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PRS REIT plc received a Requisition Notice on 29 August 2024, which Requisitioning Shareholders, Robert Naylor and Christopher Mills, have now agreed to withdraw following an agreement with the Board. Under this agreement, Steve Smith will step down as non-executive Chairman at the upcoming AGM after seven years, with Geeta Nanda becoming Interim Chair. Robert Naylor and Christopher Mills will be appointed as non-executive Directors after the full year results announcement on or around 8 October and proposed for election at the AGM, expected in early December 2024.
| Date | 13 Sept 2024 |
| Time | 07:00:07 |
| Category | Miscellaneous |
| ID | 0446E |
PRSR.L
The PRS REIT plc
("the PRS REIT" or "the Company")
Withdrawal of Requisition Notice and Board Changes
The PRS REIT Board received a Requisition Notice on 29 August 2024 to call a General Meeting to approve certain Board changes, as detailed in the Company's announcement issued on 2 September 2024. Since then, the Sub-Committee of independent non-executive Directors, who are not the subject of the Requisition, have been in discussions with the Requisitioning Shareholders, Robert Naylor and Christopher Mills, the proposed directors under the Requisition Notice, and other PRS REIT shareholders to listen to views and seek a resolution in the interests of all shareholders.
Agreement on Board changes
The Board announces that an agreement has been reached with the Requisitioning Shareholders, such that the Requisitioning Shareholders have agreed that the Requisition Notice will be withdrawn, and that the following changes will take place:
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Steve Smith, who is nearing the end of his term as non-executive Chairman, has offered and will step down at the AGM, to facilitate a near-term resolution; |
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Geeta Nanda, Senior Independent Director, will become Interim Chair at the AGM and lead the appointment process for a new permanent, independent, non-executive Chair; |
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The Board will launch the appointment process immediately, with support from external consultants to identify and appoint a non-executive Chair with relevant experience; and |
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Robert Naylor and Christopher Mills will be appointed to the Board as non-executive Directors after the announcement of full year results on or around 8 October and proposed for election at the Company's forthcoming AGM. The information required by UKLR 6.4.8 in respect of each of Robert and Christopher will be separately announced. |
The Board wishes to thank Steve Smith for seven years of leadership of the Board. Steve has successfully led the PRS REIT since the IPO through a period of rapid expansion, and the Board believes the Company's portfolio of single-family rental homes is now the largest of its kind in the UK, providing much needed high-quality, professionally-managed housing for families across the country.
Steffan Francis will remain as a non-Executive Director, ensuring continuity of property experience. The succession plan for Steffan Francis and Rod MacRae, currently scheduled for 2025 with their tenure coming up to nine years of service, will be conducted in accordance with the AIC Code of Corporate Governance and will balance the appropriate skills required.
The AGM to approve the election of all Directors of the newly constituted Board is expected to take place in early December 2024.
Next steps
On 2 September 2024, the Board announced an update on Strategy would be presented with the Company's forthcoming full year results due on or around 8 October. Given the changes announced today, the Board intends to review strategy with the newly constituted Board and provide an update when appropriate. The new Board looks forward to engaging with shareholders.
The Board believes the agreement and changes announced today reflect a balance of the views of all shareholders. They respect the principles of good governance in orderly succession planning, and help to ensure that a new independent Chair and any future Board directors have the appropriate blend of skills and expertise. The Board believes this agreement will allow the Company to move forward and focus on value maximisation for all shareholders.
*All defined terms shall have the meaning given to them in the announcement of the Company of 2 September 2024.
For further information, please contact:
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The PRS REIT plc Geeta Nanda, Senior Independent Non-Executive Director Rod MacRae, Independent Non-Executive Director Karima Fahmy, Independent Non-Executive Director
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Tel: 020 3178 6378 (c/o KTZ Communications) |
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Singer Capital Markets James Maxwell Asha Chotai
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Tel: 020 7496 3000 |
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Jefferies International Limited Gaudi Le Roux Tom Yeadon
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Tel: 020 7029 8000
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Rothschild & Co Alex Midgen Peter Everest Alice Squires
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Tel: 020 7280 5000
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G10 Capital Limited (AIFM and part of IQ-EQ group) Maria Baldwin
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Tel: 020 7397 5450
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KTZ Communications Katie Tzouliadis Robert Morton |
Tel: 020 3178 6378 Mob: 07771 663380 Mob: 07904 399919 |
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NOTES TO EDITORS
About The PRS REIT plc
The PRS REIT plc is a closed-ended real estate investment trust established to invest in the Private Rented Sector ("PRS") and to provide Shareholders with an attractive level of income together with the potential for capital and income growth. The Company is investing over £1bn in a portfolio of high-quality homes for private rental across the regions, having raised a total of £0.56bn (gross) through its Initial Public Offering, on 31 May 2017 and subsequent fundraisings in February 2018 and September 2021. The UK Government's Homes England has supported the Company with direct investments. On 2 March 2021, the Company transferred its entire issued share capital to the premium listing segment of the Official List of the FCA and to the London Stock Exchange's premium segment of the Main Market. With 5,396 new rental homes as at 30th June 2024, the Company believes its portfolio is the largest build-to-rent single-family rental portfolio in the UK.