DJ Statement regarding Possible Offer
Irish Residential Properties REIT plc (IRES)
Statement regarding Possible Offer
28-Sep-2026 / 07:00 GMT/BST
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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 EUR1.386 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) on 9 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):
A. with the recommendation or consent of the board of directors of I-RES;
if I-RES announces, declares or pays any dividend or any other distribution or return of value to
B. its shareholders after the date of this announcement, in which case Barings reserves the right to
make an equivalent adjustment to any offer;
C. following the announcement by I-RES of a Rule 9 whitewash transaction pursuant to the Irish
Takeover Rules; or
D. if a third party announces a firm intention to make an offer for I-RES on less favourable terms
or at a lower price than that implied by the proposal.
Enquiries
Rothschild & Co (Financial Adviser)
Robert Waddingham
Alice Squires
+44 (0) 20 7280 5000
Nikhil Walia
Joel Barnett
Barclays Bank Plc (Financial Adviser and Joint Corporate Broker) +44 (0) 20 7623 2323
Bronson Albery
Eoin Healy
Callum West
Sean Cox
Davy (Financial Adviser and Joint Corporate Broker) +353 (0)1 679 6363
Brian Garrahy
Daragh O'Reilly
Orla Cowzer
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 EUR0.10 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
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