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
(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 -4-
BidCo reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of I-RES (other than the Excluded Shares). In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement.
Publication on website
Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available on Barings' website (www.barings.com) and on I-RES's website (www.iresreit.ie) by no later than 12:00 noon (Irish time) on the Business Day following the date of this Announcement.
Neither the content of any such website, nor the content of any other website accessible from hyperlinks on such website, is incorporated into, or forms part of, this Announcement.
Availability of Hard Copies
Any I-RES Shareholder may request a copy of this Announcement in hard copy form by contacting Anna-Marie Curry, Company Secretary of I-RES at I-RES, South Dock House Hanover Quay Dublin 2, Ireland via telephone on +353 (0) 15634012 between 9.00 a.m. and 5.00 p.m. (Irish time), Monday to Friday (excluding public holidays) or by email at companysecretary@iresreit.ie. Any written requests must include the identity of the I-RES Shareholder and any hard copy documents will be posted to the address of the I-RES Shareholder provided in the written request. A hard copy of this Announcement will not be sent to any I-RES Shareholder unless such a request is made. Any I-RES Shareholder making any such request may also request that all future documents, announcements and information required to be sent to that person by I-RES, BidCo or Barings, as the case may be, in relation to the Acquisition should be sent by I-RES or BidCo to that person in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.
Valuations
As at 30 June 2026, I-RES's property portfolio was independently valued (within the meaning of Rule 29.1(a) of the Irish Takeover Rules) at approximately EUR1,277 million. The Property Valuation Reports of the Valuers required in accordance with Rule 29 of the Irish Takeover Rules in connection with this valuation are included at Appendix IV of this Announcement.
Each Valuer has:
? given and not withdrawn its written consent to the inclusion of its name and of its Property ValuationReport in this Announcement in the form and context in which they appear; and ? confirmed that an updated valuation as at the date of this Announcement would not be materially differentto the valuation as at 30 June 2026 contained in its Property Valuation Report.
Each Valuer accepts responsibility for the information contained in its Property Valuation Report attached at Appendix IV only and, to the best of its knowledge, such information is in accordance with the facts. With the exception of its Property Valuation Report (and subject to the terms on which the Property Valuation Report was issued), each Valuer does not accept any liability in relation to the information contained in this Announcement or any other information provided by I-RES or any representative or agent of I-RES related to this Announcement. The Property Valuation Report prepared by each relevant Valuer refers to the position at the date it was originally issued and neither Valuer has taken any action to update its Property Valuation Report. To the extent that any summary or part of any Property Valuation Report is included in this Announcement, such summaries or extracts should be considered in conjunction with the entirety of the relevant Property Valuation Report.
In accordance with Rule 29.4 of the Irish Takeover Rules (which requires a statement regarding any potential tax liability that would arise if relevant assets were sold), if the Properties were to be sold at the values stated in the Property Valuation Reports, the I-RES Directors estimate that the potential tax liability that would arise would be nil. The I-RES Directors have no current intention to sell the Properties, and this statement is made for the purpose of Rule 29.4 of the Irish Takeover Rules only. It is assumed that, in any such sale scenario, I-RES would continue to be a REIT and that any reserves created on disposal of the Properties would be reinvested by I-RES in new properties or distributed by I-RES to its shareholders in line with the requirements of the REIT rules.
For the avoidance of doubt, the proposed Acquisition of I-RES by way of the Scheme will not constitute a sale of the individual Properties but rather will constitute the acquisition of the entire issued and to be issued share capital of I-RES by BidCo.
General
The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland. Persons who are not resident in Ireland, or who are subject to laws of any jurisdiction other than Ireland, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and / or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.
The Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.
The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, BidCo, Barings and I-RES disclaim any responsibility or liability for the violations of any such restrictions by any person.
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
1. Introduction
The board of directors of Irish Residential Properties REIT plc, a public limited company incorporated under the laws of Ireland ("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 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, pursuant to which BidCo 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.
Barings believes that the Acquisition will deliver certain and compelling value for I-RES Shareholders, fully in cash and at a meaningful premium.
2. Summary Terms of the Acquisition
The Acquisition is subject to the Conditions set out in Appendix I to this Announcement and other terms set out in this Announcement and to be set out in the Scheme Document.
Under the terms of the Acquisition, 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:
(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 -5-
? 30.8 per cent. to I-RES's undisturbed closing share price of 106.0 cent on 25 September 2026 (being thelast 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-monthperiod ended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28September 2026); ? 30.5 per cent. to I-RES's volume-weighted average price of 106.2 cent per share for the six-month periodended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28 September2026); 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.
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 other distribution prior to the Effective Date as may be required to maintain I-RES's 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 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.
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.
