Glenstone Owns 87.08% of AIRE and Needs More Acceptances for Compulsory Acquisition
Key Facts
Glenstone REIT said it is seeking to acquire all shares in Alternative Income REIT, known as AIRE, then delist it and re-register it as a private limited company. Glenstone said in an announcement published through the RNS service that it owned, or had received valid acceptances to buy, 70,101,776 shares as of 5 p.m. London time on 26 October 2026. Those shares represent 87.08% of the company’s issued ordinary share capital. But that stake is not enough to begin a compulsory acquisition of the remaining shares, as Glenstone needs further acceptances for 4,343,771 shares, equivalent to 5.39% of the capital. The figures show that completing the step depends on more shareholders accepting the offer, while the delisting and re-registration plans remain conditional on reaching the required thresholds.
Glenstone is offering shareholders who accept the offer 70 pence in cash for each AIRE share, and said the financial terms of the offer are final and it will not raise the price. The consideration will be paid within 14 days of the company receiving a valid acceptance. Shareholders who have not yet accepted will still be able to do so while the offer remains open. Glenstone did not specify a closing date in its announcement, but said it would give at least 14 days’ notice before closing. The announced price therefore remains fixed during the acceptance period, with a defined settlement timeframe for those who choose to sell through the offer.
Alongside the offer, Glenstone said it will seek to buy AIRE shares in the market at 70 pence per share, starting from the date of its announcement. This gives shareholders two routes to sell at the same announced price: accept the offer or sell shares in the market if the company carries out the purchases it is seeking. This route does not change the fact that the compulsory acquisition has not yet begun, as Glenstone must reach the additional acceptance threshold. The company has also kept its offer open, while committing to give advance notice before closing it. The next step remains tied to how acceptances and the purchases it said it would seek develop.
Glenstone warned that the delisting and re-registration, if completed, could affect how minority shareholders who have not accepted the offer hold their shares. They may be unable to keep the shares through a retail trading platform or nominee account, and the shares may no longer be eligible for inclusion in ISA and SIPP accounts. This means the shares’ status after delisting could differ from their current status in relation to these holding and investment arrangements. The company did not present these outcomes as current, but linked them to completion of the two announced steps. Their impact on shareholders therefore remains conditional on Glenstone proceeding with the delisting and re-registration.
Glenstone announced that its offer became unconditional in all respects on 9 September 2026. In preparation for the administrative changes, 3 Glenstone directors were appointed to AIRE’s board, and the company said they are in active discussions with existing third-party service providers about bringing management and administrative affairs in-house. These moves come alongside Glenstone’s efforts to acquire all the shares and re-register AIRE as a private entity. The compulsory acquisition remains a subsequent step, dependent on reaching the required threshold and then sending notices to dissenting shareholders. According to the announcement, the shares held by those shareholders are acquired after 6 weeks from the date of the notices, unless one of them applies to the court and it orders otherwise.
A potential rival entered the picture in July, when AEW UK REIT submitted a possible share exchange proposal that valued AIRE at 77.4 pence per share on 16 July 2026. The Association of Investment Companies said this represented a premium of about 10.6% to Glenstone’s 70 pence offer available at the time. But the proposal did not become a firm offer at that point. This context sets Glenstone’s current cash offer of 70 pence against the value of the earlier proposal, with the consideration differing between cash and a share exchange. The earlier proposal does not change the terms of Glenstone’s current offer, which the company said are final.