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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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 respective 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 I-RES 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 will continue 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
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), as an alternative to the Scheme. 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'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.
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:
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? 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.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND THE SCHEME
Terms defined in Appendix II shall have the same meaning where used in this Appendix I.
Part A: Conditions to the Acquisition and the Scheme
The Acquisition and the Scheme will be subject to the following conditions:
End Date
1. The Acquisition will be conditional upon the Scheme becoming effective by no later than 11:59 p.m. (Irishtime) on the End Date (or such earlier date as may be specified by the Irish Takeover Panel).
Scheme Approval
2. The Scheme will be subject to the following conditions:1. the approval of the Scheme Meeting Resolution by the members of each class of I-RESShareholders present and voting, either in person or by proxy, at the Scheme Meeting(s) (or at any adjournmentof such meeting(s)) representing, at the Voting Record Time, at least three-fourths (75%) in value of the I-RESShares of that class held by such I-RES Shareholders present and voting; 2. the EGM Resolutions (other than any Rule 16 Resolution) being duly passed by therequisite majority of I-RES Shareholders at the EGM; 3. the sanction by the High Court (with or without material modification), but subjectto any such modification being acceptable to each of BidCo and I-RES (each acting reasonably), of the Schemepursuant to Chapter 1 of Part 9 of the Act (the date on which the condition in this paragraph 2.3 is satisfied,the "Sanction Date"); 4. delivery of a copy of the Court Order to the Registrar of Companies.
3. BidCo and I-RES have agreed that, subject to Part B of this Appendix I, the Acquisition will also beconditional upon the following matters having been satisfied or waived on or before the Sanction Date: 4. Merger control
To the extent that the Acquisition or its implementation constitutes a merger or acquisition within the scope of Part 3 of the Competition Act, the Acquisition having been duly notified to the CCPC in accordance with Part 3 of the Competition Act, and one of the following events having occurred:
1. the CCPC having informed the notifying parties pursuant to Section 21(2)(a) of theCompetition Act that it has made a determination that the Acquisition may be put into effect or put into effectsubject to commitments; or 2. the period specified in Section 21(2) of the Competition Act (as may be extended underSection 21(4) of the Competition Act) having elapsed without the CCPC having informed the notifying parties of thedetermination (if any) which has been made under Section 21(2) of the Competition Act; or 3. the CCPC having informed the notifying parties that it has determined under Section 22(3)of the Competition Act that the Acquisition may be put into effect or put into effect subject to conditionsspecified by the CCPC being complied with; or 4. the period specified in Section 19(1)(d) of the Competition Act having elapsed, withoutthe CCPC having made a determination under Section 22 of the Competition Act.
5. Financial regulatory
The CBI having confirmed in writing following the receipt by it of the Acquiring Transaction Notification Form (or otherwise) that it approves or does not oppose the indirect acquisition of the Irish Regulated Entity by BidCo and by any other person who would, by virtue of the Acquisition, acquire or increase a Qualifying Holding in the Irish Regulated Entity, in accordance with the CBI's AIF Rulebook 2026 (as amended, supplemented or replaced from time to time).
6. General antitrust and regulatory1. Other than in respect of or in connection with the Conditions set out in paragraphs 4and 5 above and to the extent material to the I-RES Group as a whole, all applicable waiting and other timeperiods, including any extensions thereof, during which any Governmental Body or other Third Party could decideto take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry, reference orany other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposedacquisition of any I-RES Shares, or otherwise intervene, having expired, lapsed or been terminated. 2. Other than in respect of or in connection with the Conditions set out in paragraphs 4and 5 above:a. no (i) Law, (ii) injunction, restraint or prohibition by any court of competent jurisdiction or(iii) injunction, order, prohibition under any Antitrust Law or Antitrust Order by any Governmental Bodyshall have been enacted or entered and shall continue to be in effect; and b. no Governmental Body having notified its decision publicly or to any member of the I-RES Group totake, institute, implement or threaten
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(and, in each case, not having withdrawn the same) any action,proceeding, suit, investigation, enquiry or reference, or having enacted, made or proposed any statute,regulation, order, decision or change to published practice (and, in each case, not having withdrawn thesame), and there not continuing to be outstanding any such statute, regulation, order or decision,
which would or would reasonably be expected to (in any case to an extent or in a manner which is material in the context of, and adverse to, the Acquisition):
i. make the Acquisition or its implementation, or the acquisition or proposed acquisition by BidCo or anymember of the BidCo Group of any shares or other securities in, or control or management of, I-RES, or any of thematerial assets of I-RES void, illegal or unenforceable or otherwise, directly or indirectly, prevent or prohibit,the same; ii. result in a material delay in the ability of BidCo or any member of the Wider BidCo Group or render BidCoor any member of the BidCo Group unable to acquire some or all of the I-RES Shares; or iii. result in any material member of the I-RES Group ceasing to be able to carry on business in anyjurisdiction in which it currently operates.
Authorisations
7. Other than in respect of or in connection with the Conditions set out in paragraphs 4 and 5 above, allauthorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances,permissions, exemptions and approvals (collectively, "Authorisations") necessary for the Acquisition including,without limitation, the proposed direct or indirect acquisition of any shares or other securities in, or controlof, I-RES by any member of the Wider BidCo Group having been obtained from all appropriate Third Parties or personswith whom any member of the I-RES Group has entered into contractual arrangements. 8. Other than in respect of or in connection with the Conditions set out in paragraphs 4 and 5 above, allAuthorisations necessary to carry on the business of any member of the I-RES Group which are material in thecontext of the BidCo Group or the I-RES Group each as a whole or for the Acquisition remaining in full force andeffect and all filings necessary for such purpose having been made and there being no notice of any intention torevoke, suspend, restrict, modify or not to renew any of the same.
Anti-corruption, economic sanctions and money laundering
9. Except as Disclosed, BidCo not having discovered that:1. any:a. past or present member, director, officer or employee of each member of the Wider I-RES Group isor has at any time engaged in any activity, practice or conduct (or omitted to take any action); or b. any person that performs or has performed services for or on behalf of such company has at anytime while performing such services engaged in any activity, practice or conduct (or omitted to take anyaction),
in contravention of the Irish Criminal Justice (Corruption Offences) Act 2018, the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended to the extent material to the I-RES Group as a whole or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks, or any applicable anti-money laundering law;
2. any member of the I-RES Group is ineligible to be awarded any contract or business underregulation 57 of the Public Contracts Regulations 2015, regulation 80 of the Utilities Contracts Regulations 2016,regulation 57 of the Irish European Union (Award of Public Authority Contracts) Regulations 2016 or regulation 89of the Irish European Union (Award of Contracts by Utility Undertakings) Regulations 2016 (each as amended) orequivalent legislation in any other jurisdiction; 3. any:a. past or present member of the I-RES Group or any past or present director, officer or employee ofeach member of the I-RES Group, is or has at any time; or b. any person that performs or has performed services for or on behalf of such company is or has at anytime while performing such services,
directly or knowingly indirectly engaged in any activity, transaction, conduct or business which would violate applicable economic, financial, or trade sanctions or any applicable export control laws or made any investments in, made any funds or assets available to or received any funds or assets from:
a. any government, entity or individual in respect of which US, UK or EU persons, or persons operating inthose territories, are (or were at the time of such dealings, investments, or transactions) prohibited fromengaging in activities or doing business, or from receiving or making available funds or economic resources, by US,UK or EU (or any of its member states) or other applicable Laws, including the economic, financial, or tradesanctions administered by the United States Office of Foreign Assets Control, or HM Treasury; or b. any government, entity or individual targeted by any of the economic, financial, or trade sanctions ofthe United Nations, the UK or the EU (or any of their respective member states) or the United States Office ofForeign Assets Control or any other governmental or supranational body or authority in any jurisdiction or anyentity or individual acting on behalf of any of the foregoing (each a "Restricted Person");
4. any member, director, officer or employee of each member of the Wider I-RES Group is aRestricted Person or any person that performs services for or on behalf of any such company is or was a RestrictedPerson while performing such services; or 5. a member of the I-RES Group has engaged in a transaction which would cause any member ofthe BidCo Group to be in breach of any law or regulation on completion of the Acquisition, including the economicsanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or the IrishDepartment of Enterprise, Tourism and Employment, the Irish Department of Foreign Affairs and Trade, the IrishDepartment of Finance, the Central Bank of Ireland, the Irish courts or any government, entity or individualtargeted by any of the economic sanctions of the United Nations, United States, UK or the EU or any of its memberstates.
No criminal property
10. Except as Disclosed, BidCo not having discovered that any asset of any member of the Wider I-RES Groupconstitutes the proceeds of criminal conduct as defined by section 6 of the Criminal Justice (Money Laundering andTerrorist Financing) Act 2010, or proceeds of crime under any other applicable law, rule, or regulation concerningmoney laundering or proceeds of crime or any member of the Wider I-RES Group is found to have engaged in activitiesconstituting money laundering under the Proceeds of Crime Act 2002 or any applicable law, rule, or regulationconcerning money laundering.
Termination of the Transaction Agreement
11. The Transaction Agreement not having been terminated as a consequence of any of the following eventshaving occurred (such events (including those set out in the Condition in paragraph 11.9 below) being the eventsset out in the Transaction Agreement following the occurrence of which the Transaction Agreement may be terminatedin accordance with its terms):1. if the Acquisition is to be implemented by way of a Scheme, by either I-RES or BidCo, ifthe Scheme Meeting or the EGM have been completed and the Scheme Meeting Resolution or the EGM Resolutions(other than any Rule 16 Resolution), as applicable, have not been approved by the requisite majorities of I-RESShareholders; 2. by either I-RES or BidCo if the Effective Time has not occurred by 23:59 on the EndDate, provided that the right to terminate the Transaction Agreement under clause 9.1.2 of the TransactionAgreement shall not be available to a Party whose breach of any provision of the Transaction Agreement has beenthe primary cause of the failure of the Effective Time to have occurred by such time; 3. if the Acquisition is to be implemented by way of a Scheme, by either I-RES or BidCo, ifthe High Court declines or refuses to sanction the Scheme unless (a) the Parties agree within 30 days of suchdecision of the High Court that such decision shall be appealed (it being agreed that I-RES shall make such anappeal if requested to do so by BidCo) and (b) the Scheme Counsel appointed in accordance with clause 3.1.2 ofthe Transaction Agreement advises that such an appeal has a reasonable prospect of success (for the avoidanceof doubt, the provisions of clause 3.1.6 of the Transaction Agreement shall apply to such appeal); 4. by either I-RES or BidCo if an injunction has been entered permanently restraining,enjoining or otherwise prohibiting the consummation of the Acquisition and such injunction has become final andnon-appealable (provided that the right to terminate the Transaction Agreement under clause 9.1.4 of theTransaction Agreement shall not be available to a Party whose breach of any provision of the TransactionAgreement (including, for the avoidance of doubt, a breach of clause 7.3) has been the primary cause of suchinjunction); 5. by I-RES, if BidCo has breached or failed to perform in any material respect any of itscovenants or other agreements contained in the Transaction Agreement or any of its
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representations orwarranties set out in the Transaction Agreement having been materially inaccurate, which material breach,failure to perform or inaccuracy:a. would result in a failure of any Conditions; and b. is not reasonably capable of being cured by the End Date or, if curable, is not cured withinthirty (30) days or, if earlier, by the End Date following I-RES's delivery of written notice to BidCo ofsuch breach, failure to perform or inaccuracy (which notice shall state I-RES's intention to terminate theTransaction Agreement and the basis for such termination);
6. by BidCo, if I-RES has breached or failed to perform in any material respect any of itscovenants or other agreements contained in the Transaction Agreement or any of its representations orwarranties set out in the Transaction Agreement having been inaccurate, which breach, failure to perform orinaccuracy:a. would result in a failure of any Condition; and b. is not reasonably capable of being cured by the End Date or, if curable, is not cured withinthirty (30) days or, if earlier, by the End Date following BidCo's delivery of written notice to I-RES ofsuch breach, failure to perform or inaccuracy (which notice shall state BidCo's intention to terminate theTransaction Agreement and the basis for such termination);
7. by BidCo, in the event that an I-RES Change of Recommendation has occurred; 8. by I-RES upon written notice at any time following delivery of a Final RecommendationChange Notice under and in accordance with clause 5.2.6 of the Transaction Agreement; or 9. by mutual written consent of I-RES and BidCo, subject to the consent of the IrishTakeover Panel (if required).
