Glenstone Raises Cash Bid for Alternative Income REIT to 71.4p Amid Minimal Day 21 Acceptances Under 0.01%

Glenstone’s Final Offer Price and Takeover Terms Update

On 6 July 2026, Glenstone announced a final cash offer of 71.4 pence per share to acquire all issued and to be issued AIRE ordinary shares not already owned by the Glenstone Group. This represented an increase from the initial 70.0 pence offer announced on 12 June 2026. The offer is being made under Part 28 of the Companies Act 2006, with a full offer document and acceptance forms sent to AIRE shareholders holding certificated shares on the same date.

The announcement clarifies that the financial terms are final and will not be increased unless a third party announces a firm intention to bid under Rule 2.7 of the Takeover Code. This signals Glenstone’s firm position on the offer unless competitive bids emerge. Shareholders are advised to review the full offer document carefully before deciding.

Minimal Shareholder Acceptances Reported Early in Offer Period

The day 21 acceptance update shows very limited formal shareholder acceptance as of 6:00 p.m. on 27 July 2026, with only 2,000 shares accepted, representing less than 0.01% of AIRE’s issued ordinary share capital. This disclosure complies with Rule 17 of the Takeover Code. The low acceptance suggests most shareholders have yet to commit to selling under the offer.

Nevertheless, Glenstone has secured broader support through commitments and indications covering 6,423,000 shares (about 7.97%). Significant shareholder Adam Smith has provided an irrevocable undertaking for 1,900,000 shares and instructed his nominee to accept the offer for these shares, though no formal acceptances had been received by day 21. Similarly, Hawksmoor has a letter of intent covering 4,523,000 shares, with no valid acceptances yet.

Glenstone’s Stake and Acceptance Condition Status

As of 27 July 2026 close, Glenstone directly owns 20,330,461 AIRE shares, representing 25.25% of issued capital. Adam Smith beneficially owns 1,900,000 shares (2.36%). Including the 2,000 valid acceptances, Glenstone counts approximately 25.13% of shares towards meeting the acceptance condition.

The acceptance condition requires valid acceptances plus shares owned or agreed to be acquired to exceed 50% of voting rights. Glenstone must secure acceptances from shareholders holding over an additional 25% of shares to make the offer unconditional. Despite subdued formal acceptances, Glenstone’s existing holdings and secured undertakings place it strongly relative to other shareholders.

Overview of Alternative Income REIT’s Business and Assets

Alternative Income REIT PLC is a London Stock Exchange-listed investment company focusing on income-generating assets under a REIT structure, which provides favourable UK tax treatment on rental income and capital gains distributed to shareholders. AIRE’s strategy involves acquiring and managing properties or income-producing assets to deliver rental income and capital growth. As a REIT, it distributes a significant portion of taxable income as dividends.

The takeover bid reflects Glenstone’s view that integrating AIRE’s portfolio and shareholder base with its own operations can create value. AIRE has approximately 80.5 million shares outstanding as of 27 July 2026. The real estate investment sector has seen notable consolidation as larger players seek scale, diversification, and cost efficiencies.

Shareholder Undertakings and Letters of Intent

Glenstone has an irrevocable undertaking from Adam Smith covering 1,900,000 shares (2.36%). Although no formal acceptances were received by day 21, Smith has instructed his nominee to accept the offer for all shares under this undertaking. Details of the undertaking’s terms are in paragraph 7 of Part VI of the Offer Document.

Additionally, Glenstone holds a letter of intent from Hawksmoor covering 4,523,000 shares. No valid acceptances had been received for these shares by day 21. While letters of intent are less binding than irrevocable undertakings, they indicate shareholder intent and support. Together, these commitments cover about 10% of AIRE’s issued share capital, indicating meaningful backing ahead of wider shareholder acceptance.

Offer Timetable and Acceptance Instructions for Shareholders

The offer timetable follows the Takeover Code, with day 21 on 27 July 2026 and the unconditional date (day 60) set for 4 September 2026. The offer must be declared unconditional by midnight London time on 4 September 2026 unless Glenstone adjusts this date. If unconditional, the offer remains open for acceptances for at least 14 days thereafter.

Shareholders holding certificated shares must return a signed Form of Acceptance with share certificates to MUFG Corporate Markets by 1:00 p.m. on the unconditional date or other applicable deadline. Those holding uncertificated shares (in CREST) must ensure electronic acceptance is made by themselves or their agent by 1:00 p.m. on the unconditional date. CREST sponsored members should consult their sponsors before acting. Glenstone encourages shareholders to accept promptly rather than delaying.

Contact Details for Receiving Agent and Shareholder Support

MUFG Corporate Markets (UK) Limited acts as the receiving agent for the offer. Shareholders with queries can contact the helpline at +44 (0)371 664 0321 (UK callers: 0371 664 0321), open 9:00 a.m. to 5:30 p.m., Monday to Friday (excluding English and Welsh public holidays). International callers will incur applicable charges. The agent cannot provide advice on the offer’s merits or financial, legal, or tax matters. Calls may be recorded or monitored.

Hard copies of the announcement and offer document are available free from MUFG Corporate Markets by phone or written request to Central Square, 29 Wellington Street, Leeds LS1 4DL. Shareholders may request future documents in hard copy instead of electronically. A reply-paid envelope was included with the offer document for UK certificated shareholders. The full offer document, published 6 July 2026, is available on Glenstone’s website.

Financial Adviser and Regulatory Compliance

J Goodwin & Co LLP serves as Glenstone’s financial adviser for the acquisition. The firm is authorised and regulated by the UK Financial Conduct Authority and acts exclusively for Glenstone. It will not represent other parties or provide advice beyond Glenstone.

The acquisition is governed by the Companies Act 2006, the Takeover Code, the Takeover Panel, the FCA, the London Stock Exchange, and the Registrar of Companies, ensuring comprehensive regulatory oversight. The announcement includes notices regarding restricted jurisdictions and cross-border compliance. Shareholders are advised to read the offer document fully and seek independent financial advice before deciding.

Glenstone’s Holdings and Concert Party Disclosures

As of 27 July 2026 close, Glenstone Group directly and through subsidiaries held 20,330,461 AIRE shares (25.25%). Adam Smith beneficially owned 1,900,000 shares (2.36%). No other Glenstone directors or concert parties held interests, subscription rights, or short positions in AIRE shares beyond those disclosed. No borrowing or lending of AIRE shares occurred, and no undisclosed interests were procured.

The announcement confirms Glenstone and its concert parties hold no short positions, whether conditional or absolute, including via derivatives or agreements to sell shares. This transparency complies with Takeover Code requirements and assures shareholders of Glenstone’s financial position and intentions.

Inside Information and Market Disclosure

This announcement contains inside information as defined under the Market Abuse Regulation (MAR). Upon release via regulatory information service, the information enters the public domain, lifting trading restrictions based on possession of the information. Rob Maybury, Glenstone’s Finance Director, is responsible for the announcement release. Glenstone’s Legal Entity Identifier (LEI) is 213800SCA6CUFTRCLC82.

The announcement was disseminated in compliance with Disclosure Transparency Rules and the Takeover Code, ensuring simultaneous market access. The day 21 acceptance update timing follows Rule 17 of the Takeover Code. The announcement is available on Glenstone’s website at https://www.glenstonereit.co.uk/cash-offer-for-alternative-income-reit-plc/, subject to restrictions for certain jurisdictions, by noon on the business day after release.