Recommended Cash Offer for Irish Residential Properties REIT plc

DJ Recommended Cash Offer for Irish Residential Properties REIT plc

Irish Residential Properties REIT plc (IRES) 
Recommended Cash Offer for Irish Residential Properties REIT plc 
09-Nov-2026 / 11:20 GMT/BST 
 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY 
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION 
 
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
FOR IMMEDIATE RELEASE 
 
9 NOVEMBER 2026 
 
RECOMMENDED CASH OFFER 
 
FOR 
 
IRISH RESIDENTIAL PROPERTIES REIT PLC 
 
BY 
 
IRELAND RESIDENTIAL HOLDINGS LIMITED 
 
a newly-formed company indirectly owned by funds and accounts managed or advised by Baring International Investment 
Limited ("Barings") 
 
TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014 
 
Summary and Highlights 
 
 ? The board of directors of Irish Residential Properties REIT plc ("I-RES"), the board of directors of 
  Ireland Residential Holdings Limited ("BidCo") and the Barings European Real Estate Equity Investment Committee, on 
  behalf of Barings acting as investment advisor to BidCo, are pleased to announce that agreement has been reached on 
  the terms of a recommended cash offer by BidCo for I-RES which has been unanimously recommended by the I-RES Board. 
 
 ? BidCo, a newly incorporated company, wholly owned by funds and accounts managed or advised by Barings, 
  will acquire the entire issued and to be issued share capital of I-RES, to be implemented by means of a scheme of 
  arrangement under Chapter 1 of Part 9 of the Act. 
 ? Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in 
  Appendix I of this Announcement, I-RES Shareholders will be entitled to receive: 
for each I-RES Share: 138.6 cent in cash (the "Total Transaction Value") 
 
 ? which is comprised of the following components: 
   ? 136.51 cent per I-RES Share (the "Offer Price"); and 
   ? 2.09 cent dividend per I-RES Share (the "Dividend"), 
 
in the case of the Offer Price payable to all I-RES Shareholders on the register of members of I-RES at the Scheme 
Record Time, and in the case of the Dividend, payable to all I-RES Shareholders on the register of members of I-RES at 
the Dividend Record Date. 
 
 ? The Total Transaction Value represents a premium of approximately: 
   ? 30.8 per cent. to I-RES's undisturbed closing share price of 106.0 cent on 25 September 2026 (being 
    the last Business Day prior to commencement of the Offer Period on 28 September 2026); 
   ? 24.7 per cent. to I-RES's volume-weighted average price of 111.2 cent per share for the three-month 
    period ended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28 
    September 2026); 
   ? 30.5 per cent. to I-RES's volume-weighted average price of 106.2 cent per share for the six-month 
    period ended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28 
    September 2026); and 
   ? 33.9 per cent. to I-RES's volume-weighted average price of 103.5 cent per share for the twelve-month 
    period ended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28 
    September 2026). 
 
 ? As at today's date, the Total Transaction Value represents a value higher than any price at which the 
  I-RES Shares have traded since August 2022. 
 ? The Total Transaction Value represents a valuation in line with I-RES's most recently reported EPRA NTA 
  of 138.6 cent per share as at 30 June 2026, based on the independent valuation of I-RES's assets by the Valuers as 
  at 30 June 2026. 
 ? The Total Transaction Value values the entire issued and to be issued share capital of I-RES at 
  approximately EUR731 million, on a fully diluted basis. 
 ? Barings believes that the Acquisition will deliver certain and compelling value for I-RES Shareholders, 
  fully in cash and at a meaningful premium. 
 ? The I-RES Board believes that the Acquisition is in the best interests of I-RES Shareholders and 
  represents the most effective route to realise value for shareholders. 
 ? If, on or after the date of this Announcement and prior to the Effective Date, any dividend, other 
  distribution or other return of capital (other than the Dividend) is announced, declared, made or paid, or becomes 
  payable, in respect of I-RES Shares (including any additional distribution prior to the Effective Date as may be 
  required to maintain I-RES' REIT status), BidCo reserves the right to reduce the Offer Price by the amount of all 
  or part of any such further dividend, other distribution or other return of capital (other than the Dividend).  For 
  the avoidance of doubt, if BidCo exercises this right, I-RES Shareholders will be entitled to receive and retain 
  any such further dividend, distribution or return of capital.  Any exercise by BidCo of its rights referred to in 
  this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as 
  constituting any revision or variation of the terms of the Scheme.  In such scenario, any references to the Offer 
  Price in this Announcement or in the Scheme Document will be deemed to be a reference to the Offer Price as 
  reduced. 
 ? Commenting on the Acquisition, Darren Hutchinson, Head of UK & Ireland Real Estate Transactions & 
  European SMAs of Barings, said: 
"Barings has long regarded I-RES as a leading residential real estate platform, distinguished by its high-quality 
portfolio of income-producing residential assets. This, together with Ireland's strong demographics and robust economy, 
provides the key ingredients to support our investment thesis. We look forward to bringing Barings' deep experience as 
an owner and asset manager of institutional residential and living-sector assets across Europe to support and further 
I-RES's market-leading platform." 
 
