PRSR.L
The PRS REIT
plc
(the
"Company" or the "PRS REIT")
Result of
AGM
Change of Board and Committee
Structure
The PRS
REIT, the closed-ended real estate investment trust that invests in
new-build homes in the Private Rented Sector, is pleased to
announce that at its Annual General Meeting, held earlier today,
resolutions 1 to 13 were passed as ordinary resolutions and
resolutions 14 to 17 were passed as special resolutions.
The full text of the resolutions is
contained in the Company's Notice of Annual General Meeting. The
results of the poll taken on the resolutions, are as
follows:
Resolution
|
Votes in
favour*
|
Percentage
in
favour
|
Votes
against
|
Percentage
against
|
Total votes
cast (excluding
withheld)
|
Votes
withheld**
|
1 - Report and Accounts
|
403,918,466
|
100%
|
2,131
|
0%
|
403,920,597
|
367,841
|
2 - Directors' Remuneration
Report
|
389,327,803
|
96.32%
|
14,854,851
|
3.68%
|
404,182,654
|
105,784
|
3 - Directors' Remuneration
Policy
|
403,392,362
|
99.80%
|
790,292
|
0.20%
|
404,182,654
|
105,784
|
4 - Re-appointment of Geeta
Nanda
|
399,041,431
|
98.72%
|
5,184,732
|
1.28%
|
404,226,163
|
62,275
|
5 - Re-appointment of Steffan
Francis
|
375,301,698
|
92.84%
|
28,934,465
|
7.16%
|
404,236,163
|
52,275
|
6 - Re-appointment of Roderick
MacRae
|
384,576,599
|
95.14%
|
19,649,564
|
4.86%
|
404,226,163
|
62,275
|
7 - Re-appointment of Karima
Fahmy
|
403,726,071
|
99.88%
|
500,092
|
0.12%
|
404,226,163
|
62,275
|
8 - Appointment of Robert
Naylor
|
381,703,998
|
94.42%
|
22,537,185
|
5.58%
|
404,241,183
|
47,255
|
9 - Appointment of Christopher
Mills
|
288,464,412
|
72.34%
|
110,276,456
|
27.66%
|
398,740,868
|
5,547,570
|
10 - Re-appointment of RSM UK Audit
LLP as Auditor of the Company
|
390,072,889
|
99.98%
|
72,417
|
0.02%
|
390,145,306
|
14,143,132
|
11 - Audit Committee to determine the
Auditors' remuneration.
|
404,219,540
|
100%
|
11,602
|
0%
|
404,231,142
|
57,296
|
12 - Payment of interim
dividends
|
404,261,547
|
100%
|
0
|
0%
|
404,261,547
|
24,760
|
13 - Directors' Authority to Allot
Shares
|
395,239,192
|
97.77%
|
9,003,838
|
2.23%
|
404,243,030
|
45,408
|
14 - Disapplication of pre-emption
rights
|
403,616,473
|
99.87%
|
541,801
|
0.13%
|
404,158,274
|
130,164
|
15 - Directors' additional authority
to allot shares
|
388,889,763
|
96.25%
|
15,168,532
|
3.75%
|
404,058,295
|
230,143
|
16 - Authority to purchase own
shares
|
393,647,020
|
97.38%
|
10,587,297
|
2.62%
|
404,234,317
|
54,121
|
17 - Notice period for general
meetings and other general meetings
|
396,056,578
|
97.98%
|
8,185,328
|
2.02%
|
404,241,906
|
46,532
|
* Includes discretionary
votes.
**
A vote withheld is not a vote in law and is not counted in the
calculation of the votes in favour or against a
resolution.
The Board notes that while a
majority of shareholders who voted at the Annual General Meeting
supported all resolutions, resolution 9, the election of
Christopher Mills, was passed with a majority of 72.34%. Engagement
with shareholders prior to the AGM has indicated that the majority
of votes against Resolution 9 relate to concerns regarding the
number of other directorships held by Christopher Mills and
therefore ability to commit sufficient time to the role. The Board
considered that Mr Mills had sufficient time to dedicate to his
role as non-executive director of the Company as the time of
appointment, and since appointment Christopher Mills has evidenced
his commitment through attendance at all Board and ad-hoc meetings.