The sources and bases of information contained in this Announcement to calculate the implied value of the Acquisition are set out in Appendix III. Appendix IV to this Announcement contains the opinion of the Valuers in respect of certain asset valuations given in this Announcement.
3. Background to and Reasons for the Acquisition
Barings believes that I-RES represents a compelling opportunity to invest in a high-quality, scaled residential real estate platform, comprising a portfolio of well-located, income-producing assets with a resilient income profile, operating in a market characterised by favourable long-term fundamentals with strong demand for quality rental housing. Barings has followed I-RES closely for several years and believes it has established itself as a leading operator in the Irish private rented sector.
Barings has been attracted not only by the quality of the I-RES portfolio and operating platform, but also by the strong alignment between I-RES's business and Barings's long-established strategy of investing in, owning and managing institutional-quality residential and living assets across Europe. As at 30 September 2026, Barings Real Estate managed approximately USD39 billion of real estate equity assets globally, including approximately USD7 billion in Europe. Barings believes its long-term capital, dedicated European real estate platform, local market presence and deep residential expertise position it well to support I-RES to evolve the existing portfolio and position for long-term success.
Barings is highly supportive of the progress that the business has made, including improved operating performance, disciplined balance sheet management and the execution of its asset recycling programme. Barings's investment approach is to partner with active management teams in markets and sectors where it has strong conviction. Barings would seek to work closely with management, combining its global scale with local, sector-specific expertise, operating experience and longstanding presence in European residential real estate to support the continued success of the business and the execution of its long-term objectives.
Against a backdrop of continued macroeconomic uncertainty and ongoing volatility in public markets, Barings believes I-RES would benefit from the flexibility and certainty of private ownership. Private ownership would provide access to long-term capital and greater flexibility to execute strategic and operational initiatives that may be more difficult to pursue within the public markets. Barings believes that this would allow management to focus on long-term objectives and investments that would further strengthen I-RES's market position and support its long-term prospects.
4. Recommendation of the I-RES Board
I-RES's business and strategic progress
I-RES is the leading provider of rental homes in Ireland. As at 30 June 2026, I-RES's portfolio comprised 3,611 residential units concentrated in the greater Dublin area, with a total value of EUR1,277 million.
I-RES has undergone a number of important developments in recent years. The internalisation of I-RES's management, completed in January 2022, marked a significant step forward for I-RES, giving the business greater control, autonomy and strategic flexibility, and enhancing cost efficiency through the removal of external management arrangements. Following a resolution to the activist campaign which impacted I-RES from 2023, the appointment of Eddie Byrne as CEO in May 2024, and the conclusion of a strategic review in August 2024, I-RES has realised, and continues to realise, the benefits of this transition through a focus on revenue improvement, cost reduction and rotation of capital within the I-RES portfolio.
The impact of these management actions has been evident in I-RES's operating performance over a number of years, well ahead of the recent change in the regulatory environment. In the six months to 30 June 2026, I-RES grew EPRA earnings per share by 5.8% and adjusted earnings by 6.2%, underpinned by disciplined cost management that further improved the net rental income margin to 78.1%, building on a 120 basis point expansion in that margin delivered in 2025. I-RES maintained effectively full occupancy of 99.4%, increased the interim dividend by 5.9%, and delivered a total accounting return of 6.8% in the period.
Over recent years, I-RES has also executed its asset recycling programme, realising sales premia of approximately 30% above book value on disposals completed in H1 2026 and reinvesting the proceeds into higher-returning opportunities, while reducing net loan-to-value to 42.6% as at 30 June 2026. As part of its capital allocation strategy, I-RES also returned surplus capital to shareholders through an earnings and net tangible assets-accretive share buyback programme in 2025 under which approximately 5.1 million shares were repurchased at an average price of 97.3 cent per share.
I-RES believes that the new rental regulations effective from 1 March 2026 provide a balanced framework for residents, operators and long-term investors. The framework maintains controls on annual rent increases and strengthens security of tenure, while providing greater certainty for investment in the rental sector. As at 30 June 2026, I-RES's portfolio was estimated to be approximately 20% under-rented versus market rates. This embeds long-term income potential in the business, which will be realised over time as units turn over and new leases commence.
Nevertheless, in recent years I-RES has had to navigate a number of external challenges. These have included a significant shift in the interest rate environment; historical restrictions on rental growth under the previous regulatory regime, which limited the capture of rental reversion within the portfolio; construction viability challenges that constrained the delivery of new rental accommodation; and, following the internalisation of I-RES's management in 2022, a period of uncertainty in relation to the stake held by the previous manager.