 ? Commenting on the Acquisition, Hugh Scott-Barrett, Chairman of I-RES, said: 
"In recent years, I-RES has delivered consistently strong operational performance that demonstrates the quality of our 
portfolio, the operating platform and importantly our people, underpinned by the strength and resilience of the Irish 
residential market. We remain confident in the business and its standalone growth prospects. However, despite these 
results and the significant progress made against our strategic objectives, I-RES, like many in the listed real estate 
universe, has traded at a persistent discount to its prevailing EPRA NTA per share, which the I-RES Board believes does 
not fully reflect the underlying quality and performance of the business. 
 
Having carefully considered the certain cash value and premium over prevailing market prices available to shareholders 
today, against the potential returns available to shareholders from execution of the standalone strategy, the Board 
unanimously recommends Barings' Offer." 
 
I-RES Board Recommendation 
 
 ? Having taken into account, and having regard to, the relevant factors and applicable risks, the I-RES 
  Board, which has been so advised by Rothschild & Co, Barclays and Davy as to the financial terms of the 
  Acquisition, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable.  In 
  providing advice to the I-RES Board, Rothschild & Co, Barclays and Davy have taken into account the commercial 
  assessments of the I-RES Board.  Rothschild & Co, Barclays and Davy are providing independent financial advice to 
  the I-RES Board for the purposes of Rule 3 of the Irish Takeover Rules. 
 ? Accordingly, the I-RES Board intends to recommend unanimously that I-RES Shareholders vote in favour of 
  the Acquisition and all of the Resolutions, as those Directors interested in I-RES Shares have irrevocably 
  committed to do (other than in respect of any Rule 16 Resolution) in respect of their own beneficial holdings of, 
  in aggregate, 1,243,394 I-RES Shares which represent approximately 0.24 per cent. of the issued share capital of 
  I-RES as of the Latest Practicable Date. 
Conditions and Structure 
 
 ? It is intended that the Acquisition will be implemented by means of a High Court-sanctioned scheme of 
  arrangement under Chapter 1 of Part 9 of the Act (or, if BidCo elects, subject to the terms of the Transaction 
  Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, a Takeover 
  Offer).  The Acquisition and the Scheme are subject to the Conditions and certain further terms which are set out 
  in Appendix I to this Announcement and which will be set out in the Scheme Document.  The Acquisition and the 
  Scheme will also be subject to the further terms to be set out in the Scheme Document. 
 ? Under the terms of the Scheme, in consideration of the payment of the Offer Price by BidCo to the I-RES 
  Scheme Shareholders, the I-RES Scheme Shares will be transferred to BidCo.  As a result of these arrangements, 
  I-RES will become a wholly-owned Subsidiary of BidCo. 
 ? The Acquisition is conditional on, among other things: (i) the approval by I-RES Shareholders of the 
  Scheme Meeting Resolution and the EGM Resolutions (other than any Rule 16 Resolution); (ii) the sanction of the 
  Scheme by the High Court; and (iii) receipt of any necessary regulatory or other approvals. 
 ? The Scheme Document will contain, among other things, further information about the Acquisition, the full 
  terms of the Scheme, the notices convening the Scheme Meeting and the EGM, and the expected timetable for 

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November 09, 2026 06:20 ET (11:20 GMT)