9th Sep 2026 12:52
(Alliance News) - Glenstone REIT PLC on Wednesday said its hostile takeover offer for Alternative Income REIT PLC has become unconditional after it secured control of more than 50% of the company's voting rights.
This prompted the target's board to recommend that shareholders accept the offer despite maintaining that it undervalues the business.
Glenstone said that, as of 1500 BST on Tuesday, it could count 40.6 million Alternative Income REIT shares towards satisfaction of the acceptance condition, representing around 50.4% of the company's existing issued share capital.
This included shares already held by the Glenstone group and valid acceptances received under its offer.
As a result, Glenstone said the acceptance condition has been satisfied, and all remaining conditions have either been met or waived, making the offer unconditional.
Glenstone's final cash offer values Alternative Income REIT shares at 70.0 pence each, after adjusting for a 1.4p fourth-quarter dividend Alternative Income REIT declared in July. The offer had originally been increased to 71.4p per share before the dividend adjustment.
Alternative Income REIT shares fell 1.3% to 68.13 pence in London on Wednesday afternoon.
Alternative Income REIT's board said it still believes the effective 70.0p cash offer undervalues the company and its prospects, noting it represents a discount of around 17% to its latest published unaudited net asset value of 84.4p per share at March 31.
However, the board said Glenstone's acquisition of voting control had materially changed the position facing remaining shareholders.
It therefore now recommends shareholders accept the offer, balancing the certainty of the cash consideration against the risks of remaining a minority investor in a Glenstone-controlled company.
Alternative Income REIT said shareholders who do not accept the offer could face reduced liquidity, potential changes to the board, management arrangements, strategy and dividend policy, as well as the possibility of the company's London listing being cancelled.
Glenstone has said that, if it owns less than 100% of Alternative Income REIT after the offer is completed, it plans to pursue a managed wind-down involving the orderly sale of assets and return of cash to shareholders, with an intended timeframe of within three years, subject to property market conditions.
It also intends to appoint directors to the Alternative Income REIT board.
If Glenstone reaches 75% of voting rights, it intends to seek cancellation of Alternative Income REIT's London Main Market listing and re-register the company as a private limited company.
If it reaches the 90% threshold required under UK takeover rules, Glenstone intends to compulsorily acquire any remaining shares on the same terms as the offer.
Alternative Income REIT noted that no competing offer is currently available after a previously considered proposal from AEW UK REIT PLC did not result in a firm bid.
The Glenstone offer remains open for acceptance until further notice, with the bidder saying it will give at least 14 days' notice before closing it.
By Eva Castanedo, Alliance News senior economics reporter
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