Certain matters arising as a result of any arrangement, agreement, etc.
12. Except as Disclosed, there being no provision of any arrangement, agreement, licence, permit,authorisation, franchise, facility, lease or other instrument to which any member of the I-RES Group is a party orby or to which any such member or any of its respective assets is or may be bound, entitled or subject, which, inconsequence of the Acquisition or the proposed acquisition by any member of the BidCo Group of any I-RES Shares orother securities (or the equivalent) in or control of I-RES or any member of the I-RES Group or because of a changein the control or management of any member of the I-RES Group or otherwise, would or would be reasonably expectedto result in any of the following (in each case to an extent which is or would be material and adverse in valueterms in the context of the Wider I-RES Group taken as a whole):1. any monies borrowed by, or any other Indebtedness or liabilities (actual or contingent)of, or any grant available to any member of the I-RES Group being or becoming repayable, or becoming capable ofbeing declared repayable, immediately or earlier than their stated maturity date or repayment date, or theability of any such member to borrow monies or incur any Indebtedness being or becoming capable of beingwithdrawn or inhibited; 2. any such arrangement, agreement, licence, permit, authorisation, franchise, facility,lease or other instrument or the rights, liabilities, obligations or interests of any such member thereunderbeing terminated or adversely modified or affected or any obligation or liability arising or any action beingtaken or arising thereunder; 3. any asset or interest of any such member being or failing to be disposed of or chargedor ceasing to be available to any such member or any right arising under which any such asset or interest couldbe required to be disposed of or charged or could cease to be available to any such member otherwise than inthe ordinary course of business; 4. the creation, save in the ordinary course of business, or enforcement of any mortgage,charge or other security interest wherever existing or having arisen over the whole or any material part of thebusiness, property or assets of any member of the I-RES Group or any such mortgage, charge or other securityinterest becoming enforceable; 5. the rights, liabilities, obligations, interests or business of any member of the I-RESGroup under any such arrangement, agreement, licence, permit, authorisation, franchise, facility, lease orother instrument or the rights, liabilities, obligations or interests or business of any member of the I-RESGroup in or with any other firm or company or body or person (or any arrangement or arrangements relating toany such business or interests) being terminated or adversely modified or affected or any onerous obligation orliability arising or any adverse action being taken thereunder; 6. any material assets or interests of, or any asset the use of which is enjoyed by, anymember of the I-RES Group being or falling to be disposed of or charged or ceasing to be available to anymember of the I-RES Group or any right arising under which any such asset or interest would be required to bedisposed of or charged or would cease to be available to any member of the I-RES Group otherwise than in theordinary course of business; 7. any member of the I-RES Group ceasing to be able to carry on business in anyjurisdiction in which it currently operates; 8. the value of, or the financial or trading position of any member of the I-RES Groupbeing prejudiced or adversely affected; 9. the creation or acceleration of any liability or liabilities (actual or contingent) byany member of the I-RES Group, other than the creation of trade creditors or other liabilities incurred in theordinary course of business or in connection with the Acquisition; or 10. save as set out in the Transaction Agreement, any material liability of any member of theI-RES Group to make any severance, termination, bonus or other payment to any of the directors or otherofficers.
Certain events occurring since the Last Accounts Date
13. Except as Disclosed, and save as expressly permitted in accordance with the terms of the TransactionAgreement, no member of the I-RES Group having since the Last Accounts Date:1. save as between I-RES and wholly-owned Subsidiaries of I-RES or between suchwholly-owned Subsidiaries, issued, granted, conferred, or awarded or agreed to issue, grant, confer or award orauthorised or proposed the issue of additional shares of any class, or any rights or securities convertibleinto or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares,securities or convertible securities; 2. save for the Dividend, recommended, announced, declared, paid or made or proposed torecommend, announce, declare, pay or make any bonus issue, dividend or other distribution (whether in cash orotherwise) other than to I-RES or one of its wholly-owned Subsidiaries; 3. save for the Acquisition and transactions between I-RES and its wholly-ownedSubsidiaries or between such wholly-owned Subsidiaries, merged with (by statutory merger or otherwise) ordemerged from, or acquired any body corporate, partnership or business or acquired or disposed of, other thanin the ordinary course of business, or transferred, mortgaged or charged or created any security interest over,any material assets or any right, title or interest in any material asset (including shares and tradeinvestments) or authorised, proposed or announced any intention to do so in each case to an extent which ismaterial in the context of the I-RES Group taken as a whole; 4. save as between I-RES and its wholly-owned Subsidiaries or between such wholly-ownedSubsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capitalother than in the ordinary and usual course of carrying out its current banking activities and to the extentwhich is material in the context of the I-RES Group taken as a whole or in the context of the Acquisition; 5. issued, authorised or proposed the issue of any loan capital or debentures, or (save asbetween I-RES and its wholly owned Subsidiaries or between such wholly-owned Subsidiaries) incurred orincreased any Indebtedness or contingent liability over and above existing facilities currently available tothe I-RES Group and / or any member of the I-RES Group, in any such case otherwise than in a manner which ismaterially consistent with the business of the I-RES Group being conducted in the ordinary and usual course; 6. entered into, varied or announced its intention to enter into or vary any contract,transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise thanin the ordinary and usual course of business) which is of a long term, unusual or onerous nature, or magnitudewhich is, in any such case, material in the context of the I-RES Group taken as a whole or which would
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bematerially restrictive on the business of any material member of the I-RES Group or the Wider BidCo Group; 7. except in the ordinary and usual course of business, entered into or materially improvedthe terms of, or made any offer (which remains open for acceptance) to enter into or materially improve theterms of, any employment contract, commitment or terms of appointment with any I-RES Director or any personoccupying one of the Senior Management Team positions in the I-RES Group; 8. except in the ordinary and usual course of business, proposed, agreed to provide ormodified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment ortermination of employment of any employee of the I-RES Group, which in any such case would be material in thecontext of the incentive schemes operated by the I-RES Group; 9. made, agreed or consented to any significant change to the terms of the trust deeds(including the termination or partial termination of the trusts) constituting the pension schemes establishedfor its directors, employees or their dependants or the benefits which accrue, or to the pensions which arepayable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits orpensions are calculated or determined or to the basis on which the liabilities (including pensions) of suchpension schemes are funded or made, or agreed or consented to any change to the trustees involving theappointment of a trust corporation, or causing any employee of the I-RES Group to cease to be a member of anypension scheme by withdrawing as a participating employer in such pension scheme, or unlawfully terminating theemployment of any active member of a pension scheme, or making any employee member of the I-RES Groupredundant, or exercising any discretion under the provisions governing such pension scheme, which in any suchcase would be material in the context of the pension schemes operated by the I-RES Group; 10. save as between I-RES and wholly owned Subsidiaries of I-RES, purchased, redeemed or repaidor proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or,save in respect of the matters mentioned in sub-paragraph 13.1 above, made any other change to any part of itsshare capital to an extent which (other than in the case of I-RES) is material in the context of the I-RESGroup taken as a whole; 11. waived or compromised any claim otherwise than in the ordinary and usual course of businesswhich is material in the context of the I-RES Group taken as a whole; 12. save for voluntary solvent liquidations, taken or proposed any corporate action or had anylegal proceedings instituted or threatened against it in respect of its winding-up, dissolution, examination orreorganisation or for the appointment of a receiver, examiner, administrator, administrative receiver, trusteeor similar officer of all or any part of its assets or revenues, or (A) having been the subject of anyanalogous proceedings in any jurisdiction, or (B) appointed any analogous person in any jurisdiction (except,in each case, where the consequences thereof would not be material (in value terms or otherwise) in the contextof the I-RES Group taken as a whole); 13. altered the provisions of the memorandum and articles of association of any member of theI-RES Group the effect of which is material in the context of the I-RES Group taken as a whole; 14. been unable, or admitted in writing that it is unable, to pay its debts or having stopped orsuspended (or threatened to stop or suspend) payment of its debts generally, or commenced negotiations with oneor more of its creditors with a view to rescheduling or restructuring any of its Indebtedness, or ceased orthreatened to cease carrying on all or a substantial part of its business which is material in the context ofthe I-RES Group taken as a whole; 15. other than an action which the Irish Takeover Panel has given (or has confirmed that suchaction does not require) its consent for the purposes of Rules 21.1(a)(ii), 21.1(a)(iv) and 21.1(a)(v), takenany action which requires the consent of the Irish Takeover Panel or the approval of I-RES Shareholders ingeneral meeting in accordance with, or as contemplated by, Rule 21 of the Irish Takeover Rules; or 16. entered into any contract, commitment, arrangement or agreement otherwise than in theordinary course of business or passed any resolution or made any offer (which remains open for acceptance) withrespect to or announced any intention to, or proposed to, effect any of the transactions, matters or eventsreferred to in this Condition 13.
No Adverse Change, Litigation, Regulatory or Similar Proceedings
14. Except as Disclosed, since the Last Accounts Date:1. no adverse change or deterioration having occurred in the business, assets, financial ortrading position, or profits of any member of the I-RES Group which is material to the I-RES Group taken as awhole or is material in the context of the Acquisition and which has not arisen wholly or in all materialrespects as a result of the proposed Acquisition; 2. no litigation, arbitration proceedings, prosecution or other legal proceedings havingbeen threatened, announced, implemented or instituted by or against or remaining outstanding against or inrespect of any member of the I-RES Group or to which any member of the I-RES Group is or may become a party(whether as plaintiff or defendant or otherwise) and no enquiry, review or investigation by or complaint orreference to any Governmental Body against or in respect of any member of the I-RES Group having beenthreatened, announced or instituted or remaining outstanding which, in any such case, would be likely toadversely affect any member of the I-RES Group to an extent which is material to the I-RES Group taken as awhole or in the context of the Acquisition; 3. no contingent or other liability having arisen or being likely to arise or having becomeapparent to BidCo or having increased, which would be likely to adversely affect the business, assets,financial or trading position or profits of any member of the I-RES Group to an extent which is material to theI-RES Group taken as a whole or in the context of the Acquisition; 4. no enquiry or investigation by, or complaint or reference to, any Governmental Body orThird Party having been threatened, announced, implemented, instituted by or remaining outstanding against orin respect of any member of the I-RES Group which in any case is material in the context of the I-RES Grouptaken as a whole; 5. no steps having been taken and no omissions having been made which are likely to resultin the withdrawal, cancellation, termination or modification of any material licence, consent, permit orauthorisation held by any member of the I-RES Group which is necessary for the proper carrying on of itsbusiness and the withdrawal, cancellation, termination or modification of which is material and which haveaffected the I-RES Group taken as a whole or in the context of the Acquisition; 6. no member of the I-RES Group having conducted its business in breach of applicable lawsor regulations in a manner which is material in the context of the I-RES Group taken as a whole; and 7. no Governmental Body has proposed, enacted or made any statute, instrument, regulationor rule or given any ruling or judgment which would materially adversely affect the business, operations,assets, financial or trading position or profits of the I-RES Group.
No discovery of certain matters
15. Except as Disclosed, BidCo not having discovered that any financial, business or other informationconcerning the I-RES Group, that is material in the context of the I-RES Group as a whole and has been disclosedpublicly or disclosed to any member of the BidCo Group or its Representatives at any time prior to thisAnnouncement is misleading or contains any misrepresentation of fact or omits to state a fact necessary to makethat information not misleading and, in each case, such disclosure is likely to materially adversely affect theI-RES Group taken as a whole or in the context of the Acquisition.
No Change in Indebtedness; No Default
16. The aggregate outstanding Indebtedness of I-RES and its wholly-owned Subsidiaries is not greater than thetotal amount available to the I-RES Group under its existing available facilities. 17. Save as Disclosed, no member of the I-RES Group being in default under the terms or conditions of anyfacility or agreement or arrangement for the provision of loans, credit or drawdown facilities, or of any security,surety or guarantee in respect of any facility or agreement or arrangement for the provision of loans, credit ordrawdown facilities to any member of the I-RES Group (save where such default is not or would not be material (invalue terms or otherwise) in the context of the I-RES Group taken as a whole). 18. No options have been granted and remain unexercised under the I-RES LTIP other than those Disclosed.
Part B: Waiver and Invocation of the Conditions
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1. Subject to the requirements of the Irish Takeover Panel, BidCo reserves the right in its sole discretion(but shall be under no obligation) to waive (to the extent permitted by applicable Law), in whole or in part, allor any of the Conditions in paragraphs 4 to 18 (inclusive) of Part A of this Appendix I. 2. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference toany other Condition.
