Alternative Income REIT Releases Knight Frank Rule 29 Valuation Report Amid Glenstone REIT Cash Takeover Bid

Context of Glenstone REIT’s Cash Offer for AIRE

The Rule 29 Valuation Report publication follows the ongoing takeover offer for Alternative Income REIT plc. On 12 June 2026, Glenstone REIT plc announced a firm intention to make a cash offer via a formal takeover bid for all issued and to-be-issued AIRE shares not controlled by Glenstone. This triggered the UK Takeover Code’s formal offer period, placing AIRE under the Takeover Panel’s oversight and imposing disclosure and procedural requirements on both parties.

On 16 June 2026, AIRE’s independent directors, Simon Bennett and Stephanie Eastment (the Independent Board), issued their formal response advising shareholders to take no action. They argued the Glenstone Offer was at a significant discount to AIRE’s latest unaudited NAV of 84.4 pence per share as of 31 March 2026. The specific cash offer price was not restated in the 6 July 2026 announcement; investors should consult the original Glenstone offer documents for detailed terms.

Reason for Commissioning Knight Frank’s Rule 29 Valuation

Under Rule 29 of the UK Takeover Code, any property valuation referenced during an offer period must be independently verified by a qualified valuer in a specific format. Since AIRE referenced its property portfolio value and NAV during the offer period, the Independent Board was required to commission a Rule 29-compliant valuation report.

Knight Frank LLP, a leading UK commercial property advisory firm, was appointed to prepare the report. The announcement confirms Knight Frank complied with Rule 29 requirements, with an effective valuation date of 31 March 2026. Knight Frank has consented in writing to the report’s publication and references to its name within the announcement, authorizing the content for Rule 29 purposes.

AIRE’s Property Portfolio Valued at a3103.45 Million Across 19 Properties

The Independent Valuation Report covers AIRE’s full investment property portfolio as at 31 March 2026, comprising 19 properties with a combined valuation of a3103.45 million. This valuation underpins the unaudited NAV of 84.4 pence per share published by AIRE at that date. The portfolio reflects AIRE’s strategy of investing in alternative income-generating real estate across the UK. The announcement does not provide detailed breakdowns by property, location, or sector.

The full Independent Valuation Report is accessible on AIRE’s website at www.alternativeincomereit.com for shareholders and interested parties. It is also published in compliance with Rule 26.1 of the Takeover Code on the dedicated offer-period section of AIRE’s investor relations site. Investors are encouraged to review the complete report for detailed property-level information, as this announcement serves primarily to notify of publication.

Knight Frank Confirms Valuation as of 6 July 2026 Remains Consistent

A key point in the 6 July 2026 announcement is Knight Frank’s confirmation under Rule 29.5 of the Takeover Code that an updated valuation as of the announcement date would not materially differ from the 31 March 2026 valuation. This confirmation is significant for shareholders evaluating the Glenstone Offer, indicating no material change in portfolio value over the intervening three months.

The Independent Board uses this confirmation to emphasize that the NAV of 84.4 pence per share remains a valid and current benchmark for shareholders considering the offer. The announcement does not specify the methodologies or market data Knight Frank used in this updated assessment.

Independent Board Reaffirms NAV as Primary Benchmark for Shareholders

Following receipt of the Rule 29-compliant report and Knight Frank’s confirmation, the Independent Board continues to regard the unaudited NAV of 84.4 pence per share as the appropriate reference point for shareholders assessing the Glenstone Offer. The board reiterates its prior position that the offer represents a substantial discount to this NAV figure.

Using unaudited NAV as a reference is standard practice in REIT takeover scenarios, where independently verified property portfolio values are considered the most meaningful indicator of intrinsic worth, especially for income-focused vehicles. Shareholders should also consider other factors such as the certainty of a cash offer, dividend history, prospects for alternative bids, and prevailing market conditions. The Independent Board maintains its recommendation that shareholders take no action as of this announcement date.

Tax Implications Considering AIRE’s UK REIT Status

In line with Rule 29.6(a) of the Takeover Code, the Independent Board has assessed potential tax liabilities arising if portfolio assets were sold at the valuations in the Independent Valuation Report, providing shareholders with a fuller picture of net realizable value.

The announcement explains that disposals by a UK REIT of UK-located assets held for property rental purposes are generally exempt from UK corporation tax. However, certain assets, such as those materially developed and sold within three years, may incur tax. Based on AIRE’s UK REIT status and available information, the Independent Board estimates any such tax liability to be a3nil. This estimate is subject to legal caveats outlined in the announcement.

Shore Capital Acts as Financial Adviser Exclusively to AIRE

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited serve as exclusive financial advisers to AIRE regarding the Glenstone Offer and related matters. The announcement clarifies Shore Capital’s sole representation of AIRE and disclaims any responsibility to other parties for advice or protections.

The appointment complies with regulatory requirements during formal offer periods under the Takeover Code, ensuring AIRE receives independent financial guidance throughout the Glenstone Offer process. Shareholders are encouraged to seek independent financial, tax, and legal advice tailored to their circumstances, as the announcement does not constitute such advice.

Takeover Code Disclosure Requirements for Shareholders Holding 1% or More

The announcement reiterates Takeover Code disclosure obligations for any individual or entity holding 1% or more of AIRE’s relevant securities or those of the offeror. Rule 8.3(a) requires an Opening Position Disclosure by 3:30 pm London time on the 10th business day after the offer period begins. Rule 8.3(b) mandates Dealing Disclosures for any dealings in relevant securities during the offer period.

These rules promote market transparency and prevent undisclosed accumulations that could affect the offer’s outcome or mislead shareholders. Investors uncertain about disclosure requirements should contact the Takeover Panel’s Market Surveillance Unit at +44 (0)20 7638 0129. Further details are available at www.thetakeoverpanel.org.uk.

Jurisdictional Restrictions and Announcement Distribution

Consistent with UK Takeover Code practices, the announcement includes a notice that its release, publication, or distribution may be restricted outside the UK by law. Recipients must comply with applicable restrictions. The announcement does not constitute an offer, invitation, or solicitation in any jurisdiction where prohibited.

The report was made available on AIRE’s website at https://www.alternativeincomereit.com/investors/possible-offer-for-aire/ promptly and no later than 12 noon London time on the business day following 6 July 2026, per Rule 26.1 of the Takeover Code. The website content is not incorporated into the announcement. Shareholders outside the UK should seek appropriate local legal advice before acting on the offer.

Considerations for AIRE Shareholders as the Offer Progresses

The Rule 29 Valuation Report publication marks a key procedural step in the Glenstone Offer process. By commissioning an independent Knight Frank valuation and publishing it under the Takeover Code, the Independent Board provides shareholders a verified basis to assess the Glenstone cash offer against AIRE’s underlying property portfolio value. The board’s reaffirmation of the 84.4 pence per share NAV as a valid reference point, supported by Knight Frank’s confirmation of valuation stability, strengthens its recommendation to take no action.

Investors should monitor Glenstone REIT plc’s response to the valuation report, including any potential offer revisions, publication of their own analysis, or continuation of the offer on current terms. The announcement does not specify any revised offer deadline or timetable. Shareholders should also watch for further announcements from AIRE’s Independent Board regarding offer timetable updates, recommendation changes, or competing bids. The immediate impact on AIRE’s share price was not indicated in publicly available information.