.

The Offer is open for acceptance from 6 July 2026 and will continue to be capable of acceptance until the Offer is closed. AIRE Shareholders are encouraged to accept the Offer as soon as possible and in any event by 1.00 p.m. (London time) on 4 September 2026, which is Day 60 and the Unconditional Date as at the date of the Offer Document (or by such other time and/or date as Glenstone may specify, subject to the rules of the Code and where applicable with the consent of the Panel, as further described in paragraph 16 of Part I and paragraph 1 of Part C of Part II of the Offer Document). If the Offer becomes or is declared Unconditional, Glenstone will keep the Offer open for acceptances for at least 14 days following the date on which the Offer becomes or is declared Unconditional.

This notice is for information purposes only. It 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 the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in AIRE in any jurisdiction in contravention of applicable law. The Offer is being made solely through the Offer Document which, together with the Form of Acceptance in relation to AIRE Shares held in certificated form, contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision or response in relation to the Offer should be made solely on the basis of the Offer Document and, where applicable, the Form of Acceptance. Glenstone urges AIRE Shareholders to read the Offer Document and, where applicable, the Form of Acceptance carefully.

Any AIRE Shareholder who is in any doubt about the Offer, the contents of this notice or the action they should take should seek their own financial advice immediately from their stockbroker, solicitor, accountant, fund manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if he/she is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Offer is being made in respect of all of the issued and to be issued AIRE Shares not already owned by the Glenstone Group, including AIRE Shares held by persons to whom the Offer Document is not and may not be dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched who hold, or who are entitled to have allotted or issued to them, AIRE Shares. Any such persons may request copies of the Offer Document and (if they hold AIRE Shares in certificated form) the Form of Acceptance by contacting the Receiving Agent, MUFG Corporate Markets, through either of the following methods: (i) by telephoning the Receiving Agent on +44 (0)371 664 0321; or (ii) by submitting a request in writing to the Receiving Agent by post at MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom. Please use the country code if calling from outside the UK. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Please note that the Receiving Agent cannot provide advice on the merits of the Offer or the Acquisition or give any financial, legal or tax advice and calls may be monitored or recorded for security and training purposes.

Unless otherwise determined by Glenstone or required by the Code, and permitted by applicable law and regulation, the Offer is not being made available, directly or indirectly, in, into or from, and is not capable of acceptance in, into or from, a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and the Offer is not being made directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Accordingly, copies of this notice, the Offer Document, the Form of Acceptance and any other formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, custodians, trustees and nominees) must not mail or otherwise forward, distribute or send them, directly or indirectly, in, into or from any Restricted Jurisdiction or use Restricted Jurisdiction mails or any such means or instrumentality or facility for any purpose, directly or indirectly, in connection with the Offer. Doing so may invalidate any purported acceptance of the Offer. Persons wishing to accept the Offer must not use such mails or any such means or instrumentality or facility, directly or indirectly, for any purpose, directly or indirectly, related to acceptance of the Offer.

US AIRE Shareholders should refer to the section titled "Notice to US shareholders in Peach" in the Offer Document.

The directors of Glenstone accept responsibility for the information contained in this notice (including any expressions of opinion). To the best of the knowledge and belief of the Glenstone Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information.

Glenstone REIT PLC

6 July 2026