Part C: Implementation by way of Takeover Offer
1. BidCo reserves the right, subject to the terms of the Transaction Agreement and with the consent of theIrish Takeover Panel, to effect the Acquisition by way of a Takeover Offer in the circumstances described in andsubject to the terms of clause 3.6 of the Transaction Agreement. Without limiting clause 3.6 of the TransactionAgreement, in such event, such offer will be implemented on terms and conditions that are at least as favourable tothe I-RES Shareholders (except for an acceptance condition set at 90% of the nominal value of the I-RES Shares towhich such an offer relates and which are not already in the beneficial ownership of BidCo so far as applicable,which may be waived down to "50% plus one I-RES Share" by BidCo) as those which would apply in relation to theScheme.
2. In accordance with normal Irish market practice, and pursuant to Rule 14e-5(b) of US Exchange Act,members of the Wider BidCo Group, its nominees or its brokers (acting as agents), may from time to time makecertain purchases of, or arrangements to purchase, shares or other securities of I-RES outside of the US, otherthan pursuant to the Acquisition, until the date on which the Acquisition and / or Scheme becomes effective, lapsesor is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in privatetransactions at negotiated prices and in compliance with applicable law, including the US Exchange Act. Anyinformation about such purchases or arrangements to purchase will be disclosed as required in Ireland and will bereported to a Regulatory Information Service.
Part D: Certain further terms of the Acquisition
1. 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 andto be set out in the Scheme Document.
2. If BidCo is required to make an offer for I-RES Shares under the provisions of Rule 9 of the IrishTakeover Rules, BidCo may make such alterations to any of the conditions set out in Part A of this Appendix I aboveas are necessary to comply with the provisions of that Rule 9 of the Irish Takeover Rules. 3. As required by Rule 12(b)(i) of the Irish Takeover Rules, to the extent that the Acquisition would giverise to a concentration with a community dimension within the scope of the EU Merger Regulation, the Scheme shall,except as otherwise approved by the Irish Takeover Panel, lapse if the European Commission initiates proceedings inrespect of that concentration under Article 6(1)(c) of the EU Merger Regulation or refers the concentration to acompetent authority of an EEA member state under Article 9(1) of the EU Merger Regulation prior to the date of theScheme Meeting(s). 4. BidCo reserves the right for one or more of its Subsidiaries or another company directly or indirectlyowned by funds and accounts managed or advised by Barings from time to time to implement the Acquisition with theprior written approval of the Irish Takeover Panel. 5. Any references in the Conditions to a Condition being "satisfied" upon receipt of any order, clearance,approval or consent from a Governmental Body shall be construed as meaning that the foregoing have been obtained,or where appropriate, made, terminated or expired in accordance with the relevant Condition. 6. The availability of the Acquisition to persons not resident in Ireland may be affected by the laws of therelevant jurisdiction. Any persons who are subject to the laws of, or are otherwise resident in, any jurisdictionother than Ireland should inform themselves about and observe any applicable requirements. Further information inrelation to Overseas Shareholders will be contained in the Scheme Document. 7. If on, or after, the date of this Announcement and prior to the Effective Date, any dividend and / orother distribution and / or other return of capital other than the Dividend is announced, declared, made or paid orbecomes payable in respect of the I-RES Shares, (including any further distribution prior to the Effective Date asmay be required to maintain I-RES's REIT status), BidCo reserves the right to reduce the Offer Price by an amountper I-RES Share up to the amount of such dividend and / or distribution and / or return of capital (other than theDividend), in which case any reference in this Announcement or the Scheme Document to the Offer Price will bedeemed to be a reference to the Offer Price as so reduced. Any exercise by BidCo of its rights referred to in thisparagraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded asconstituting any revision or variation of the Acquisition. 8. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of,or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronictransmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state orother securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction. 9. This Announcement and any rights or liabilities arising hereunder, the Acquisition and the Scheme will begoverned by Irish law and be subject to the jurisdiction of the Irish courts. 10. This Announcement does not constitute, or form part of, an offer or invitation to purchase I-RES Sharesor any other securities.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Acquiring Transaction Notification Form" means a notification to the CBI in the prescribed form from any person proposing to have a Qualifying Holding in the Irish Regulated Entity, as required pursuant to the CBI's AIF Rulebook 2026 and any information, forms or supporting documents required to be submitted to the CBI as part of the acquisition of qualifying holdings procedure;
"Acquisition" means the proposed acquisition by BidCo of the I-RES Shares (other than the Excluded Shares) by means of the Scheme or a Takeover Offer (and any such Scheme or Takeover Offer as it may be revised, amended or extended from time to time) including the payment by BidCo of the Offer Price pursuant to the Scheme or such Takeover Offer, and the payment by I-RES of the Dividend, as described in this Announcement and provided for in the Transaction Agreement;
"Act" means the Companies Act 2014, all enactments which are to be read as one with, or construed or read together as one with the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force;
"Acting in Concert" has the meaning given to that term in Rule 2.1 of Part A of the Irish Takeover Rules, and " Concert Parties" shall mean two or more persons who are Acting in Concert;
"Announcement" means this announcement, made pursuant to Rule 2.7 of the Irish Takeover Rules, dated 9 November 2026, including its summary and appendices;
"Antitrust Law" means any federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade;
"Antitrust Order" means any legislative, administrative or judicial action, decree, judgment, injunction, decision or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or any other transactions contemplated by the Transaction Agreement under any Antitrust Law;
"Barings" means Baring International Investment Limited, a company incorporated in England and Wales with registered number 01426546 having its registered office at 20 Old Bailey, London, United Kingdom, EC4M 7BF, acting as an adviser to its affiliated investment funds, vehicles and separately managed accounts;
"Barings Group" means Barings and any Holding Companies or Subsidiaries or subsidiary undertakings (within the meaning of section 275 of the Companies Act 2014) of Barings or of any such Holding Company, any person or entity that is controlled by, controlling or under common control with Barings or any such Holding Company, any fund, managed accounts or vehicles managed or advised by that person or by any such Holding Companies or Subsidiaries and any new company or other body corporate incorporated or established by Barings or any of the foregoing entities for the purposes of the Acquisition and "member of the Barings Group" shall be construed accordingly;
"Barings Responsible Persons" means Darren Hutchinson and Jorge Duarte;
"BidCo" means Ireland Residential Holdings Limited, a company incorporated in Jersey with registered number 167679 having its registered office at 22 Grenville Street, St Helier, JE4 8PX, Jersey, indirectly wholly owned by funds and accounts managed or advised by Barings;
"BidCo Board" means the board of directors of BidCo from time to time and for the time being;
"BidCo Directors" means the members of the BidCo Board;
"BidCo Group" means BidCo, all of its Subsidiaries and Holding Companies and any other Subsidiary of any such Holding Company;
"Business Day" means a day, other than a Saturday, Sunday or public holiday on which clearing banks are open for the transaction of non-automated business in Dublin, London, New York, Massachusetts and Frankfurt;
"CBI" means the Central Bank of Ireland or any successor body thereto;
"CCPC" means the Irish Competition and Consumer Protection Commission;
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"Closing Price" means the closing price for an I-RES Share on Euronext Dublin (being the market on which I-RES Shares are quoted) on the Business Day to which the price relates, derived from Bloomberg;
"Competition Act" means the Competition Act 2002 (as amended);
"Conditions" means the conditions to the Scheme and the Acquisition set out in Appendix I to this Announcement, and "Condition" means any one of the Conditions;
"Confidentiality Agreement" means the non-disclosure agreement dated 27 September 2026 between Barings and I-RES, as it may be amended and restated and / or varied from time to time;
"Constitution" means the memorandum and articles of association of I-RES as in effect from time to time;
"Court Order" means the perfected order or orders of the High Court sanctioning the Scheme pursuant to Section 453 of the Act;
"Disclosed" means the information disclosed by or on behalf of I-RES:
a. in the I-RES Public Report; b. in this Announcement; c. in any other public announcement to a Regulatory Information Service by or on behalf of I-RES prior tothe date of this Announcement; d. fairly in the virtual data room hosted by McCann FitzGerald LLP Collaborate in connection with theAcquisition as made available to BidCo and its advisers (including in any replies in writing to requests forinformation and any correspondence in connection therewith) no later than 5:00 p.m. on the date prior to therelease of this Announcement; e. fairly in any management presentations or any formal, scheduled due diligence sessions with BidCo or itsRepresentatives; or f. otherwise fairly in writing by or on behalf of I-RES to BidCo prior to 3:00 a.m. (Irish time) on the dateof the release of this Announcement;
"Dividend" means 2.09 cent per issued I-RES Share;
"Dividend Record Date" means the date of entitlement of I-RES Shareholders to the Dividend which date will be confirmed and announced by I-RES and which date will be in advance of the Sanction Date;
"EEA" means the European Economic Area;
"Effective Date" means the date on which:
a. the Scheme becomes effective in accordance with its terms; or
b. if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer becomes or is declaredunconditional in all respects in accordance with the provisions of the Takeover Offer Documents and therequirements of the Irish Takeover Rules;
"Effective Time" means the time on the Effective Date at which the Scheme becomes effective in accordance with its terms, or, if the Acquisition is implemented by way of a Takeover Offer, the time on the Effective Date at which the Takeover Offer becomes or is declared unconditional in all respects in accordance with the provisions of the Takeover Offer Documents and the requirements of the Irish Takeover Rules;
"EGM" means the extraordinary general meeting of I-RES Shareholders (and any adjournment thereof) to be convened in connection with the Scheme and expected to be held as soon as the preceding Scheme Meeting(s) shall have been concluded or adjourned (it being understood that if the Scheme Meeting(s) is / are adjourned, the EGM shall be correspondingly adjourned);
"EGM Resolutions" means, collectively, the following resolutions to be proposed at the EGM:
i. an ordinary resolution to approve the Scheme and authorise the I-RES Board to take all such action as itconsiders necessary or appropriate to implement the Scheme; ii. the amendment of the Constitution; iii. such other resolutions as I-RES, acting with the prior written consent of BidCo (which consent may notbe unreasonably withheld, conditioned or delayed), considers to be necessary or desirable for the purposes ofimplementing the Scheme or the Acquisition; and iv. where required by the Panel, the Rule 16 Resolution;
"End Date" means 15 April 2027 or such later date as BidCo and I-RES may, with (if required) the consent of the Irish Takeover Panel, agree and (if required) the High Court may allow;
"EPRA" means the European Public Real Estate Association;
"EPRA NTA" means a measure of net asset value designed by EPRA to present the fair value of a company on a long-term basis, as defined in the EPRA Best Practices Recommendations Guidelines;
"EU" means the European Union;
"EU Merger Regulation" means Council Regulation (EC) No. 139/2004;
"euro" or "EUR" or "EUR" refers to euro, the lawful currency of Ireland;
"Euronext Dublin" means the Irish Stock Exchange plc, trading as Euronext Dublin;
"Euronext Dublin Listing Rules" means the Euronext Dublin Rule Book, Book I: Harmonised Rules and the Euronext Dublin Rule Book, Book II: Listing Rules published by Euronext;
"Excluded Shares" means any I-RES Shares to be listed in the Scheme Document as excluded from the Scheme, including those: (i) beneficially owned by BidCo or any other member of the BidCo Group (if any) or (ii) held by I-RES in treasury;
"FCA" means the Financial Conduct Authority of the United Kingdom;
"Final Closing Date" has the meaning given to that term in the Irish Takeover Rules;
"Final Recommendation Change Notice" has the meaning given to that term in clause 5.2.6 of the Transaction Agreement;
"Governmental Body" means any Irish, UK or other foreign national or supranational, federal, state, local or other governmental or regulatory authority, agency in any jurisdiction, commission, board, body, bureau, arbitrator, arbitration panel, or other authority in any jurisdiction, including courts and other judicial bodies, or any taxing, revenue, fiscal, competition, antitrust, foreign investment review or supervisory body, central bank or other governmental, trade or regulatory agency or body, securities exchange, stock exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of the foregoing, in each case, in any jurisdiction (provided it has jurisdiction over the applicable person or its activities or property);
"High Court" means the High Court of Ireland;
"Holding Company" has the meaning given to the term "holding undertaking" in Section 275 of the Act;
