Alternative Income Reit — Response to Glenstone Acceptance Update

Glenstone’s offer for AIRE has attracted almost no shareholder support after 28 days.

What the company is saying

Alternative Income REIT plc communicates that Glenstone’s unsolicited cash offer has failed to gain traction, with only 19,849 shares tendered, representing less than 0.025% of issued share capital. The Board frames this as clear evidence of shareholder disinterest and reiterates its recommendation to reject the offer. Language is direct and procedural, repeatedly emphasizing the negligible acceptance rate and urging shareholders who have accepted to withdraw. The announcement asserts, without supporting data, that the offer 'fundamentally undervalues' the company. No new financial or operational information is provided, and the tone is defensive, focusing on procedural guidance and the Board’s opposition. Shore Capital is named as financial adviser, but no notable institutional figure is highlighted as materially involved.

What the data suggests

The only concrete data disclosed is that 19,849 shares, less than 0.025% of AIRE’s issued share capital, have been tendered to Glenstone after 28 days. This figure excludes shares held by Glenstone, its concert parties, and 1,900,000 shares subject to Adam Smith’s irrevocable undertaking. No information on the offer price, company valuation, or financial performance is provided. The data confirms that the offer has been overwhelmingly rejected by independent shareholders. There is no evidence presented to support the Board’s claim that the offer undervalues the company. The lack of any financial, operational, or valuation metrics prevents any assessment of the company’s trajectory or the merits of the Board’s recommendation. Disclosures are clear on procedural matters but incomplete for financial analysis.

Analysis

The announcement is factual and procedural, focused on the low acceptance rate of Glenstone's unsolicited offer for AIRE shares. The only numerical data disclosed is the negligible proportion of shares tendered (less than 0.025%), which is a realised fact. There are no forward-looking financial projections, operational targets, or aspirational claims about future performance. The Board's recommendation to reject the offer is not substantiated with valuation or financial evidence, but this is a standard defensive posture rather than promotional hype. No large capital outlay or long-term benefit is discussed, and there is no attempt to inflate the company's prospects or achievements. The language is direct, with no exaggeration or narrative inflation beyond the Board's subjective view that the offer undervalues the company, which is not supported by data in this announcement.

Risk flags

• ●Lack of financial disclosure is a material risk, as the Board’s recommendation to reject the offer is not supported by any valuation, NAV, or performance data. This omission prevents shareholders from independently assessing whether the offer truly undervalues the company.
• ●Procedural focus without strategic or operational context raises governance concerns. The announcement provides no insight into the company’s financial health, future plans, or alternatives to the rejected offer, leaving investors with limited information to evaluate management’s stewardship.
• ●The Board’s assertion that the offer undervalues AIRE is subjective and unsupported. Without disclosure of the offer price or a comparative valuation, there is no basis for investors to judge the fairness of the Board’s position.

Bottom line

AIRE’s Board reports that Glenstone’s cash offer has been almost universally rejected by shareholders, with less than 0.025% of shares tendered after 28 days. The Board urges shareholders to withdraw acceptances and claims the offer undervalues the company, but provides no financial or valuation data to support this stance. The announcement is procedural and defensive, offering no insight into AIRE’s financial position, operational performance, or strategic alternatives. For investors, this update is not actionable without further disclosure: the single most important takeaway is that the Board’s recommendation rests on assertion rather than evidence. Any future assessment would require the company to publish concrete financials or a detailed valuation analysis.

Announcement summary

(NASDAQ:AIRE) Alternative Income REIT plc announced that after 28 days, the Glenstone Offer has received valid acceptances in respect of only 19,849 AIRE Shares. This represents less than 0.025 per cent of AIRE's issued share capital, excluding the AIRE Shares held by Glenstone and its concert parties and the 1,900,000 AIRE Shares subject to Adam Smith's irrevocable undertaking. The Board of AIRE continues to recommend that AIRE Shareholders do not accept Glenstone's unsolicited final cash offer. The financial terms of the Offer are final and will not be increased except that Glenstone reserves the right to revise the financial terms if a third party announces a firm intention to make an offer for AIRE under Rule 2.7 of the City Code on Takeovers and Mergers. Shareholders who have already accepted the Offer are advised to withdraw their acceptances as soon as possible, following the procedures outlined in the Offer Document. Shore Capital is acting as Financial Adviser to AIRE. A copy of this announcement will be available on the website of AIRE at www.alternativeincomereit.com/investors/offer-for-aire-by-glenstone/ by no later than 12 noon (London time) on the business day following the date of this announcement.

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