Public-market and sector backdrop
The I-RES Directors are also mindful of the range of challenges I-RES has faced within the public markets. Having previously traded at a premium, in more recent years and in common with the wider European listed real estate sector, I-RES's shares have traded at a:
-- 23.5 per cent. discount to last reported EPRA NTA per share at 25 September 2026 (being the last BusinessDay prior to the commencement of the Offer Period); and
-- 22.3 per cent. average discount to last reported EPRA NTA per share over the 12-month period ended 25September 2026 (being the last Business Day prior to the commencement of the Offer Period).
(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 -6-
The I-RES Board believes that a consistent, material discount to net asset value does not fully reflect the underlying quality and performance of the business and considers that this discount is driven principally by a number of external and structural factors, including:
-- I-RES's relatively small scale and concentrated shareholder base, each of which, in combination with thepersistent discount to net asset value, has constrained I-RES's ability to raise capital through the public equitymarkets to fund growth opportunities and increase scale; and
-- a more challenging macroeconomic and interest rate environment, which has weighed on the scope forproperty yield compression and increased the cost of debt financing, compounded by heightened geopolitical andmacroeconomic volatility, including trade and tariff tensions and periods of conflict-driven market disruption.
Approach by Barings
On 5 August 2026, I-RES received an unsolicited proposal from Barings of 122.0 cent per I-RES Share in cash. The I-RES Board considered that the proposal did not reflect an appropriate valuation of I-RES and its future prospects. Over the following approximately five weeks, Barings submitted four further proposals, each reflecting an improvement on the preceding proposal. This ultimately culminated in an increased proposal of 138.6 cent per I-RES Share in cash, representing an increase of 16.6 cents per I-RES Share, or approximately 13.6%, relative to Barings' initial proposal, together with confirmation that I-RES Shareholders would be entitled to receive and retain the interim dividend of 2.5 cent per I-RES Share, paid on 18 September 2026 to I-RES Shareholders on I-RES's register of members at the close of business on 28 August 2026, without any reduction to that consideration payable (the "Final Proposal").
On 20 September 2026, having carefully evaluated the Final Proposal together with its advisers, the I-RES Board confirmed to Barings that it considered that the financial terms of the Final Proposal were at a level at which it would be minded to recommend the Final Proposal to I-RES Shareholders, should a firm intention to make an offer under Rule 2.7 of the Irish Takeover Rules be announced on those financial terms, subject to the satisfactory agreement of the full terms and conditions of such an offer and of definitive transaction documentation. Accordingly, the I-RES Board agreed to provide Barings with access to confirmatory due diligence on a customary basis.
Factors considered by the I-RES Directors
The I-RES Directors remain confident in the quality of I-RES's platform and in its standalone growth strategy, building on I-RES's position as the leading provider of rental homes in its market. However, the I-RES Directors also recognise that the ability to scale that platform, including through accretive acquisitions funded by the public equity markets, has become materially more challenging in the current macroeconomic environment and given the public-market constraints described above. Against that backdrop, the I-RES Directors have concluded that the Acquisition represents an opportunity to offer I-RES Shareholders an immediate and certain cash liquidity event at an attractive premium. In reaching this conclusion, the I-RES Directors have compared the value available under the Acquisition with the amount, timing and risks associated with the returns that may be generated through the continued execution of I-RES's standalone strategy, and have taken into account the possibility that, even if that strategy is successfully delivered, its benefits may not be fully reflected in the market price of I-RES Shares, given the persistent sector-wide discount to net asset value for investment vehicles of this size and liquidity.
In considering the terms of the Acquisition and determining whether they reflect an appropriate valuation of I-RES and its future prospects, the I-RES Directors have also taken into account a number of factors, including but not limited to that 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 thelast 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-monthperiod ended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28September 2026);
-- 30.5 per cent. to I-RES's volume-weighted average price of 106.2 cent per share for the six-month periodended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28 September2026); and
-- 33.9 per cent. to I-RES's volume-weighted average price of 103.5 cent per share for the twelve-monthperiod ended on 25 September 2026 (being the last Business Day prior to commencement of the Offer Period on 28September 2026).
The I-RES Directors have further considered that 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 and 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.
Further, the I-RES Directors have considered the deliverability of the Acquisition, including that it is an all-cash offer which is not subject to any financing condition, to be effected through a newly incorporated acquisition vehicle, with the entire equity requirement fully committed by funds and accounts managed or advised by Barings and committed debt financing from third-party lenders, and with financing confirmed by Barings and BidCo's financial adviser on a certain-funds basis in accordance with the Irish Takeover Rules.