"IFRS" means the International Financial Reporting Standards adopted by the European Union;
"Indebtedness" means any and all:
a. indebtedness for borrowed money, whether current or funded, secured or unsecured, including thatevidenced by notes, bonds, debentures or other similar instruments (and including all outstanding principal,prepayment premiums, if any, and accrued interest, fees and expenses related thereto); b. amounts owed with respect to drawn letters of credit; c. cash overdrafts or other debit balances at banks or other financial institutions; d. receivables sold or discounted; e. outstanding guarantees or counter-indemnities of obligations of the type described in sub-clauses (a)through (c) above; f. outstanding deferred consideration; g. amounts raised under any forward sale or purchase, sale and sale back or sale and leaseback arrangement;
"Ireland" means the island of Ireland, excluding Northern Ireland (the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone), and the word "Irish" will be construed accordingly;
"Irish Regulated Entity" means IRES Fund Management Limited, a company incorporated in Ireland with registered number 539306, having its registered office at South Dock House, Hanover Quay, Dublin 2, Ireland;
"I-RES" means Irish Residential Properties REIT plc, a company incorporated in Ireland with registered number 529737, having its registered office at South Dock House, Hanover Quay, Dublin 2, Ireland;
"I-RES Alternative Proposal" has the meaning given to that term in the Transaction Agreement;
"I-RES Award Holders" means the holders of I-RES Awards;
"I-RES Awards" means any subsisting awards or options granted under the I-RES LTIP;
"I-RES Board" means the board of directors of I-RES from time to time and for the time being;
"I-RES Change of Recommendation" has the meaning given to that term in clause 5.2.5(c) of the Transaction Agreement;
"I-RES Directors" or "Directors" means the members of the I-RES Board;
"I-RES Group" means I-RES and its Subsidiaries, excluding the Owners' Management Companies;
"I-RES LTIP" means I-RES's 2024 Long Term Incentive Plan;
"I-RES Public Report" means the annual report and audited financial statements of I-RES for the twelve months ended 31 December 2025;
"I-RES Remuneration Committee" means the remuneration committee of the I-RES Board;
"I-RES Scheme Shares" means the I-RES Shares unconditionally allotted or issued at the Scheme Record Time, but excluding any Excluded Shares;
"I-RES Scheme Shareholders" means the holders of I-RES Scheme Shares immediately prior to the Effective Time;
"I-RES Shareholders" means the holders of I-RES Shares;
"I-RES Shares" means the ordinary shares of EUR0.10 each in the share capital of I-RES;
"I-RES Superior Proposal" has the meaning given to it in the Transaction Agreement;
"Irish Takeover Panel" or "Panel" means the Irish Takeover Panel established under the Irish Takeover Panel Act 1997;
"Irish Takeover Rules" means the Irish Takeover Panel Act, 1997, Takeover Rules, 2022;
"Irrecoverable VAT" means, in relation to any person, any amount in respect of VAT which that person (or a member of the same VAT Group as that person) has incurred and in respect of which neither that person nor any other member of the same VAT Group as that person is entitled to a refund (by way of credit or repayment) from any relevant Tax Authority pursuant to and determined in accordance with section 59 of the Value Added Tax Consolidation Act 2010 and any regulations made under that Act or similar provision in any other jurisdiction;
"Latest Practicable Date" means 5 November 2026;
"Last Accounts Date" means 31 December 2025;
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"Law" means any applicable national, federal, state, local, municipal, foreign, supranational, European Union or other law, statute, constitution, principle of common law, resolution, ordinance, code, agency requirement, licence, permit, edict, binding directive, decree, rule, regulation, judgment, order, injunction, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body;
"Offer Period" means the offer period (as defined by the Irish Takeover Rules) relating to I-RES, which commenced on 28 September 2026;
"Offer Price" means 136.51 cent per I-RES Share;
"Offeror Group" means BidCo and any Holding Companies or Subsidiaries or subsidiary undertakings (within the meaning of section 275 of the Companies Act 2014) of BidCo or Barings or of any such Holding Company, any person or entity that is controlled by, controlling or under common control with Barings or BidCo or any such Holding Company, any fund, managed accounts or vehicles managed or advised by that person or by any such Holding Companies or Subsidiaries and any new company or other body corporate incorporated or established by Barings or any of the foregoing entities for the purposes of the Acquisition;
"Overseas Shareholders" means holders of I-RES Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside Ireland;
"Owners' Management Companies" means companies limited by guarantee and incorporated in Ireland to own and maintain the common areas of developments and in which a member of the I-RES Group holds voting rights as a result of the acquisition by the I-RES Group of apartments or commercial space in certain residential rental properties in such developments;
"Party" means each party to the Transaction Agreement;
"PRA" means the Prudential Regulation Authority;
"Properties" means the properties which are the subject of the valuation reports prepared by the Valuers, set out in Appendix IV;
"Property Valuation Reports" means the property valuation reports set out in Appendix IV to this Announcement from each of CBRE and Savills and each a "Property Valuation Report"
"Qualifying Holding" means a direct or indirect holding in an alternative investment fund manager which represents 10 per cent or more of the capital or of the voting rights, in accordance with Articles 9 and 10 of Directive 2004/109/ EC, taking into account the conditions regarding aggregation of the holding laid down in Article 12(4) and (5) thereof or which makes it possible to exercise a significant influence over the management of the alternative investment fund manager in which that holding subsists;
"Registrar of Companies" means the Registrar of Companies in Dublin, Ireland, as defined in Section 2 of the Act;
"Regulatory Information Service" means the regulatory information service as defined in the Irish Takeover Rules;
"REIT" means a Real Estate Investment Trust, under section 705A of the Taxes Consolidation Act 1997;
"Representatives" means in relation to any person, the directors, officers, employees, agents, investment bankers, financial advisers, legal advisers, accountants, brokers, finders, consultants or representatives of such person or any of its Subsidiaries or Holding Companies;
"Resolutions" means collectively, the Scheme Meeting Resolution and the EGM Resolutions, which shall be set out in the Scheme Document;
"Restricted Jurisdiction" means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;
"Rule 16 Resolution" has the meaning given to it in the Transaction Agreement;
"Sanction Date" has the meaning given to that term in paragraph 2.3 of Part A of Appendix I;
"Scheme" means the proposed scheme of arrangement pursuant to Chapter 1 of Part 9 of the Act to effect the Acquisition pursuant to the Transaction Agreement, on the terms (including the Conditions) and in such form as is consistent with the terms set out in this Announcement and to be set out in the Scheme Document and on such other terms as I-RES and BidCo may mutually agree in writing (including any revision thereof as I-RES and BidCo may, with the consent of the Irish Takeover Panel and the High Court (in each case, as required), agree);
"Scheme Counsel" means Brian Kennedy SC, or such other barrister (of senior counsel standing) as may be agreed in writing between the Parties;
"Scheme Document" means a document (including any amendments or supplements thereto) to be distributed to I-RES Shareholders and, for information only, to the I-RES Award Holders containing:
a. the Scheme; b. the notice or notices of the Scheme Meeting(s) and EGM; c. an explanatory statement as required by Section 452 of the Act with respect to the Scheme; d. such other information as may be required or necessary pursuant to the Act, the Irish Takeover Rules orthe Euronext Dublin Listing Rules; and e. such other information as I-RES and BidCo may agree;
"Scheme Meeting" means the meeting or meetings of each class of I-RES Shareholders (including, but not limited to, as convened by the I-RES Board and / or as may be directed by the High Court pursuant to Section 450(5) of the Act) (and any adjournment thereof) convened by:
a. resolution of the I-RES Board; or b. order of the High Court,
in either case pursuant to Section 450 of the Act, to consider and vote on the Scheme Meeting Resolution;
"Scheme Meeting Resolution" means the resolution to be considered and voted on at the Scheme Meeting(s) for the purpose of approving and implementing the Scheme;
"Scheme Recommendation" means the unanimous recommendation of the I-RES Board that I-RES Shareholders vote in favour of the Scheme and all the Resolutions (or in the event the Acquisition is to be implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer);
"Scheme Record Time" means the time and date specified in the Scheme Document, as such, which is expected to be 6:00 p.m. (Irish time) on the Business Day immediately prior to the Effective Date;
"Senior Management Team" means the persons holding the office of Chief Executive Officer, Chief Financial Officer, Managing Director of Operations, Chief Operating Officer and General Counsel in the I-RES Group;
"Subsidiary" has the meaning given to the term "subsidiary undertaking" in Section 275 of the Act provided always that, in case of I-RES, the Owners' Management Companies shall not be considered to be Subsidiaries of I-RES;
"Takeover Offer" means an offer in accordance with clause 3.6 (Switching to a Takeover Offer) of the Transaction Agreement for the entire issued and to be issued ordinary share capital of I-RES (other than the Excluded Shares), not being a Scheme, including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Documents or (as the case may be) any revised offer document(s);
"Takeover Offer Document" means if, following the date of the Transaction Agreement, BidCo elects to implement the Acquisition by way of Takeover Offer (while the Transaction Agreement is continuing, in accordance with clause 3.6 of the Transaction Agreement), the documents to be sent to I-RES Shareholders and others by or on behalf of BidCo (or such other entity as BidCo may elect) containing, amongst other things, the Takeover Offer, the Conditions (save insofar as BidCo determines in accordance with clause 3.6 (Switching to a Takeover Offer) of the Transaction Agreement and this Announcement not to be appropriate in the case of a Takeover Offer) and certain information about members of the Offeror Group and I-RES and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;
"Tax Authority" means any Governmental Body responsible for the imposition, administration, levying, assessment, collection or enforcement of laws relating to taxes, or for making any decision or ruling on any matter relating to tax (including the Irish Revenue Commissioners);
"Third Party" means any Governmental Body or any other body or person whatsoever in any jurisdiction;
"Total Transaction Value" means 138.6 cent per I-RES Share;
"Transaction Agreement" means the Transaction Agreement, dated 9 November 2026, between BidCo and I-RES in relation to the implementation of the Scheme and the Acquisition, as it may be amended and restated or supplemented from time to time in accordance with its terms including the schedules thereto;
"UK" means the United Kingdom;
"US" means the United States of America;
"US Exchange Act" means the US Securities Exchange Act of 1934, as amended;
"Valuers" means CBRE and Savills and each a "Valuer"
"VAT" means any tax imposed by any member state of the European Community in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC) and any tax similar to or replacing same;
"VAT Group" means a group as defined in Section 15 of the Value Added Tax Consolidation Act 2010 and any similar VAT grouping arrangement in any other jurisdiction;
"Voting Record Time" means the time and date to be specified as such by reference to which entitlement to vote at the Scheme Meeting and at the EGM will be determined;
"Wider BidCo Group" means Barings and any other member of the Barings Group, and BidCo and any other member of the BidCo Group, including in each case any associated undertakings in which any member of the Barings Group or the BidCo Group (aggregating their interests) is interested, and for these purposes "associated undertakings" has the meaning given thereto by the Act; and
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"Wider I-RES Group" means I-RES, any member of the I-RES Group and associated undertakings in which any member of the I-RES Group (aggregating their interests) is interested, and for these purposes "associated undertakings" has the meaning given thereto by the Act.
Any references to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.
Words importing the singular shall include the plural and vice versa and words denoting one gender shall include all genders.
All times referred to in this Announcement are Irish times unless otherwise stated.
APPENDIX III
SOURCES AND BASES OF INFORMATION
In this Announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information are as described below.
1. The financial information relating to I-RES is extracted from the I-RES Public Report. 2. I-RES had 524,442,218 I-RES Shares in issue at the close of business on the Latest Practicable Date. 3. The fully diluted ordinary share capital of I-RES (being 527,184,239 I-RES Shares) is based on:a. the number of issued I-RES Shares set out in paragraph 2 above; plus b. 2,742,021 I-RES Shares which may be issued on or after the date of this Announcement to satisfy theexercise of options or vesting of awards granted or agreed to be granted under the I-RES LTIP.
4. The Total Transaction Value valuation of approximately EUR731 million on a fully-diluted basis attributedto the entire issued and to be issued share capital of I-RES is calculated as the aggregate of:a. the Offer Price of 136.51 cent per I-RES Share, multiplied by the fully diluted ordinary sharecapital of I-RES as set out in paragraph 3 above; and b. the Dividend of 2.09 cent per I-RES Share multiplied by the number of issued I-RES Shares as set outin paragraph 2 above.
