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
(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 -3-
This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).
This Announcement does not constitute a prospectus or a prospectus equivalent document.
Notice to US Shareholders in I-RES
The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland to schemes of arrangement, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of I-RES Shares to enforce any rights and/or any claims arising out of US federal laws, since BidCo, Barings and I-RES are organised and located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of I-RES Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction and judgment of a US court.
In accordance with, and to the extent permitted by, the Irish Takeover Rules and normal Irish and UK market practice, Rothschild & Co, Barclays, Davy and BofA Securities and their affiliates may continue to act as exempt principal traders or exempt market makers in I-RES Shares on Euronext Dublin and may engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. In addition, in compliance with the Irish Takeover Rules, members of the BidCo Group, certain affiliates or their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, I-RES securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices. Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with the applicable regulatory requirements, will be made available to all investors (including US holders of I-RES Shares) via the Regulatory Information Service on the Euronext Dublin website, www.euronext.com.
US holders of Shares also should be aware that the transaction contemplated herein may have tax consequences in the US and that such consequences, if any, are not described herein. US holders of I-RES Shares are urged to consult with legal, tax and financial advisers.
Cautionary Statement Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements with respect to BidCo, Barings and I-RES. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of members of the BidCo Group, the Barings Group or the I-RES Group; and (iii) the effects of government regulation on the business of members of the BidCo Group, the Barings Group or the I-RES Group.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to BidCo, Barings or I-RES (or any member of the BidCo Group, the Barings Group or the I-RES Group) or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither BidCo, Barings nor I-RES (nor any member of the BidCo Group, the Barings Group or the I-RES Group) undertakes any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Disclosure requirements of the Irish Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of I-RES 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 p.m. (Irish time) on the business day following the date of the relevant transaction. This requirement continues until the 'offer period' ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of the offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. 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 I-RES.
All 'dealings' in 'relevant securities' of I-RES by a bidder, or by any party Acting in Concert with a bidder, must also be disclosed by no later than 12 noon (Irish time) on the 'business' day following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.
A disclosure table, giving details of the companies in whose 'relevant securities' and 'dealings' should be disclosed, can be found on the Irish 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 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.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share, for BidCo, Barings or I-RES, respectively for the current or future financial years would necessarily match or exceed any historical published earnings or earnings per share for BidCo, Barings or I-RES respectively. No statement in this Announcement constitutes an estimate of the anticipated financial effects of the Acquisition.
Right to switch to a Takeover Offer
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November 09, 2026 06:20 ET (11:20 GMT)