In considering the Acquisition, the I-RES Directors have also given due consideration to Barings's intentions for I-RES's business, management, employees and other stakeholders of I-RES as detailed in paragraph 11. The I-RES Directors recognise the strategic fit between I-RES's business and Barings's residential investment expertise and have taken into account Barings's intention to continue to operate I-RES as a standalone residential real estate business with access to long-term capital. The I-RES Directors welcome Barings's recognition of the contribution of I-RES's people, its confirmation that contractual and statutory employment rights will be fully safeguarded in accordance with applicable law, and its stated intention not to change the location of I-RES's headquarters or principal operations. The I-RES Directors also note that Barings's proposed detailed review of the business of I-RES post-Acquisition is expected to affect a limited number of roles primarily based in I-RES's corporate functions (subject to the outcome of the review). In considering these intentions, the I-RES Directors have taken into account Barings' commitment to work closely with management and to comply (to the extent applicable) with applicable information and consultation requirements in relation to any reductions.
Recommendation
Accordingly, the I-RES Directors, who have been so advised by Rothschild & Co, Barclays and Davy as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable and intend to recommend unanimously that I-RES shareholders vote in favour of the Scheme, as those I-RES Directors who hold I-RES Shares have irrevocably undertaken to do in respect of their own beneficial holdings. 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.
5. Irrevocable Commitments
BidCo has received irrevocable undertakings from those I-RES Directors who are interested in I-RES Shares to vote (or procure the voting) in favour of the Scheme and all of the Resolutions (other than any Rule 16 Resolution, on which relevant Directors would not be eligible to vote) (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of the following number of I-RES Shares:
Director Number of I-RES Shares Per cent. of Issued Share Capital Hugh Scott-Barrett 125,000 0.024 Eddie Byrne 792,265 0.151 Tom Kavanagh 181,129 0.035 Denise Turner 100,000 0.019 Stefanie Frensch 45,000 0.009
These irrevocable undertakings remain binding in the event that a higher competing offer is made for I-RES and will cease to be binding only if:
? the Scheme becomes effective; ? BidCo announces, with the consent of the Irish Takeover Panel, that it does not intend to proceed withthe Acquisition; ? a competing offer for I-RES becomes effective or unconditional in all respects; ? the Acquisition is not completed by 11:59 p.m. (Irish time) on the End Date; or ? the Acquisition lapses or is withdrawn (which, for the avoidance of doubt, will not be deemed to haveoccurred only by reason of BidCo electing to switch from a Scheme to a Takeover Offer), other than in circumstanceswhere the Transaction Agreement has been terminated pursuant to clause 9.1.7 of the Transaction Agreement.
6. Information on Barings and BidCo
BidCo
BidCo is a private company limited by shares incorporated under the laws of Jersey for the purpose of implementing the Acquisition and is indirectly owned by funds and accounts managed or advised by Barings. The ultimate controlling interests in BidCo are held by Massachusetts Mutual Life Insurance Company.
Barings
(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 -7-
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.
7. Information on 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.
8. Acquisition
Scheme
It is intended that the Acquisition will be implemented by means of a High Court-sanctioned scheme of arrangement in accordance with Chapter 1 of Part 9 of the Act. Under the terms of the Scheme, in consideration of the payment of the Offer Price by BidCo to the I-RES Scheme Shareholders, all 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.
To become effective, the Scheme requires, amongst other things, (i) the approval of the Scheme Meeting Resolution by members of each class of I-RES Scheme Shareholders representing at least 75 per cent. in value of the I-RES Shares of that class, at the Voting Record Time, present and voting either in person or by proxy, at the Scheme Meeting (or at any adjournment of such meeting) held no later than the End Date or in any other manner permitted by the High Court or by law at the Scheme Meeting; and (ii) the approval by I-RES Shareholders of the EGM Resolutions (other than any Rule 16 Resolution) relating to the implementation of the Scheme at the EGM to be held directly after the Scheme Meeting.
Application to the High Court to sanction the Scheme
Assuming the requisite approvals of the I-RES Shareholders have been obtained at the Scheme Meeting and the EGM, and the other Conditions have been satisfied or (where applicable) waived, an application will be made to the High Court to sanction the Scheme under the Act.
Subject to the sanction of the High Court, the Scheme will become effective in accordance with its terms following delivery of a copy of the Court Order to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all I-RES Scheme Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or EGM, or whether they voted in favour of or against the Scheme.
Full details of the Scheme to be set out in the Scheme Document
The Scheme Document will contain, among other things, further information about the Acquisition, the full terms of the Scheme, the notices of the Scheme Meeting and the EGM, and the expected timetable for 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 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.
The Acquisition and the Scheme will comply with the Irish Takeover Rules, the Act and, where relevant, the Euronext Dublin Listing Rules and will be subject to the terms and conditions set out in this Announcement and to be set out in the Scheme Document. The Acquisition and the Scheme are and will be governed by the laws of Ireland.
The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Scheme Document. Further details of the Scheme, including the notices of the Scheme Meeting and separate EGM required to approve the Resolutions, expected timetable and the action to be taken by I-RES Shareholders, will be set out in the Scheme Document.
Conditions to the Acquisition
The Acquisition and the Scheme shall be 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.
