Irish Residential Properties REIT plc Statement regarding Possible Offer
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Irish Residential Properties REIT plc (IRES)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES” OR THE “RULES”) AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. 28 September 2026 Irish Residential Properties REIT plc Statement regarding possible offer In response to speculation, the Board of Irish Residential Properties REIT plc (“I-RES”, “The Board”or the “Company”) confirms that it has received a number of proposals regarding a possible all cash offer for the entire issued and to be issued ordinary share capital of I-RES from Baring International Investment Limited (“Barings”). The initial proposal was received on 05 August 2026 and the most recent proposal received, representing the fifth proposal by Barings, is at a price of €1.386 per I-RES ordinary share (the “Possible Offer”). The Board has carefully evaluated the Possible Offer together with its advisers and has unanimously concluded that the Possible Offer is at a level which, should a firm offer pursuant to Rule 2.7 of the Irish Takeover Rules be made on such financial terms, the Board would be minded to recommend such a firm offer to I-RES shareholders. This would be subject to the undertaking of satisfactory confirmatory due diligence by Barings, and agreement on all other terms and conditions of the offer and definitive transaction documentation. There can be no certainty that a firm offer will be made. A further announcement will be made as and when appropriate. This announcement has been made with the consent of Barings. In accordance with Rule 2.6(a) of the Irish Takeover Rules, by not later than 5.00 pm (Irish/UK time) on9 November 2026, Barings must either announce a firm intention to make an offer for I-RES in accordance with Rule 2.7 of the Irish Takeover Rules or announce that it does not intend to make an offer for I-RES, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies. This deadline will only be extended with the consent of the Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules. Barings reserves the right, subject to the consent of the Irish Takeover Panel, to vary the form and / or mix of the offer consideration. Pursuant to Rule 2.5 of the Irish Takeover Rules, Barings also reserves the right to amend the terms of any offer (including making the offer at a lower value or on less favourable terms):
Enquiries
Disclosure requirements of the Irish Takeover Rules Under Rule 8.3(a) of the Irish Takeover Rules, any person who is ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of the Company must make an ‘opening position disclosure’ by no later than 3.30pm (Irish/UK time) on the tenth ‘business day’ following the commencement of the ‘offer period’. An ‘opening position disclosure’ must contain the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person’s ‘interests’ and ‘short positions’ in any ‘relevant securities’ of the Company. Relevant persons who deal in any ‘relevant securities’ of I-RES prior to the deadline for making an ‘opening position disclosure’ must instead make a dealing disclosure as described below. Under Rule 8.3(b) of the Irish Takeover Rules, any person ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of the Company must disclose all ‘dealings’ in such ‘relevant securities’ during the ‘offer period’. The disclosure of a ‘dealing’ in ‘relevant securities’ by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish/UK time) on the business day following the date of the transaction. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person’s interests and short positions in any ‘relevant securities’ of the Company. Disclosure tables, giving details of the companies in whose ‘relevant securities’ ‘opening positions’ and ‘dealings’ should be disclosed, can be found on the Takeover Panel’s website at www.irishtakeoverpanel.ie. ‘Interests’ in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing or an opening position under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020. Responsibility Statement The Directors of I-RES accept responsibility for the information contained in this announcement,other than information relating to Barings, the Directors of Barings and members of their immediate families, related trusts and persons connected with them. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors of Barings accept responsibility for the information contained in this announcement related to Barings. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Rule 2.12 disclosure In accordance with Rule 2.12 of the Irish Takeover Rules, the Company confirms that, as at the date of this announcement, the Company’s issued share capital comprises 524,442,218 ordinary shares with a nominal value of €0.10 each (“Ordinary Shares”). I-RES does not have any Ordinary Shares which are held as treasury shares. The Ordinary Shares are admitted to trading on the Official List of Euronext Dublin. The International Securities Identification Number for the Ordinary Shares is IE00BJ34P519. Market Abuse Regulations The information contained within this announcement would have, prior to its release, constituted inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. 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 for the release of this information on behalf of I-RES is Anna-Marie Curry. Document Availability In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on the Company’s website at https://www.iresreit.ie/investors/ by no later than 12.00 (noon) (Irish/UK time) on the business day following publication 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. Important Notices N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for I-RES and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than I-RES for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for I-RES and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than I-RES for providing the protections afforded to its clients or for providing advice in relation to any matter referred to in this announcement. J&E Davy (“Davy”), which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for I-RES and no one else in relation to the matters described in this announcement. In connection with such matters, Davy, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than I-RES for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein. This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. |
| ISIN: | IE00BJ34P519 |
| Category Code: | OFD |
| TIDM: | IRES |
| LEI Code: | 635400EOPACLULRENY18 |
| Sequence No.: | 444562 |
| EQS News ID: | 2405884 |
| End of Announcement | EQS News Service |
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