5. The premium calculations to the price per I-RES Share used in this Announcement have been calculated byreference to:a. the volume-weighted average price of 111.2 cent per I-RES Share for the three-month period ended 25September 2026 (being the undisturbed period prior to commencement of the Offer Period); b. the volume-weighted average price of 106.2 cent per I-RES Share for the six-month period ended 25September 2026 (being the undisturbed period prior to commencement of the Offer Period); c. the volume-weighted average price of 103.5 cent per I-RES Share for the twelve-month period ended 25September 2026 (being the undisturbed period prior to commencement of the Offer Period); d. the Closing Price of 106.0 cent per I-RES Share on 25 September 2026 (being the last Business Dayprior to commencement of the Offer Period).
6. Unless otherwise stated, all prices for I-RES Shares are the Closing Price for the relevant dates. 7. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearestsingle decimal place. 8. The EPRA NTA of 138.6 cent per I-RES Share as at 30 June 2026 is based on the independent valuations ofI-RES's assets by the Valuers as at 30 June 2026.
0.
APPENDIX IV
Property Valuation Reports of the Valuers
pursuant to Rule 29.1(a) of the Irish Takeover Rules
Valuation Report
provided by
CBRE Advisory (IRL) Limited,
Connaught House, Burlington Road, Dublin 4
(hereinafter referred as "we", "us" or "our")
in respect of
Certain property assets within Irish Residential Properties REIT plc Portfolio
(hereinafter referred as the "Portfolio" or the "Properties")
Valuation Date: 30 June 2026
Date of Report: 6 November 2026
Contents
Terms of Reference
Appendices
Appendix: Valuation Principles and Assumptions
Appendix: Valuation Summary
Residential Properties Held for Investments as of 30 June 2026
Retail / Office Properties Held for Investments as of 30 June 2026
Terms of Reference
The Directors
Irish Residential Properties REIT plc
South Dock House
Hanover Quay
Dublin 2 D02 XW94
(referred to as the "Company")
Rothschild & Co
New Court
St Swithin's Lane
London
EC4N 8AL
United Kingdom
(in their capacity as Financial Adviser, Rule 3 Financial Adviser)
BARCLAYS BANK PLC, acting through its Investment Bank
Addressees
1 Churchill Place
London
E14 5HP
United Kingdom
(in their capacity as Financial Adviser, Rule 3 Financial Adviser and Joint Corporate Broker)
J&E Davy
49 Dawson Street
Dublin 2
D02 PY05
Ireland
(in their capacity as Financial Adviser, Rule 3 Financial Adviser and Joint Corporate Broker)
(collectively referred to as the "Addressees")
In accordance with our engagement letter entered into with the Company dated 22 October 2026 (the
"Engagement Letter") we have considered the Properties listed below in order to provide you with our
opinion of Market Value of the freehold / equivalent long leasehold interests held in the Properties
as at 30 June 2026 (the "Valuation Date")..
We have been appointed to undertake valuations of each of the Properties (the "Valuations") in
Instruction accordance with the RICS Valuation - Global Standards (incorporating the International Valuation
Standards) (the "RICS Red Book") and the requirements of Rule 29 of the Irish Takeover Panel Act
1997, Takeover Rules 2022 (the "Irish Takeover Rules"). This Valuation Report and its appendices (the
"Valuation Report") are provided in accordance with the Engagement Letter.
You have instructed us to act as an External Valuer as defined in the current version of the RICS
Valuation - Global Standards and as an "independent valuer" for the purposes of Rule 29 of the Irish
Takeover Rules.
Residential Investments
South Dublin
Beacon South Quarter, Sandyford, Dublin 18
Gates, Sandyford, Dublin 18
Time Place, Sandyford, Dublin 18
Tara View, Merrion Road, Dublin 4
Elm Park Green, Merrion Road, Dublin 4
Beechwood Court, Stillorgan, Co Dublin
Belville Court, Cabinteely, Co Dublin
City Centre
Kings Court, Smithfield, Dublin 7
The Marker, Grand Canal Square, Dublin 4
City Square, Gloucester Street, Dublin 2
The School Yard, Bakers Yard, Dublin 1
North Dublin
Charlestown Place, Finglas, Dublin 11
Ashbrook, Clontarf, Dublin 3
Richmond Gardens, Fairview, Dublin 3
The Coast, Baldoyle, Dublin 13
The Properties
Taylor Hill, Balbriggan, Co Dublin
Semple Wood, Donabate, Co Dublin
West Dublin
Lansdowne Gate, Drimnagh, Dublin 8
Tyrone Court, Inchicore, Dublin 8
Camac Crescent, Inchicore, Dublin 8
Commercial Investments
Beacon South Quarter, Sandyford, Dublin 18
The School Yard, Bakers Yard, Dublin 1
The Marker, Grand Canal Square, Dublin 4
Kings Court, North King Street, Dublin 7
City Square, Gloucester Street, Dublin 2
The Portfolio comprises of 20 private rented residential investment apartment schemes. Five of the
schemes have ancillary commercial retail investment units.
We understand that the Company has fractional ownership of the majority of the apartment blocks, but
we understand that the units in ownership are 100% owned by the Company.
A 100% stake is held in Kings Court, Ashbrook, Richmond Gardens, Tara View, The Gates and The School
Yard.
The Valuations are for the purpose of providing an opinion on the valuation of the Properties for the
Purpose of purposes of Rule 29 of the Irish Takeover Rules for inclusion in any offer document, scheme circular
Valuation or other document issued by the Company in connection with the proposed acquisition of the entire
issued and to be issued share capital of the Company to the extent required by the Irish Takeover
Rules. We understand that the Valuation Report will be included in the Rule 2.7 Announcement and a
scheme circular to be published in due course (the "Scheme Document"), subject to our consent as set
out below. We acknowledge that our Valuation Report will be published on a website in accordance with
Rule 26.3 of the Irish Takeover Rules, subject to our consent as set out below. Our valuations are
provided solely for this intended use and no other purpose or use is permitted.
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The basis of value for this Valuation Report, as required by the Irish Takeover Rules, is Market
Value as defined in the current edition of the RICS Valuation - Global Standards. The definitions are
set out in full in the Valuation Principles and Assumptions in Section 4.
Basis of Value The valuations will be prepared in accordance with the International Valuations Standards and in
accordance with Rule 29 of the Irish Takeover Rules. In addition to any required confirmations
pursuant to Rule 29 of the Irish Takeover Rules, we will include the following confirmations in the
Valuation Reports: (a) we confirm that the valuations and the Valuation Reports have been prepared in
accordance with the requirements of Rule 29 of the Irish Takeover Rules; and (b) the Properties have
been valued by valuers who are professionally qualified, suitably experienced and have the
appropriate competence to carry out the valuation in accordance with the requirements of the Red Book
and Rule 29 of the Irish Takeover Rules.
EUR689,890,000 (Six Hundred and Eighty-Nine Million Eight Hundred and Ninety Thousand Euro)
Exclusive of purchaser's costs and VAT (but inclusive of any VAT that may be applicable to the
residential asset).
The aggregate value is broken down into the following segments:
Market Value as i. Total residential properties: EUR670,570,000 (Six Hundred and Seventy Million Five
of 30 June 2026 Hundred and Seventy Thousand Euro)
ii. Total office / retail properties: EUR19,320,000 (Nineteen Million Three Hundred and
Twenty Thousand Euro)
"This Valuation is a professional opinion and is expressly not intended to serve as a warranty,
assurance or guarantee of any particular value of the Properties. Other valuers may reach different
conclusions as to the value of the Properties. This Valuation is for the sole purpose of providing
the intended user with the valuer's independent professional opinion of the value of the Properties
as at the Valuation Date.
For the avoidance of doubt, we have valued the Properties as real estate and the values reported
above represent 100% of the Market Values of the assets. There are no negative values to report.
An Assumption is defined in the Red Book Glossary and VPS 4 to be a "supposition taken to be true"
(an "Assumption").
Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation
that it has been agreed need not be verified by the valuer as part of the valuation process.
Assumptions are made when it is reasonable for the valuer to accept that something is true without
the need for specific investigation.
The Company has confirmed and we confirm that our Assumptions are correct as far as the Company and
we, respectively, are aware. In the event that any of these Assumptions prove to be incorrect then
our valuations should be reviewed. The principal Assumptions which we have made are stated within
Assumptions this Valuation Report.
The Properties' details on which each Valuation are based are as set out in this report. We have made
various assumptions as to tenure, letting, taxation, town planning, and the condition and repair of
buildings and sites - including ground and groundwater contamination - as set out below.
If any of the information or assumptions on which the Valuation is based are subsequently found to be
incorrect, the Valuation figures may also be incorrect and should be reconsidered.
For the avoidance of doubt, the Assumptions made do not affect compliance with the approach to Market
Value under the Red Book.
Variations and/or
departures from None
Standard
Assumptions
Our primary valuation methodology is the net income capitalisation approach in order to determine the
Market Value (Investment Value) as at the Valuation Date. We have benchmarked our opinion of ERV for
each individual unit against evidence within the subject property as well as comparable evidence in
the Dublin market. We have then deducted operational costs to calculate the Net Operating Income
(NOI) and applied an appropriate net yield derived from market evidence and professional opinion.
Valuation Typically, in the Irish market, valuations of multi-unit residential properties are valued using the
Approach investment method, taking account of rent control legislation. As a cross check on value we have also
carried out a bench marking exercise, comparing the rate psf, rate per unit and net initial yields
which is presented in this section.
We have valued the schemes individually and no account has been taken of any discount or premium that
may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously,
either in lots or as a whole
We have arrived at our opinion of Market Value adopting the following approaches (as defined in the
latest version of the RICS Global - Valuation Standards):
Valuation -- The market approach, comparing the subject asset with market transactions in the same,
Methodology or closely similar, type of asset within an appropriate time horizon.
-- The income approach, based on capitalisation or conversion of present and predicted
income (cash flows), which may take a number of different forms, to produce a single current
capital value.
Inspections of all the properties then in ownership was undertaken. The inspections were undertaken
by Bruce Campbell MSCSI MRICS, Gemma Gallagher MSCSI MRICS and Olivia Farrell MSCSI MRICS.
Update inspections of the residential assets were more recently carried out as detailed in the below
schedule. The inspections were undertaken by Bruce Campbell MSCSI MRICS, Gemma Gallagher MSCSI MRICS,
Linda Ivanova MSCSI MRICS and Ellen O'Shea.
With regard to all internal inspections, we have inspected a representative sample of individual
units in each of the schemes.
Property Code Property Inspection Date
70013 Beacon South Quarter 21st May 2025
70040 Beechwood Court 21st May 2025
70030 Elmpark Green 21st May 2025
70061 Tara View, Merrion Rd 21st May 2025
70060 The School Yard, Portland Street 26th May 2025
70048 Belville Court, Cabinteely 21st May 2025
Inspection 70041 Time Place, Sandyford 21st May 2025
70011 Charlestown Place, Finglas 26th May 2025
70059 Ashbrook, Clontarf 26th May 2025
70004 Kings Court, Smithfield 15th May 2024
70008 The Marker, Grand Canal Square 15th May 2024
70029 City Square, Gloucester Street 15th May 2024
70045 Richmond Gardens, Fairview 15th May 2024
70037 The Coast, Baldoyle 15th May 2024
70012 Lansdowne Gate, Drimnagh 27th May 2026
70024 Tyrone Court, Inchicore 27th May 2026
70003 Camac Crescent, Inchicore 27th May 2026
70038 Taylor Hill, Balbriggan 26th May 2025
70039 Semple Wood, Donabate 26th May 2025
We have carried out our work based upon information as supplied for our initial valuation report
dated 31st December 2018 and subsequent reports dated every six months to 30 June 2026.
For the purpose of this updated Valuation we have been supplied with the following information by
Irish Residential Properties REIT Plc, which we have assumed to be correct and comprehensive. The
below list is not exhaustive.
Information provided included:
Sources of Information
-- Rent Roll as at 30 June 2026 (CBRE)
-- 2026 Commercial Tenancy Schedule (CBRE)
-- Parking Income 2026 - BCP (CBRE) May-26 YTD Annualised
-- 2026 LPT for Valuations as at 30 June 2026 (CBRE)
-- BER Schedule (CBRE) BSQ split
-- New Leasing Performance post 1 March (ERVs achieved) June YTD
-- New Lettings Capex (CBRE) updated May YTD
-- Nexus Disposals (CBRE) as at 30 June 2026
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-- OMC & Non-OMC SVC - HY Valuations 2026 (CBRE) BSQ Split
-- Special CAPEX_30 June 2026
We have relied upon the information provided to us as being fully accurate.