Scheme timetable and further information
The Scheme Document, which will contain, amongst other things, further information about the Acquisition, notices convening the Scheme Meeting and the EGM, the expected timetable for completion of the Acquisition and action to be taken by I-RES Shareholders, will be published as soon as practicable.
It is anticipated that the Scheme will, subject to satisfaction of the Conditions, be declared effective in the first quarter of 2027.
9. Effect of the Scheme on I-RES LTIP
In accordance with Rule 15 of the Irish Takeover Rules, BidCo and I-RES will jointly make appropriate proposals to I-RES Award Holders. I-RES Award Holders will be contacted by letter or letters as soon as possible after the time of publication of the Scheme Document, regarding the effect of the Acquisition on the I-RES Awards and the relevant details will be summarised in the Scheme Document.
I-RES operates an existing I-RES 2024 Long Term Incentive Plan (the "I-RES LTIP") which was approved by shareholders at its 2024 annual general meeting. In accordance with the terms of the I-RES LTIP, the I-RES Remuneration Committee has determined that I-RES Awards granted in respect of 2024 will vest in full and I-RES Awards granted in respect of 2025 and 2026 will vest on a partial time pro-rating basis such that a pro-rata number of I-RES Awards will vest immediately prior to the Scheme Record Time into an equivalent number of I-RES Shares, which will be acquired under the Scheme for the Offer Price (net of applicable payroll withholdings). The remaining I-RES Awards which do not vest as a consequence of partial time pro-rating will lapse in full on the Effective Date in accordance with the terms of the I-RES LTIP. No further awards will be granted under the I-RES LTIP.
10. Financing of the Acquisition
The Offer Price payable under the terms of the Acquisition will be funded from a combination of: (i) equity financing provided by funds and accounts managed or advised by Barings; and (ii) committed debt financing.
In accordance with Rule 2.7(d) of the Irish Takeover Rules, BofA Securities, as sole financial adviser to Barings and BidCo, is satisfied that sufficient resources are available to BidCo to satisfy in full the Offer Price payable to I-RES Shareholders under the terms of the Scheme.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
11. BidCo's intentions for the I-RES business, management, employees, operations and governance
BidCo's strategic plans for I-RES
As set out in paragraph 3 above, Barings believes that I-RES is a high-quality residential real estate platform operating in a strong market, and that I-RES's next phase will be best supported under private ownership with access to long-term capital. Barings's intention, acting as investment advisor on behalf of certain funds and accounts that it manages and advises, is that I-RES will continue to operate as a standalone residential real estate business.
Prior to this Announcement, consistent with market practice, Barings was granted access to I-RES's senior management for the purposes of confirmatory due diligence. However, as is customary in a public offer process, Barings has not had access to sufficiently detailed information, or sufficient time with management, to develop the full details of a post-Acquisition business plan. Accordingly, in the period following the Effective Date, Barings intends to work with I-RES's management to undertake a detailed review of the business, the portfolio, the investment, development and disposal pipeline and the business plan.
Based on the work conducted to date, Barings expects that the scope of its review will focus on: (i) continued investment in the existing portfolio, including asset management and refurbishment initiatives to enhance asset quality and rental performance; (ii) selective capital recycling and active portfolio management, with reinvestment of proceeds into attractive investment opportunities; (iii) optimisation of I-RES's capital structure and financing arrangements, including looking to add support from additional funds or accounts managed or advised by Barings as well as third-party investors; and (iv) a review of activities outside I-RES's core real estate operations.
Barings notes that the Irish REIT regime requires I-RES's shares to be listed on a regulated market (such as Euronext Dublin), such that de-listing will result in I-RES ceasing to constitute a REIT for the purposes of Part 25A of the Taxes Consolidation Act 1997 ("TCA"). Pursuant to the Transaction Agreement, I-RES will, on the day after the Sanction Date and in any event prior to the Effective Date, submit a cessation notice to the Irish Revenue Commissioners for the purposes of section 705O of the TCA, specifying a date from which it will cease to be a Real Estate Investment Trust for the purposes of Part 25A of the TCA. It is intended that the I-RES Shares will cease to be listed on the Official List of Euronext Dublin and admitted to trading on the main market of Euronext Dublin as soon as possible following the Effective Date and in any event no later than two Business Days following the Effective Date, as described in paragraph 13.
Management and employees
(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 -8-
Barings recognises the important contribution that I-RES's management team and employees have made to I-RES's success, and acknowledges the skills, experience and commitment of the I-RES Group's existing management and employees, which Barings believes will be central to the continued operation and success of I-RES's real estate platform following the Acquisition becoming effective. Barings looks forward to working closely with I-RES's employees and management team as the business builds on the progress achieved to date. Barings confirms that, following the Acquisition becoming effective, contractual and statutory employment rights of the I-RES Group's employees will be fully safeguarded in accordance with applicable law.
