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
(MORE TO FOLLOW) Dow Jones Newswires
November 09, 2026 06:20 ET (11:20 GMT)
DJ Recommended Cash Offer for Irish Residential Properties REIT plc -2-
completion. It will also specify the action to be taken by I-RES Shareholders to vote on the Resolutions. The
Scheme Document will be sent (together, where relevant, with the relevant forms of proxy) as soon as practicable
and, in any event (save with the consent of the Irish Takeover Panel), within 28 days after the date of this
Announcement to I-RES Shareholders and, for information only, to I-RES Award Holders.
? It is anticipated that the Scheme will, subject to the satisfaction or (where applicable) waiver of the
Conditions, become effective in the first quarter of 2027.
About BidCo
BidCo is a private company limited by shares incorporated under the laws of Jersey for the purpose of implementing the
Acquisition and is wholly owned by funds and accounts managed or advised by Barings. The ultimate controlling
interests in BidCo are held by Massachusetts Mutual Life Insurance Company.
About Barings
The Barings group is a USD502 billion* global alternative asset manager that partners with institutional, insurance and
wealth clients and supports leading businesses with flexible financing solutions. Barings, a subsidiary of
Massachusetts Mutual Life Insurance Company with a minority investment from MS&AD Insurance Group Holdings, Inc., seeks
to deliver excess returns by leveraging its global scale and capabilities across credit, real assets, capital solutions
and emerging markets.
*As at 30 June 2026.
About I-RES
I-RES is a Real Estate Investment Trust providing quality professionally managed homes in sustainable communities in
Ireland. I-RES aims to be the provider of choice for the Irish living sector, known for excellent service and for
operating responsibly minimising its environmental impact and maximising its contribution to the community. I-RES's
shares are listed on the regulated market of Euronext Dublin.
This summary should be read in conjunction with, and is subject to, the full text of the following Announcement and its
appendices.
The Conditions to, and certain further terms of, the Acquisition and the Scheme are set out in Appendix I to this
Announcement. The Acquisition and the Scheme will also be subject to further terms to be set out in the Scheme
Document. Certain terms used in this Announcement are defined in Appendix II to this Announcement. Appendix III to
this Announcement contains certain sources of information and bases of calculation contained in this Announcement.
Appendix IV to this Announcement contains the opinions of I-RES's independent Valuers in respect of certain asset
valuations given in this Announcement.
This Announcement contains inside information and has been issued pursuant to the Market Abuse Regulation (EU 596/
2014). The date and time of this Announcement are the date and time at which it was communicated to the media. The
person responsible for arranging the release of this Announcement on behalf of I-RES is Anna-Marie Curry, Company
Secretary of I-RES.
Enquiries
Barings and BidCo Tel: +44 (0)7970 256 223
Sarah Einig
BofA Securities (Financial Adviser to Barings and BidCo)
Geoff Iles
Stephen Little
Tel: +44 (0) 20 7628 1000
Marcus Jackson
Matthew Bancroft
Olivia Escudier
Rothschild & Co (Financial Adviser and Rule 3 Adviser to I-RES)
Robert Waddingham
Alice Squires Tel: +44 (0) 20 7280 5000
Nikhil Walia
Joel Barnett
Barclays Bank Plc (Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to
I-RES)
Bronson Albery
Tel: +44 (0) 20 7623 2323
Eoin Healy
Callum West
Sean Cox
Davy (Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to I-RES)
Brian Garrahy
Tel: +353 (0)1 679 6363
Daragh O'Reilly
Orla Cowzer
Responsibility statements required by the Irish Takeover Rules
The BidCo Directors accept responsibility for the information contained in this Announcement, other than information relating to: (i) I-RES, the I-RES Group, the I-RES Directors and members of their immediate families, related trusts and persons connected with them, and (ii) Barings, the Barings Group, the Barings Responsible Persons and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the BidCo Directors (who have taken all reasonable care to ensure that this is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Barings Responsible Persons, being members of the Barings European Real Estate Equity Investment Committee, accept responsibility for the information contained in this Announcement, other than information relating to (i) I-RES, the I-RES Group, the I-RES Directors and members of their immediate families, related trusts and persons connected with them, and (ii) BidCo, the BidCo Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Barings Responsible Persons (who have taken all reasonable care to ensure that this is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The I-RES Directors accept responsibility for the information contained in this Announcement, other than information relating to (i) BidCo, the BidCo Group, the BidCo Directors and members of their immediate families, related trusts and persons connected with them, and (ii) Barings, the Barings Group, the Barings Responsible Persons and members of their immediate families, related trusts and persons connected with them. The I-RES Board accepts responsibility for the recommendation and related opinions of the I-RES Board contained in this Announcement. To the best of the knowledge and belief of the I-RES Directors (who have taken all reasonable care to ensure that this is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as financial adviser to I-RES and for no one else in connection with the Acquisition and will not be responsible to anyone other than I-RES in respect of protections that may be afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for I-RES and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than I-RES 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 referred to 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 referred to in this Announcement.
Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Barings and BidCo and for no one else in connection with the Acquisition and will not be responsible to anyone other than Barings and BidCo for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this Announcement. Neither BofA Securities nor any of its affiliates (nor their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
Matheson LLP is acting as legal adviser to Barings and BidCo.
McCann FitzGerald LLP is acting as legal adviser to I-RES.
No Offer or Solicitation
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November 09, 2026 06:20 ET (11:20 GMT)