Due to ongoing tensions the Middle East, there is heightened global economic uncertainty. The
situation remains extremely fluid with a variety of possible outcomes. Potential risks include the
impact on energy infrastructure in the Gulf states and the transit of oil and gas through the Strait
of Hormuz. There are implications for global supply chains, as well as the cost of capital and
transaction activity.
The financial markets are pricing in significantly higher levels of inflation that will likely see
a tightening of monetary policy in the coming months.
Current Market Conditions
Experience has shown that consumer and investor behaviour can quickly change during periods of
heightened volatility. Lending or investment decisions should consider the potential for a
continuation of recent volatility, which may affect market conditions disproportionately, depending
on asset class.
It is important to note that the conclusions set out in this report are valid as at the valuation
date only. Where appropriate, we recommend that the valuation is closely monitored, as we continue to
track how markets respond to evolving events.
The total fees, including the fee for this assignment, earned by CBRE Advisory (IRL) Limited (or
other companies forming part of the same group of companies within CBRE Limited) from the Company (or
other companies forming part of the same group of companies) is less than 5.0% of the total Irish
Independence revenues.
We confirm that we do not have any material interest in the Company or the Properties.
Portfolios and We have valued the Properties as individual apartment schemes and no account has been taken of any Aggregation discount or premium that may be negotiated in the market if all or part of the portfolio was to be
marketed simultaneously, either in lots or as a whole.
We confirm we have previously valued the properties on the Company's behalf on a semi-annual basis
since December 2018.
We do not consider that this current or previous involvement represent a conflict of interest.
CBRE shall keep confidential the valuations supplied by it to IRES. In the event of CBRE being
approached during the currency of this Agreement by a third party to act or provide advice in
relation to a property owned by the REIT, CBRE shall not act on behalf of the third party without
informing IRES of the approach and agreeing an appropriate course of action. In the event of IRES
being agreeable to CBRE advising the third party we hereby confirm, as a condition of such agreement,
that:
(i) the same persons who carries out the valuations shall not act on behalf of the third party;
(ii) we shall ensure that the valuations shall not be disclosed or revealed internally to members
of CBRE acting for the third party or to the third party; and
(iii) we shall ensure that the valuations are not stored in electronic format so as to be
accessible by the members of CBRE other than those carrying out the valuations.
Previous Involvement and Conflicts of We have disclosed the relevant facts concerning a conflict of interest to you and the other Interest clients involved, and have received everyone's written, informed consent that it is in order for us
to carry out the instruction and that the conflict can be resolved by the implementation of
Information Barriers between the relevant parties involved
We have previously valued the following properties for bank lending:
-- Camac Crescent, Turvey Avenue, Inchicore, Dublin 8
-- Grande Central, Sandyford, Dublin 18
-- Priorsgate, Greenhills Road, Dublin 24
-- Kingscourt, North King Street, Dublin 7
-- The Laurels, Main Street, Tallaght, Dublin 24
-- Beacon South Quarter, Sandyford, Dublin 18
-- Charlestown, Finglas, Dublin 11
-- Lansdowne Gate, Drimnagh, Dublin 12
-- Bakers Yard, Portland Street, Dublin 1
-- The Marker Residences, Grand Canal Dock, Dublin
We do not consider that this previous involvement represents a conflict of interest. Nor are we
aware of any conflicts of interests that would prevent us from exercising the required levels of
independence and objectivity.
We confirm that neither the valuers named below, nor CBRE, have any personal interest in the
Company, any of the Subject Property or the outcome of the Valuations which would cause us or them to
cease to qualify as an "independent valuer" for the purposes of Rule 29.1(a) of the Irish Takeover
Rules.
The principal signatory of this report has continuously been the signatory of Valuations for the
same Addressee and Valuation purpose as this report since 2018.
Disclosures
CBRE Advisory (Irl) Limited has continuously been carrying out Valuation instructions for the
Addressee of this report since 2018.
We confirm that we have a Rotation Policy in place in accordance with the current edition of the
Rotation RICS Valuation -Global Standards. Furthermore, we confirm that the period for which CBRE has valued Policy the assets for the same regulated purpose does not currently exceed 10 years, and that the period
CBRE will have valued the assets for at the expiration of this contract will not exceed a maximum
period of 10 years.
We recommend that before any financial transaction is entered into based upon these Valuations,
you obtain verification of any third-party information contained within our report and the validity
of the assumptions we have adopted.
Verification
We would advise you that whilst we have valued the Property reflecting current market conditions,
there are certain risks which may be, or may become, uninsurable. Before undertaking any financial
transaction based upon this Valuation, you should satisfy yourselves as to the current insurance
cover and the risks that may be involved should an uninsured loss occur.
The contents of this Report may only be relied upon by:
i. Addressees of the Report; and ii. Parties who have received prior written consent from CBRE in the form of a relianceletter;
Reliance and for the specific purpose set out herein and no responsibility is accepted to any third party for Responsibility the whole or any part of its contents, to the fullest extent permitted by law and the Takeover Rules.
For the purposes of the Irish Takeover Rules, we are responsible for this Valuation Report and
accept responsibility for the information contained in this Valuation Report and confirm that to the
best of our knowledge the information contained in this Valuation Report is in accordance with the
facts and this Valuation Report makes no omission likely to affect its import. This Valuation Report
complies with Rule 29 of the Irish Takeover Rules.
Neither the whole nor any part of our report nor any references thereto may be included in any
published document, circular or statement nor published in any way without our prior written approval
of the form and context in which it will appear.
Publication
Such publication of, or reference to this report will not be permitted unless it contains a
sufficient contemporaneous reference to any departure from the Red Book or the incorporation of the
special assumptions referred to herein.
Bruce Campbell Linda Ivanova
MSCSI MRICS Registered Valuer MSCSI MRICS Registered Valuer
+35387 2435070 +3538 70573126
The Responsible Valuer
Bruce.Campbell2@cbre.com Linda.Ivanova@cbre.com
For and on behalf of CBRE Advisory (IRL) For and on behalf of CBRE Advisory (IRL)
Limited Limited
You have instructed us to act as an External Valuer as defined in the current version of the RICS
Valuation - Global Standards (the "Red Book").
The Properties have been valued by the valuers above who are qualified for the purpose of the
valuation in accordance with the Red Book. We confirm that we have sufficient local and national
knowledge of the particular property market involved and have the skills and understanding to
undertake the valuation competently.
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Further information on our Valuation Principles and Assumptions can be found in the Appendices.
Appendices
Appendix: Valuation Principles and Assumptions
Set out below are the general principles upon which our valuations and reports are prepared, and which will apply unless specifically mentioned otherwise in the body of the report. These Valuation Principles and Assumptions should be read in conjunction with the CBRE Standard Terms of Business and the rest of these Terms of Engagement.
0. We confirm that:
a. the personnel responsible for this valuation instruction are in a position to
provide an objective and unbiased valuation
0. THE b. they have the skills and understanding to undertake the valuation competently
RESPONSIBLE
VALUERS c. they are RICS Registered Valuers.
1. Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a list of those valuers will be
retained within the working papers, together with confirmation that each named valuer complies
with the requirements of the Red Book.
0. The definition of 'Market Value' in the RICS Valuation - Global Standards (the
"Valuation Standards") is: "The estimated amount for which an asset or liability should exchange
on the Valuation Date between a willing buyer and a willing seller in an arm's-length transaction
after proper marketing and where the parties had each acted knowledgeably, prudently and without
compulsion."
0. It should be noted that the interpretive commentary of the Valuation
Standards makes it clear that, amongst other things, the valuation assumes that the
appropriate marketing period had occurred prior to the Valuation Date and that simultaneous
exchange and completion of the sale took place on the Valuation Date. Our valuations are,
therefore, based upon the facts and evidence available as at the Valuation Date.
1. We would also draw your attention to the fact that we are required to
assume that the buyer will purchase in accordance with the realities of the current market -
and with current market expectations - and that the seller will sell the Property at market
terms for the best price attainable in the open market after proper marketing, whatever that
price may be.
2. The valuation represents the figure that would appear in a hypothetical
contract of sale at the Valuation Date. No adjustment has been made to this figure for any
expenses of acquisition or realisation - nor for taxation which might arise in the event of a
disposal. No account has been taken of any inter-company leases or arrangements, or of any
mortgages, debentures or other charge.
1. The definition of 'Fair Value' within International Financial Reporting Standard 13
(IFRS 13) is "The price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date."
2. We confirm that "Fair Value", for the purpose of financial reporting under IFRS 13,
is effectively the same as "Market Value".
3. The definition of 'Equitable Value' within the current edition of the International
Valuation Standards is "The estimated price for the transfer of an asset or liability between
identified knowledgeable and willing parties that reflects the respective interests of those
parties." It is not an appropriate basis of value for financial reporting purposes - being
commonly used in litigation.
4. The definition of 'Investment Value' in the Valuation Standards is "The value of an
asset to the owner or a prospective owner for individual investment or operational objectives".
It reflects the circumstances and financial objectives of the entity for which the Valuation is
1. being produced. The difference between the Investment Value of an asset and its Market Value
VALUATION provide the motivation for buyers or sellers to enter the market. The valuation prepared on the
BASES basis of Investment Value reflects the benefits received by an entity from holding the asset and,
therefore, does not necessarily involve a hypothetical exchange. If you have requested an
Investment Value, we will assume that this valuation advice will be used purely for internal
purposes and will not be communicated to any third party. We assume this exercise is required in
order to assist you to determine a price that should be accepted by you in the circumstances set
out within these Terms of Engagement. We would draw your attention to the fact that although we
can assist you in in determining the price that should be accepted in the circumstances outlined
in these Terms of Engagement, this is, ultimately, a commercial judgment that can only be made by
the vendor. Our assumption is that all due diligence required for marketing purposes has been
carried out prior to the assumed marketing period..
5. The definition of 'Liquidation Value' in the current edition of the International
Valuation Standards is "the amount that would be realised when an asset or group of assets are
sold on a piecemeal basis. Liquidation value should take into account the costs of getting the
assets into saleable condition as well as those of the disposal activity." Liquidation value can
be determined under two different premises of value:
0. an orderly transaction with a typical marketing period
1. a forced transaction with a shortened marketing period
6. The definition of 'Market Rent' in the Valuation Standards is "The estimated amount
for which an interest in real property should be leased on the Valuation date between a willing
lessor and a willing lessee on appropriate lease terms in an arm's length transaction, after
proper marketing and where the parties had each acted knowledgeably, prudently and without
compulsion"
7. Rental values will be adopted as appropriate in assessing the capital value and are
not necessarily appropriate for other purposes. They will not necessarily accord with the
definition of 'Market Rent' in the Valuation Standards - which is normally used to indicate the
amount for which a vacant property may be let, or for which a let property may be re-let when the
existing lease terminates. Market Rent is not a suitable basis for setting the amount of rent
payable under a rent review, where the definitions and assumptions in the lease must be used.
8. The definition of 'Synergistic Value' within the current edition of the
International Valuation Standards is "the result of a combination of two or more assets or
interests where the combined value is more than the sum of the separate values." If the synergies
are only available to one specific buyer then Synergistic Value will differ from Market Value, as
the Synergistic Value will reflect particular attributes of an asset that are only of value to a
specific purchaser. The added value above the aggregate of the respective interests is often
referred to as 'marriage value'.
0. The reinstatement cost is the estimated current cost of replacing an asset with its
modern equivalent, without deductions for age-related depreciation, demolition, site clearance,
loss of income, fixtures and fittings.
1. Where CBRE has been instructed to provide a reinstatement cost assessment, this
will be a desktop estimated range of the reinstatement cost of the Property which shall be
calculated by using BCIS data (or equivalent indices). We would highlight that BCIS (or
equivalent indices) only provides a generic view of an asset, as opposed to a property specific
analysis involving a site visit, and that a formal detailed exercise undertaken by a specialist
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2. team (including a site visit) may have materially different findings.
REINSTATEMENT 2. Please note, that any assessment of reinstatement cost will be provided on a
ESTIMATE desktop non-reliance, estimate only basis, and shall be for internal purposes only. It will not
be completed by a qualified building surveyor and the Property will not be inspected for this
purpose. This assessment also falls outside RICS Standards and Guidance. Should you require a
more detailed review or a formal exercise with reliance, we can connect you with the relevant
specialist team within CBRE.
3. We will not provide reinstatement cost assessments for listed buildings/buildings
of historical significance or buildings of a specialist nature.