Barings proposes that, for a period of 12 months following the Effective Time, I-RES Group employees' existing rights in respect of base salary levels, pension contributions, health insurance contributions, annual cash incentive opportunities and other contractual entitlements will be preserved.
In the period prior to the Effective Time, annual performance reviews, bonus determinations and salary reviews will continue to be undertaken by I-RES acting in good faith and in a manner consistent with normal practice for I-RES.
Barings does not intend to make any changes to the I-RES Group's current employer pension arrangements and intends to maintain I-RES's employee defined contribution schemes at not less than current contribution levels.
Barings sees significant value in the I-RES operating platform and its employees. Following the Acquisition becoming Effective, Barings intends to undertake a detailed review of the business. Subject to this review, while Barings expects to retain the majority of employees, as is customary for transactions of this nature certain roles may no longer be required, or may be reduced in scope, following the anticipated de-listing and re-registration of I-RES as a private limited company and any changes to the regulatory operating model. This is expected to affect a limited number of roles, primarily based in I-RES's corporate functions.
Intentions for headquarters, locations, fixed assets and trading facilities
Barings has no intention to change the location of I-RES's headquarters, principal operations or places of business, nor to redeploy any material fixed assets used in the operation of the business, other than in respect of certain listed-company-related functions that will no longer be required upon I-RES ceasing to operate as a publicly listed company.
The I-RES Shares are currently admitted to trading on Euronext Dublin. As set out in paragraph 13 below, an application will be made to cancel that admission with effect as soon as possible following the Effective Date and, in any event, no later than two Business Days following Effective Date.
As soon as is reasonably practicable following the Effective Date, BidCo intends that I-RES will be re-registered as a private company limited by shares.
Employee incentive and other arrangements
I-RES and BidCo attach great importance to the skills and experience of I-RES's employees and recognise that the employees of I-RES have been and will continue to be key to I-RES's continued success.
Transition Awards
The parties have agreed a proposal to make available to eligible employees cash awards to secure continued employment for the period up to and immediately post the Acquisition (the "Transition Awards"). Payment of a Transition Award shall be subject to the relevant employee satisfying the terms of such Transition Award as agreed between the parties, which shall be set out in award letters issued to eligible employees.
Clog Arrangements
Certain of the I-RES Group's current and former management team ("Relevant Participants") currently participate in a tax-qualified arrangement under which I-RES Shares to which they are beneficially entitled are held on their behalf subject to certain disposal restrictions for a defined period (equivalent to a clog scheme). The Acquisition will result in the early termination of this clog scheme type arrangement for Relevant Participants, which in turn will cause the Relevant Participants to incur an Irish income tax and pay-related social insurance liability which would not have arisen had relevant I-RES Shares remained subject to the arrangement.
BidCo has agreed to compensate Relevant Participants on the Effective Date for any income tax and pay-related social insurance liability that will arise as a result of the early termination of the arrangement (the "Clog Payment"). Further details of the Clog Payment will be set out in the Scheme Document.
The above arrangements, being the Transition Awards and Clog Payment, shall be subject to the requirements of Rule 16.2 of the Irish Takeover Rules and may include a Rule 16 Resolution, should the Irish Takeover Panel require it. Further details, if any, will be included in the Scheme Document.
Other Arrangements
No discussions have been entered into, or proposals been made, in relation to the terms of any form of incentivisation arrangements with relevant employees or members of the I-RES Group's management.
Separately, in accordance with Rule 15 of the Irish Takeover Rules, I-RES and BidCo will jointly make appropriate proposals to I-RES Award Holders in relation to the I-RES Awards, as set out in paragraph 9.
Board of I-RES following the Acquisition
It is intended that, with effect from the Effective Date, the non-executive directors of the I-RES Board will resign from office and receive a payment in respect of their notice period.
12. Acquisition-related arrangements
Transaction Agreement
BidCo and I-RES have entered into a Transaction Agreement dated 9 November 2026 which contains certain assurances in relation to the implementation of the Scheme and other matters related to the Acquisition. A summary of the principal terms of the Transaction Agreement will be set out in the Scheme Document.
The Transaction Agreement provides that where the I-RES Board determines that an I-RES Superior Proposal has been received, I-RES will provide BidCo with an opportunity, for a period of seven (7) Business Days from the time of the delivery to BidCo of notice in writing from I-RES confirming that the I-RES Board has determined that an I-RES Superior Proposal has been received and specifying details of the material terms of such I-RES Superior Proposal, to increase or modify the Total Transaction Value and such other terms and conditions such that the I-RES Superior Proposal would no longer constitute an I-RES Superior Proposal.
