par Irish Residential Properties REIT Plc (isin : IE00BJ34P519)
Recommended Cash Offer for Irish Residential Properties REIT plc
Irish Residential Properties REIT plc (IRES) 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
for each I-RES Share: 138.6 cent in cash (the “Total Transaction Value”)
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.
“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.”
“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
Conditions and Structure
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 $502 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
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.
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 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 €1,277 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:
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 woul |