4. We will provide Day One reinstatement cost assessments based on areas provided by
yourselves or your professional advisors, multiplied by the BCIS (or equivalent indices) costs
for commensurate buildings, including any geographic/regional indexation.
0. We will make relevant enquiries of letting and selling agents in addition to
using our own market databases to form our opinion of value. In addition, we will use publicly
available sources for planning, environmental and other statutory information. These sources
will be relied upon without further verification.
1. We will assume that where any information relevant to our valuation is supplied
3. by you, or by any third party at your instigation, it is correct and comprehensive, and can be
SOURCES OF safely relied upon by us in preparing our valuation. If any of the information or assumptions
INFORMATION on which the valuation is based are subsequently found to be incorrect, the valuation figures
may also be incorrect and should be reconsidered.
2. We will comment where we have been unable to verify information and the extent of
our reliance on this information.
3. We would recommend that before any financial transaction is entered into based on
the valuation, you obtain verification of any third-party information provided. We also
recommend that you check the validity of the assumptions we have adopted in our report (where
we have been unable to verify the facts through our own observations or experience).
0. We undertake such inspections and investigations as are, in our opinion,
necessary to produce a valuation which is professionally adequate for its purpose.
1. Where we conduct a full internal and external inspection, we will inspect all
accessible parts.
2. Where we carry out an external inspection only, or we are not inspecting the
4. Property, we will value the Property adopting the assumptions concerning the state of the
INSPECTIONS Property as set out within the valuation.
3. Where we have not inspected the Property and have not been provided with
sufficient information to enable us to conduct a desktop valuation, our opinion of value is
subject to review, following an internal inspection.
4. Where we have previously inspected the Property internally and externally, but
have not re-inspected for this instruction, you will have confirmed that you are not aware of
any material changes to the physical attributes of the Property, or the nature of its location,
since the last inspection. We have assumed this advice to be correct.
0. Unless specifically instructed, we do not undertake a measured site survey but
may calculate site areas by reference to the identified boundaries of the Property and the
appropriate plans.
5. FLOOR 1. Unless stated otherwise in the report, we will adopt the floor areas to be
AREA AND provided by the Property owner or your professional advisors which we will assume to be correct
MEASUREMENT and comprehensive and measured in accordance with the latest edition of the RICS Code of
Measuring Practice and IPMS: All Buildings. Where possible, we will carry out check
measurements of a sample in order to verify areas provided.
2. If a material difference in floor areas is found or appears probable within the
available sources, we will need to discuss whether a full re-referencing is required. You
would be responsible for any additional costs incurred
0. Unless specifically instructed, we do not read legal documentation. Where legal
documentation is provided to us, we will have regard to the matters therein but recommend that
reliance should not be placed on our interpretation thereof without prior verification by your
legal advisors.
1. We further assume that all documentation is satisfactorily drawn and that unless
disclosed to us, there are no unusual or onerous restrictions, easements, covenants or other
outgoings which would adversely affect the value of the relevant interest(s).
2. Unless disclosed to us, we assume that there are no outstanding statutory
breaches or impending litigation in respect of the Property.
3. Unless specifically requested, we do not make detailed enquiries into the
covenant strength of occupational tenants but rely on our judgement of the market's perception
of them. Any comments on covenant strength should therefore be read in this context.
Furthermore, we assume, unless otherwise advised, that the tenant is capable of meeting its
financial obligations under the lease and there are no arrears of rent/other charges or
undisclosed breaches of covenant.
4. Unless stated otherwise within our report, and in the absence of any information
to the contrary, we have assumed that:
0. the Property possesses good and marketable title free from any onerous or
hampering restrictions or conditions;
1. all buildings have been erected either prior to planning control, or in
accordance with planning permissions, and have the benefit of permanent planning consents
or existing use rights for their current use;
6. LEGAL 2. there are no tenant's improvements that will materially affect our opinion
DOCUMENTS AND of the rent that would be obtained on review or renewal;
TITLE 3. tenants will meet their obligations under their leases;
4. the Property is subject to normal outgoings and that tenants are responsible
for all repairs, the cost of insurance and payment of rates and other usual outgoings,
either directly or by means of service charge provisions.
5. rent reviews are on an upward-only basis to the open market rent and that no
questions of doubt arise as to the interpretation of the rent review provisions in the
lease. We assume that neither the landlord nor the tenant may terminate the lease
prematurely. However if it is a new lease created after 28 February 2010 upward and
downward reviews are assumed, unless otherwise stated.
6. residential rent reviews will be subject to Irish rent control legislation.
7. there are no user restrictions or other restrictive covenants in leases
which would adversely affect value;
8. where appropriate, permission to assign the interest being valued herein
would not be withheld by the landlord where required; and
9. vacant possession can be given of all accommodation which is unlet or is let
on a service occupancy.
5. Where it is appropriate to do so we will liaise direct with your lawyers.
However, they will be directly responsible to you for all legal work carried out by them. We
will have no responsibility for their work. In particular, we will not be liable for anything
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contained in the legal documentation prepared by the lawyers unless we specifically state in
writing that the lawyers may rely on our advice in relation to any relevant issue.
0. Unless specifically instructed, we do not normally undertake enquiries to obtain
town planning and highway information from the relevant Local Authority. We assume that the
Property are not adversely affected by town planning or road proposals.
1. Our valuations are prepared on the assumption that all buildings comply with
7. TOWN statutory and local authority requirements including building, fire and health & safety
PLANNING AND regulations.
OTHER STATUTORY 2. We assume that all necessary consents, licences and authorisations for the use of
REGULATIONS the Property and the process carried out therein have been obtained and will continue to
subsist and are not subject to any onerous conditions.
3. Where we make planning enquiries, these are oral only. Information supplied to
us by planning officers is given without liability on their part and we cannot therefore accept
responsibility for incorrect information or for material omissions in the information supplied
to us.
0. Unless specifically instructed, we do not carry out investigations on site in
order to determine the suitability of ground conditions and services, nor do we undertake
environmental, archaeological, or geotechnical surveys. Unless notified to the contrary, our
valuation is on the basis that these aspects are satisfactory and also that the site is clear
of underground mineral or other workings, methane gas, or other noxious substances. In the case
8. SITE of properties that may have redevelopment potential, we assume that the site has load-bearing
CONDITIONS capacity suitable for the anticipated form of redevelopment without the need for additional and
expensive foundations or drainage systems. Furthermore, we assume in such circumstances that
no unusual costs will be incurred in the demolition and removal of any existing structure on
the Property.
1. We will assume that either there is no flooding risk or, if there is, that
sufficient flood defences are in place and that appropriate building insurance could be
obtained at a cost that would not materially affect the capital value.
0. In preparing our valuation we assume that no contaminative or potentially
contaminative use is, or has been, carried out at the Property. Unless specifically
instructed, we do not undertake any investigation into the past or present uses of either the
Property or any adjoining or nearby land, to establish whether there is any potential for
contamination from these uses and assume that none exists.
1. In the absence of any information to the contrary, we will assume that:
9. 0. the Property is not contaminated and is not adversely affected by any
CONTAMINATION existing or proposed environmental law;
1. any processes which are carried out on the Property which are regulated by
environmental legislation are properly licensed by the appropriate authorities.
2. invasive species such as Japanese Knotweed are not present on the
Property.
2. Should it, however, be subsequently established that such contamination exists
at the Property or on any adjoining land or that any premises have been or are being put to
contaminative use, this may have a detrimental effect on the value reported.
0. For the purposes of our report, we will make enquiries to ascertain any ESG and
sustainability factors which are likely to impact on value, consistent with the scope of our
terms of engagement.
1. Sustainability and ESG risks include a wide range of physical, environmental and
socio-economic factors that can affect the value of an asset, even if not explicitly
recognised. This includes key environmental risks, such as flooding, energy efficiency and
climate, as well as design, legislation and management considerations - and current and
historic land use. Sustainability and ESG considerations will be included in our market
analysis, comparables and site inspections.
2. In alignment with the RICS Professional Statement ESG and Sustainability in
Commercial Property Valuations, 4th Edition (January 2026), CBRE has identified the following
significant topics which we see as relevant to valuations across all commercial real estate. We
collect this data as a matter of course for the purposes of our analysis and market evidence,
based on the rationales presented below:
Topic Metric Rationale
EPC and Minimum Energy Exposure to regulatory risks (see below) and market
Efficiency Standards EPC rating preferences for more efficient assets.
exposure
Green Certificate Green Alignment preferences within a given market for certified
positioning Certification green buildings.
10. ESG and Rating
AND
SUSTAINABILITY
Decarbonisation Heating fuel Exposure to regulations to meet Climate Act targets and
national Paris Agreement commitments.
Exposure to the physical impacts of a changing climate,
Physical Climate Risk Flood risk including direct physical damage and/or insurance, market
preferences, and capex to mitigate risks.
3. We may expand our analysis to additional metrics should they be required tosupport our valuation. These metrics will be provided alongside supporting rationale in theappropriate section of this report. 4. Where we recognise the value impacts of sustainability, we are reflecting ourunderstanding of how market participants include sustainability factors in their decisions andthe consequential impact on market valuations. 5. Where we have included any additional ESG and Sustainability analysis ("theAnalysis"), the scope of the Analysis is to provide strategic advice on potential ESG-relatedrisks with reference to current and future anticipated legislation and regulations. Anyscoring basis used will be subjective and indicative only and is based on publicly availableinformation or data provided to us - you must make your own analysis of the risks associatedwith the Property and business plan prior to making any investment or lending decisions. Weare not offering any advice as to the accuracy, completeness or fitness for purpose of theAnalysis and its contents and neither the individual preparing the analysis nor this firm shallhave any liability to you, or to any third party with whom you share this report, for anylosses or potential losses arising directly and solely as a result of any inaccuracies orerrors in, or otherwise in any way related to, the Analysis.
0. Sustainable Finance regulations may also influence real estate property valueswith various mandatory disclosure requirements also influencing the market. These include the11. UK's Mandatory Climate-related Financial Disclosure and Sustainable Finance Disclosure (SDR)CLIMATE RISK regulations and the European Union's Sustainable Finance Disclosure Regulations (SFDR) and EULEGISLATION Taxonomy for Sustainable Finance (EUT). These regulations seek to clarify the ESG and climate related risks/sustainability attributes of organisations at an entity level, which we expect
can affect investment decisions. Should these regulations affect valuations, we believe they
are most likely to be reflected in the EPCs, green certifications or heating fuels, as presented above - unless otherwise noted.
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0. Unless specifically instructed, we do not undertake building surveys, nor do weinspect those parts that are covered, unexposed or inaccessible, or test any of the electrical,heating, drainage or other services. Any readily apparent defects or items of disrepair notedduring our inspection will, unless otherwise stated, be reflected in our valuation, but noassurance is given that the Property is free from defect. We assume that those parts whichhave not been inspected would not reveal material defects which would cause us to alter ourvaluation. In the absence of any information to the contrary, we have assumed that:0. there are no abnormal ground conditions, nor archaeological remains, present12. which might adversely affect the current or future occupation, development or value of theREPAIR AND Property; CONDITION 1. the Property is free from rot, infestation, structural or latent defect; and 2. the services, and any associated controls or software, are in working orderand free from defect.
1. We will otherwise have regard to the age and apparent general condition of theProperty. Comments made in the property details of our report do not purport to express anopinion about, or advise upon, the condition of uninspected parts and should not be taken asmaking an implied representation or statement about such parts. 2. None of the services will be tested by us.
13. 0. Unless specifically instructed, we do not carry out investigations to ascertainHAZARDOUS AND whether any building has been constructed or altered using deleterious materials or methods. DELETERIOUS Unless specifically notified, our valuation assumes that no such materials or methods have beenMATERIALS used. Common examples include high alumina cement concrete, calcium chloride, asbestos and wood wool slabs used as permanent shuttering.
14. HIGH 0. Where there is high voltage electricity supply apparatus within close proximityVOLTAGE to the Property, unless otherwise stated we have not taken into account any likely effect onAPPARATUS future marketability and value due to any change in public perception of the health implications.
0. Our valuation includes those items usually regarded as forming part of thebuilding and comprising landlord's fixtures, such as boilers, heating, lighting, sprinklers and15. PLANT ventilation systems and lifts but generally exclude process plant, machinery and equipment andAND MACHINERY, those fixtures and fittings normally considered to be the property of the tenant. FIXTURES AND 1. Where the Property is valued as a fully equipped operational entity our valuationFITTINGS includes trade fixtures and fittings and equipment necessary to generate the turnover and profit. Valuations for investment purposes will include the landlord's fixtures and fittings but not the trade fixtures and the trade inventory where the tenant owns these. 2. Where appropriate we have considered shop fronts of retail and showroom units asforming an integral part of the building.