Expenses Reimbursement Provisions
The Transaction Agreement contains customary expenses reimbursement provisions pursuant to which I-RES has agreed to pay to BidCo, in certain circumstances (as detailed below), an amount equal to all documented, specific quantifiable third party costs and expenses incurred directly or indirectly by BidCo or any member of the Offeror Group or their respective affiliates, on its or their behalf, for the purposes of, in preparation for, or in connection with the Acquisition, including exploratory work carried out in contemplation of and in connection with the Acquisition, legal, financial, accounting, property and commercial due diligence, arranging financing and engaging advisers to assist in the process, related advisory fees and filing fees, provided that the aggregate of:
a. the amount payable to BidCo; and b. any amount payable to any Tax Authority by: (i) any member of the I-RES Group pursuant to clause 9.2.4 ofthe Transaction Agreement, or (ii) by BidCo (or the relevant member of a VAT Group of which BidCo is a member) forwhich any member of the I-RES Group is required to pay an amount equal to such VAT to BidCo (or the relevant memberof a VAT Group of which BidCo is a member) pursuant to clause 9.2.4 of the Transaction Agreement which constitutesIrrecoverable VAT (together with any associated interest and penalties),
shall not, in any event, exceed such sum as is equal to 1% of the total value of the issued and to be issued share capital of I-RES that is the subject of the Acquisition (other than Excluded Shares). The amount payable by I-RES to BidCo under the Transaction Agreement will exclude any amounts in respect of VAT incurred by BidCo or the Offeror Group and any of their respective affiliates attributable to such third party costs other than Irrecoverable VAT incurred by BidCo and any of their respective affiliates on such costs.
If an I-RES Change of Recommendation occurs and I-RES enters into provisions of a similar nature with any proposer (s) of any I-RES Alternative Proposal(s), the aggregate amount payable by I-RES to BidCo and to any such proposer(s) shall not exceed the 1% cap described in the previous sentence, but any such amount to be paid shall first be payable to BidCo or in satisfaction of I-RES's obligations to the fullest extent possible and thereafter any remaining sums shall be payable to such other proposer(s). I-RES has undertaken not to enter into any agreement, contract or arrangement which does not reflect this order of priority of payment.
The circumstances in which an expenses reimbursement payment will be made are if:
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a. the Transaction Agreement is terminated:i. by BidCo for the reason that the I-RES Board or any committee thereof makes an I-RES Change ofRecommendation and the Acquisition subsequently lapses or is withdrawn (it being understood, for the avoidanceof doubt, that the provision by I-RES to BidCo of notice or information in connection with an I-RES AlternativeProposal or I-RES Superior Proposal as required or expressly permitted by the Transaction Agreement shall not,in each case, in and of itself, constitute an I-RES Change of Recommendation); or ii. by I-RES, upon written notice at any time following delivery of a Final Recommendation Change Noticeunder and in accordance with the Transaction Agreement, where the Acquisition subsequently lapses or iswithdrawn; or
b. all of the following occur:i. prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), anI-RES Alternative Proposal is publicly disclosed by I-RES or any person shall have publicly announced anintention (whether or not conditional) to make an I-RES Alternative Proposal and, in each case, such disclosureor announcement is not publicly withdrawn without qualification at least three (3) Business Days before thedate of the Scheme Meeting or Final Closing Date (it being understood that, for the purposes of this clause (i)and (iii) below, references to 10% and 90% in the definition of I-RES Alternative Proposal shall be deemed torefer to 50%); and ii. the Transaction Agreement is terminated by BidCo for the reason that I-RES shall have breached orfailed to perform in any material respect any of its representations, warranties, covenants or other agreementscontained in the Transaction Agreement, which material breach or failure to perform:1. would result in a failure of any of the Conditions; and 2. is not reasonably capable of being cured by the End Date or, if curable, BidCo shall have givenI-RES written notice, delivered at least thirty (30) days prior to such termination, stating BidCo'sintention to terminate the Transaction Agreement pursuant to clause 9.1.6 and the basis for suchtermination and such breach, failure to perform or inaccuracy shall not have been cured within thirty (30)days following the delivery of such written notice or, if earlier, by the End Date (such termination, a "Breach Termination"); and
iii. an I-RES Alternative Proposal is consummated within twelve (12) months, or a definitive agreementproviding for an I-RES Alternative Proposal is entered into within twelve (12) months after such terminationand such I-RES Alternative Proposal is subsequently consummated pursuant to that definitive agreement (as suchdefinitive agreement may be amended, modified or supplemented), in each case, regardless of whether such I-RESAlternative Proposal is the same I-RES Alternative Proposal referred to in clause 9.2.2(b)(i) of theTransaction Agreement; or
c. all of the following occur:i. prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), anI-RES Alternative Proposal is publicly disclosed by I-RES or any person shall have publicly announced anintention (whether or not conditional) to make an I-RES Alternative Proposal and, in each case, such disclosureor announcement is not publicly withdrawn without qualification at least three (3) Business Days before thedate of the Scheme Meeting or Final Closing Date (it being understood that, for the purposes of this clause (i)and (iii) below, references to 10% and 90% in the definition of I-RES Alternative Proposal shall be deemed torefer to 50%); and ii. the Transaction Agreement is terminated by (A) either I-RES or BidCo for the reason that the SchemeMeeting or the EGM shall have been completed and the Scheme Meeting Resolution or the EGM Resolutions (otherthan any Rule 16 Resolution), as applicable, shall not have been approved by the requisite majority of votes(or, in the case of a Takeover Offer, the Final Closing Date having passed without the Takeover Offer becomingunconditional as to acceptances) or (B) BidCo pursuant to a Breach Termination; and iii. an I-RES Alternative Proposal is consummated within twelve (12) months, or a definitive agreementproviding for an I-RES Alternative Proposal is entered into within twelve (12) months after such terminationand such I-RES Alternative Proposal is consummated pursuant to that definitive agreement (as such definitiveagreement may be amended, modified or supplemented), in each case, regardless of whether such I-RES AlternativeProposal is the same I-RES Alternative Proposal referred to in clause 9.2.2(c)(i) of the Transaction Agreement.
