Glenstone Offer Unconditional & Recommendation

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

9 September 2026

Alternative Income REIT plc

("AIRE" or the "Company")

Glenstone Offer Becomes Unconditional and Change of Recommendation

The Board of Alternative Income REIT plc (the "AIRE Board") notes the announcement made by Glenstone REIT plc ("Glenstone") earlier today confirming that its unsolicited final cash offer of 70.0 pence in cash for each AIRE Share (the "Glenstone Offer") has satisfied its acceptance condition and that all other conditions to the Glenstone Offer have either been satisfied or waived and, accordingly, the Glenstone Offer has become unconditional in all respects.

The AIRE Board's Revised Recommendation

The AIRE Board continues to believe that the effective cash value of 70.0 pence per AIRE Share undervalues AIRE and its prospects. This represents a discount of approximately 17 per cent. to AIRE's latest published unaudited net asset value of 84.4 pence per AIRE Share as at 31 March 2026. The AIRE Board's assessment of the underlying value of AIRE and its property portfolio has not changed.

However, Glenstone has now acquired voting control of the Company and the circumstances facing AIRE Shareholders have therefore changed materially.

Before the Glenstone Offer became unconditional, AIRE Shareholders were able to choose between accepting the Glenstone Offer or remaining invested in AIRE as an independent listed company. Following Glenstone obtaining control, AIRE Shareholders who have not accepted the Glenstone Offer must now choose between:

·      accepting 70.0 pence in cash per AIRE Share while the Glenstone Offer remains open; or

·      remaining as a minority shareholder in a Glenstone-controlled company with less certainty as to the future value of AIRE Shares.

Whilst there is the possibility that AIRE Shareholders who remain as shareholders in the Company may ultimately receive value in excess of 70.0 pence per AIRE Share in the future, there are fundamental uncertainties regarding the Company as a Glenstone-controlled vehicle (as further described below) which should be balanced against the certainty of receiving 70.0 pence per AIRE Share pursuant to the Glenstone Offer.

The AIRE Board, which has been so advised by Shore Capital as to the financial terms of the Glenstone Offer, continues to believe that the Glenstone Offer undervalues AIRE and its prospects. In providing its financial advice to the AIRE Board for the purposes of Rule 3 of the Code, Shore Capital has taken into account the commercial assessments of the AIRE Board. Having balanced the certainty of cash consideration currently available and the material change in circumstances resulting from Glenstone obtaining control of AIRE, with the possibility but associated uncertainty that remaining AIRE Shareholders may ultimately realise value in excess of 70.0 pence per AIRE Share, the AIRE Board has reconsidered its recommendation. The AIRE Board now recommends that AIRE Shareholders accept the Glenstone Offer. This recommendation reflects the certainty of the cash consideration currently available, balanced against the risks and uncertainties associated with remaining as a minority shareholder in a Glenstone controlled company.

Background to and reasons for the change in recommendation

As set out on the Glenstone Offer Document published on 6 July 2026, Glenstone has stated that, if it holds less than 100 per cent. of the AIRE Shares following completion of the Glenstone Offer, it would seek to implement a managed wind-down involving an orderly realisation of AIRE's assets and the progressive return of cash to shareholders. Glenstone has stated that it intends for this process to be completed within three years, subject to UK property market conditions, but that it cannot provide certainty as to its duration. The timing and value of returns to remaining AIRE Shareholders would therefore be subject to property market conditions, the timing and terms of asset disposals, the costs of the managed wind-down and the decisions made by Glenstone following its assumption of control.

AIRE Shareholders who remain invested would also be exposed to:

·      the risks associated with being a minority shareholder in a Glenstone-controlled company;

·      potential conflicts of interest and reduced independent oversight, including in relation to asset disposals, management arrangements, costs and distributions;

·      reduced liquidity and marketability of their AIRE Shares;

·      possible changes to AIRE's Board, management arrangements, strategy and dividend policy; and

·      the possibility of AIRE's listing on the Main Market being cancelled and the AIRE Shares being admitted to trading on The International Stock Exchange or becoming unlisted.

Glenstone has stated that it intends to appoint two executive directors from its management team to the AIRE Board, internalise AIRE's management and terminate certain existing service-provider arrangements. It has also stated that, if it acquires 75 per cent. or more of AIRE's voting rights, it intends to proceed with the cancellation of AIRE's listing and seek admission of the AIRE Shares to trading on The International Stock Exchange. If Glenstone holds between 50 per cent. and 75 per cent., it has stated that it will consider putting similar proposals to AIRE Shareholders.

The AIRE Board also notes that no alternative offer for AIRE is currently available. The alternative proposal previously being considered by AEW UK REIT plc did not result in a firm offer, and AIRE Shareholders no longer have the same prospect of remaining invested in an independent listed AIRE while awaiting a competing proposal. The original response circular identified the possible AEWU offer as a potentially more attractive alternative to the Glenstone Offer, but expressly recognised that no firm offer had been announced.

The decision for each AIRE Shareholder will depend upon their individual circumstances and attitude to risk. AIRE Shareholders who are willing to accept the uncertainty, delay, reduced liquidity and other risks associated with remaining as minority shareholders in a Glenstone-controlled company may prefer to retain their AIRE Shares in the expectation that greater value may ultimately be realised. There can, however, be no certainty that they will receive more than 70.0 pence per AIRE Share, or when any further value may be received.

By contrast, acceptance of the Glenstone Offer provides AIRE Shareholders with the certainty of receiving 70.0 pence in cash per AIRE Share within the settlement timetable for the Glenstone Offer, without continued exposure to those risks. The Glenstone offer document provides for settlement within 14 calendar days of the offer becoming unconditional for valid acceptances received by that date, or within 14 calendar days of receipt for later valid acceptances while the offer remains open.

The AIRE Board now recommends that AIRE Shareholders accept the Glenstone Offer

Under the City Code on Takeovers and Mergers, the Glenstone Offer must remain open for acceptance for at least 14 days after becoming unconditional. Glenstone has stated that the Glenstone Offer will remain open for acceptance until further notice and that it will give at least 14 days' notice before the Glenstone Offer is closed for acceptances.

AIRE Shareholders who wish to accept the Glenstone Offer should do so as soon as possible and, in any event, by the applicable deadline, in accordance with the procedures set out in the Glenstone Offer Document and Glenstone's announcement.

AIRE Shareholders who hold their AIRE Shares through a broker, nominee or share-dealing platform should contact that provider promptly, as its internal deadline may be earlier than the formal closing date for the Glenstone Offer.

AIRE Shareholders who have already validly accepted the Glenstone Offer do not need to take any further action.

AIRE Shareholders who are in any doubt as to the action they should take should seek their own independent financial advice without delay.

Director's Intention

In light of the Glenstone Offer becoming unconditional and the AIRE Board's above recommendation to Shareholders to accept the Glenstone Offer, Stephanie Eastment, an independent director of AIRE, intends to accept the Glenstone Offer in respect of 55,000 AIRE Shares in which she and a person closely associated with her are interested, representing approximately 0.07 per cent. of AIRE's issued share capital.

Stephanie Eastment is the only director of AIRE who is interested in AIRE Shares.

For further information please contact:        

Important notices

Shore Capital and 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 Glenstone Offer or any other matter referred to herein. Neither Shore Capital and 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 Regulation

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.

The person responsible for arranging the release of this announcement on behalf of AIRE is Simon Bennett.

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/investors/offer-for-aire-by-glenstone/ 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.