0. In preparing our valuations, no allowances are made for any liability which mayarise for payment of Corporation Tax or Capital Gains Tax, or any other property related tax,16. whether existing or which may arise on development or disposal, deemed or otherwise. We alsoTAXATION specifically draw your attention to the fact that our valuation is exclusive of any VAT liability which may be incurred. Unless specifically instructed we have not taken into account the availability of capital allowances. 1. Where appropriate, our valuations assume that Land Transfer Tax (or the localequivalent) will be applied at the current rate.
17. 0. All valuations are given without any adjustment for capital based Government orGOVERNMENT European Union grants received or potentially receivable at the Valuation Date. This includesGRANTS any grant funding that may be associated with the delivery of Affordable Housing.
18. 0. Our valuations will be reported in the appropriate local currency and representCURRENCY our opinion of the realisable value in the country of origin.
19. 0. We confirm that "Market Value", the term replacing "Open Market Value", producesPENSION FUNDS the same figure as "Open Market Value".
0. Where a property is owned through a Special Purpose Vehicle (SPV), our valuation20. represents the value of the property and not the value of the shares of the SPV, through whichINVESTMENT the property is held. Furthermore, we have assumed that the transfer of the property takesSTRUCTURES OR place by way of a sale of the shares in the SPV, since this is the most advantageous method ofJOINT TENANCIES sale to which the parent company has access.
1. Where a property is owned by way of a joint tenancy in a trust for sale, our
valuation represents the relevant apportioned percentage of ownership of the value of the whole property, assuming full management control.
0. Where you have advised us that the valuation is required for your use in aparticular secured lending transaction, we consent to its use solely for that transaction. Where you have not revealed to us details of a particular lending transaction, we consent to21. its use only in a single secured lending decision. SECURED LENDING 1. Any potential subsidiaries, syndication partners or securitisation partners may/BANK FINANCING only view the report on a non-reliance basis, during the first phase of the syndicationAND SYNDICATION process. Following notification to CBRE of the final parties by the Client, CBRE will carry out Conflict of Interest and Sanctions checks on those parties and - if satisfactory - will
issue Reliance Letters to each, subject to you obtaining written agreement from any such party
that they will be bound by the terms of these Terms of Engagement - including, for the avoidance of doubt, the liability cap herein.
0. We will have regard to the RICS Valuation Practice Guidance Application (VGPA) 4on the Valuation of trade related properties. Key considerations under VPGA 4 are as follows: 1. The essential characteristics of properties that are normally sold on the basisof their trading or underlying trading potential is that they are designed, or adapted, for aspecific use and the resulting lack of flexibility usually means that the value of the propertyinterest is intrinsically linked to the returns that an owner can generate from that use. 2. The valuation of the operational entity usually includes:0. the legal interest in the land and buildings; 1. the trade inventory, usually comprising all trade fixtures, fittings,furnishings and equipment; and 2. the market's perception of the trading potential, together with an assumedability to obtain/renew existing licences, consents, certificates and permits.
3. Trading potential is the future profit that a competent operator of a businessconducted on the premises acting in an efficient manner (the Reasonably Efficient Operator"REO") would expect to be able to realise from occupation of the Property. It excludespersonal goodwill (the value of profit generated over and above market expectations that would22. be extinguished upon sale of the Property), together with financial factors relatingTRADING RELATED specifically to the current operator of the business
4. The valuation excludes consumables and stock in trade and any antiques, fine art and chattels. 5. The valuation is based on an estimate of the maintainable level of trade (FairMaintainable Turnover ("FMT")) and future profitability ("Fair Maintainable Operating Profit("FMOP")) that an REO would expect to achieve. FMT assumes that the Property is properlyequipped, repaired and maintained. FMOP is operating profit prior to depreciation and financecosts relating to the Property, and any rent if leasehold 6. The valuation includes trade items and equipment that are essential to therunning of the operational entity but which either are owned separately from the land andbuildings or are leased. 7. If fixtures, machinery and equipment are leased or under contract, we assume thatleasing costs are reflected in the trading figures supplied to us, and that all trade fixturesand fittings essential to the running of the Property would be capable of transfer as part of asale of the building and any third-party consents obtained. 8. Unless stated otherwise within our report, our valuation assumes that theProperty is open for business and trading at the Valuation Date and that there will be acontinuation of trading. Where the Property is empty either through cessation of trade, or itis a new property with no existing trade to transfer and/or there is no trade inventory,valuation assumptions apply as will be set out in our report. The valuation is of the emptyproperty having regard to trading potential subject to these assumptions.
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0. In the event that we are valuing a portfolio, we will value the properties23. individually and no account will be taken of any discount or premium that may be negotiated inPORTFOLIO the market if all or part of the portfolio were to be marketed simultaneously, either in lotsVALUATIONS or as a whole.
1. We have a policy of rotating Lead Valuers on all portfolio instructions at five yearly intervals.
0. We would draw your attention to the higher degree of uncertainty that is likely24. to be implicit within a projected value, where, by definition, comparable evidence is notPROJECTED available. VALUES 1. The special assumptions relating to yields, rental growth, interest rates, tenancy changes etc. will be as agreed with you and set out within the valuation.
0. Our valuations and reports are strictly confidential to the party to whom theyare addressed, or their other professional advisors, for the specific purpose to which they25. refer. No third parties may rely upon our valuations and reports and no responsibilityCONFIDENTIALITY whatsoever is accepted to any third parties for the whole or part of their contents without ourAND THIRD PARTY written approval. LIABILITY 1. We would draw your attention to the fact that the instruction may be investigated by the Royal Institution of Chartered Surveyors ('RICS'), on a confidential basis, for the
purposes of the RICS's conduct and disciplinary regulations, in order to ensure compliance with the Valuation Standards.
0. For the avoidance of doubt, you shall only use the valuation and/or any part ofthe Valuation Report as expressly permitted within these Terms of Engagement and not for anyother purpose, including without limitation, to train any artificial intelligence model for use26. in any product or service in order to compete with CBRE's products or services and/or to serveARTIFICIAL as a substitute for CBRE's products or services, in whole or in part. INTELLIGENCE 1. Additionally, you will not disclose or provide this valuation, any part of the Valuation Report or any other data or information received from CBRE to any external artificial
intelligence model or application, including without limitation, any third-party data provider,
data aggregator, artificial intelligence service, or machine learning platform which is
intended for external use. This includes, but is not limited to, the use of such data to train, fine-tune, or prompt any AI model or system.
0. Neither the whole nor any part of our report, nor any reference thereto, may beincluded in any published document, circular or statement, nor published in any way nor27. disclosed orally to a third party, without our written approval of the form and context of suchPUBLICATION publication or disclosure. Such approval is required whether or not CBRE is referred to by name and whether or not the report is combined with others. Any such approved publication of,
or reference to this report will not be permitted unless it contains a sufficient
contemporaneous reference to any departure from the Red Book or the incorporation of any Special Assumptions (if applicable).
0. We recommend that before any financial transaction is entered into based upon ourvaluation, you obtain verification of any third-party information contained within our report28. and the validity of the assumptions we have adopted. VERIFICATION 1. We would advise you that whilst we will value the Property reflecting current market conditions, there are certain risks which may be, or may become, uninsurable. Before
undertaking any financial transaction based upon this valuation, you should satisfy yourselves
as to the current insurance cover and the risks that may be involved should an uninsured loss occur.
Appendix: Valuation Summary
Residential Properties Held for Investments as of 30 June 2026
Asset Description Apartments in PRS Passing Rent as
IRES Ownership of 30 June 2026 pa
South Dublin scheme, BER B1-D1. IRES holds 25.1%. Fully let at
Beacon South Quarter an average of EUR2,237 pcm. EUR6.4m special capex deducted from 128 EUR3,436,162
value.
Time Place, South Dublin scheme, BER B2-C2. IRES holds 74.4%. Fully let at 67 EUR1,549,898
Sandyford an average of EUR1,928 pcm.
Tara View Prime scheme, BER A2-A3, 100% owned. Fully let at an average 64 EUR2,482,152
of EUR3,232 pcm, the highest in the portfolio.
Elm Park South Dublin scheme, BER B2-C1. IRES holds 58.4%. Fully let at 194 EUR4,464,180
an average of EUR1,918 pcm.
Beechwood Court South Dublin scheme, BER B3-C3. IRES holds 25%. 8 units sold 79 EUR1,613,912
and 87.3% occupied. Average EUR1,949 pcm.
Belville Court, Small South Dublin scheme, BER B2-C3. IRES holds 24.6%. 2 15 EUR263,304
Cabinteely units sold and 86.7% occupied. Average EUR1,688 pcm.
Kings Court, City Centre scheme, BER C1, 100% owned. Fully let at an 83 EUR1,760,772
Smithfield average of EUR1,768 pcm.
The Marker, Grand City Centre scheme, BER B3. IRES holds 80.95%. Fully let at an
Canal Square average of EUR3,010 pcm. Six commercial units are valued 85 EUR3,070,025
separately.
City Square, Small City Centre scheme, BER D1. IRES holds 89%. Fully let at
Gloucester Street an average of EUR1,946 pcm. One commercial unit is valued 24 EUR560,568
separately.
Schoolyard, Bakers Prime scheme, BER A2, 100% owned. Fully let at an average of
Yard, Portland EUR2,227 pcm. Three commercial units are valued separately. 61 EUR1,629,948
Street
Lansdowne Gate, Secondary scheme, BER B2-C1. IRES holds 80%. Fully let at an
Drimnagh average of EUR1,936 pcm. The highest-value asset in the 224 EUR5,203,679
portfolio.
Tyrone Court, Secondary scheme, BER C2. IRES holds 72.5%. Fully let at an 95 EUR2,145,070
Inchicore average of EUR1,882 pcm.
Camac Crescent, Secondary scheme, BER C1. IRES holds 82%. Fully let at an 90 EUR1,812,665
Inchicore average of EUR1,678 pcm.
Charlestown Place, Secondary scheme, BER B2. IRES holds 88.2%. Fully let at an 237 EUR4,753,900
Finglas average of EUR1,672 pcm. The largest scheme by unit count.
Richmond Gardens, Secondary scheme, BER C2, 100% owned. 99% occupied at an 99 EUR2,064,613
Fairview average of EUR1,755 pcm.
Ashbrook, Clontarf Secondary scheme, BER D1-D2, 100% owned. Fully let at an 108 EUR2,462,953
average of EUR1,900 pcm.
Secondary scheme, BER C1. IRES holds 10.3%. 3 units sold and
The Coast, Baldoyle 88.2% occupied. Average EUR1,609 pcm. EUR137,721 special capex 34 EUR579,297
deducted.
Taylor Hill, Housing-classified scheme, BER A3, 100% owned. Fully let at an
Balbriggan average of EUR1,949 pcm. Lower assumed outgoings than the rest 78 EUR1,824,408
of the portfolio.
Semple Wood, Housing-classified scheme, BER A2, 100% owned. 1 unit sold, 33 EUR906,252
Donabate otherwise fully let at an average of EUR2,289 pcm.
The Gates (BSQ) South Dublin scheme, BER B1-D1, 100% owned. Fully let at an 85 EUR2,110,123
average of EUR2,069 pcm.
Total Aggregate 1,883 EUR44,693,880
Retail / Office Properties Held for Investments as of 30 June 2026
Passing Rent
Asset Description Tenancy as of 30 June
2026 pa
Beacon South Quarter 3 of 4 units let to Beacon Dialysis Services, Bank of Ireland, and
BSQ commercial parcel, 4 Sigmoid Sport. The Bike Hub Company holds the community unit (15 EUR503,026
Commercial units, 25,812 sq ft. years from 2 April 2026, EUR10 pa passing), which the sheet still
counts as vacant. WAULT 3 years 7 months.
The Commercial element of 2 of 3 units let to Innvik Retail Ltd and E Koncept Ltd, 1 vacant.
Schoolyard, the Schoolyard scheme, 3 WAULT 8.6 years. EUR90,000
Bakers Yard units, 5,523 sq ft.
The Marker, Commercial element of All 6 units let to tenants including Smiles, Clarins, and Owen
Grand Canal The Marker, 6 units, Reilly. WAULT 4.5 years. Passing rent is above contracted rent of EUR1,231,647
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