Each of the I-RES Board and Rothschild & Co, Barclays, Davy, as financial advisers and/or Rule 3 Advisers to the I-RES Board, has confirmed to the Irish Takeover Panel that, for the purposes of the Note to Rule 21.2 of the Irish Takeover Rules, they consider the terms of the expenses reimbursement provisions above to be in the best interests of I-RES Shareholders.
13. Delisting and Cancellation of Trading of I-RES Shares
An application will be made to Euronext Dublin prior to the Effective Date to cancel the admission of the I-RES Shares to trading on the regulated market of Euronext Dublin and to cancel the listing of I-RES Shares on Euronext Dublin's Daily Official List as soon as possible following the Effective Date but in any event no later than two Business Days following the Effective Date, subject to and following the Scheme becoming effective in accordance with its terms.
Dealing in I-RES Shares on Euronext Dublin may be suspended prior to the Effective Date. An appropriate announcement in this regard will be made in due course.
As soon as is reasonably practicable following the Effective Date, it is intended that I-RES will be re-registered as a private company limited by shares.
14. Interests and Short Positions in I-RES
As at the close of business on the Latest Practicable Date, none of Barings, BidCo nor, so far as Barings and BidCo are respectively aware, any person Acting in Concert with Barings or BidCo:
a. had an interest in relevant securities of I-RES; b. had any short position in relevant securities of I-RES; c. had received an irrevocable commitment or letter of intent to accept the terms of the Acquisition inrespect of relevant securities of I-RES other than as described in this Announcement; or d. had borrowed or lent any I-RES Shares.
Furthermore, no arrangement to which Rule 8.7 of the Irish Takeover Rules applies exists between Barings, BidCo or I-RES or a person Acting in Concert with Barings, BidCo or I-RES respectively in relation to I-RES Shares. For these purposes, an "arrangement to which Rule 8.7 of the Irish Takeover Rules applies" includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, between two or more persons relating to relevant securities which is or may be an inducement to one or more of such persons to deal or refrain from dealing in such securities.
15. Tax
Each holder of I-RES Shares is advised to consult his, her or its independent professional adviser regarding the tax consequences of the Acquisition.
16. Documents
Copies of the following documents will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, promptly on Barings's website (www.barings.com) and on I-RES's website (www.iresreit.ie) by no later than 12:00 noon (Irish time) on the Business Day following the date of this Announcement:
a. this Announcement; b. the Confidentiality Agreement; c. the Transaction Agreement; and d. the irrevocable undertakings referred to in paragraph 5 above.
Neither the content of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks on any such website are incorporated into or form part of this Announcement.
17. General
Rothschild & Co, Barclays, Davy and BofA Securities have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.
This Announcement is being made pursuant to Rule 2.7 of the Irish Takeover Rules.
Appendix I to this Announcement contains the Conditions and certain further terms of the Acquisition and the Scheme. Appendix II to this Announcement contains definitions of certain expressions used in this Announcement. Appendix III to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix IV to this Announcement contains the opinion of the Valuers in respect of certain asset valuations given in this Announcement.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Any decision in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition and the Scheme are made. I-RES Shareholders are advised to carefully read the formal documentation in relation to the Acquisition, including the Scheme Document.
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If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your appropriately authorised independent financial adviser.
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
Eoin Healy
Tel: +44 (0) 20 7623 2323
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.
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
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 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.
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