The Company will continue to review, on a regular basis, directors'
capacity to fulfil their duties. A further update on engagement
with the shareholders in relation to this matter will be included
in the Company's annual report for the financial year ending 30
June 2025.
As at 30 November 2024, the issued
share capital of the Company consisted of 549,251,458 ordinary
shares.
In accordance with Listing
Rule 6.4.2, copies of all the resolutions passed, other than
ordinary business, will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Change of Board and Committee
Structure
As previously announced on 13
September 2024, with effect from the conclusion of today's AGM,
Geeta Nanda has been appointed as non-executive Chair of the
Company and Steve Smith has stepped down as the non-executive Chair
and Director of the Company. Following the Board's decision to
proceed with a strategic review, the recruitment process to
identify a non-executive Chair has been postponed.
Further changes to the Board and
Committee structure are set out below:
1.
Karima Fahmy has been appointed as Senior Independent Director,
replacing Geeta Nanda who has been appointed Chair of the
Board.
2.
Robert Naylor has been appointed as a member of the Audit
Committee.
3.
Karima Fahmy has been appointed as Chair of the Nomination and
Remuneration Committee.
4.
Geeta Nanda has been appointed as Chair of the Management
Engagement Committee and has stepped down as a member of the Audit
Committee.
The resulting structure of each of
the Committees is as follows:
Audit
Committee
|
Nomination and Remuneration
Committee
|
Management Engagement
Committee
|
Rod
MacRae (Chair)
|
Karima
Fahmy (Chair)
|
Geeta
Nanda (Chair)
|
Steffan
Francis
|
Steffan
Francis
|
Steffan
Francis
|
Karima
Fahmy
|
Geeta
Nanda
|
Karima
Fahmy
|
Robert
Naylor
|
|
Rod
MacRae
|
For
further information, please contact:
The
PRS REIT plc
Geeta Nanda, Non-Executive
Chair
Robert Naylor, Non-Executive
Director
|
Tel: 020 3178 6378
(c/o KTZ Communications)
|
Sigma PRS Management Ltd
Graham Barnet, Mike
McGill
|
Tel: 0333 999 9926
|
Singer Capital Markets
James Moat, James Maxwell, Asha Chotai
|
Tel: 020 7496 3000
|
G10
Capital Limited (AIFM and part of IQ-EQ)
Maria Baldwin
|
Tel: 0207 397 5450
|
KTZ
Communications
Katie Tzouliadis, Robert
Morton
|
Tel: 020 3178 6378
|
NOTES TO EDITORS
About The PRS REIT plc www.theprsreit.co.uk
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. The Company is listed on the Closed-ended
investment funds category of the FCA's Official List and its
Ordinary Shares are traded on the London Stock
Exchange's Main Market. It is a constituent of
the FTSE 250 Index. With 5,425 new rental homes as
at 30 September 2024, the Company believes its portfolio is
the largest build-to-rent single-family rental portfolio in
the UK.
LEI: 21380037Q91HU97WZX58
About Sigma Capital Group Limited (formerly Sigma Capital
Group plc) www.sigmacapital.co.uk
Sigma Capital Group Limited
("Sigma") is a build-to-rent ("BTR") regeneration specialist, with
offices in Edinburgh, Manchester and London. The Company's
principal focus is on the delivery of large-scale housing schemes
for the private rented sector and Sigma is the UK's leading
provider of BTR homes for the single family sector. The Company
also has extensive experience in the delivery of multi-family
apartment schemes and a well-established track record in assisting
with property-related regeneration projects in the public sector,
acting as a bridge between the public and private
sectors.
Sigma has created an unrivalled
property delivery and management platform, which has delivered or
is in the process of delivering over 12,000 homes across the UK to
date. The Company has a significant pipeline of development
opportunities, which currently stands at over £3 billion in gross
development cost. Sigma manages the letting of completed
homes through its property platform, which includes its
award-winning rental brand 'Simple Life'. The Company's subsidiary,
Sigma PRS Management Ltd, is Investment Adviser to The PRS REIT
plc.
About Sigma PRS Management Ltd
Sigma PRS Management Ltd is a
wholly-owned subsidiary of Sigma Capital Group Limited and is
Investment Adviser to The PRS REIT plc. It sources investments and
operationally manages the assets of The PRS REIT plc and advises
the Alternative Investment Fund Manager ("AIFM") and The PRS REIT
plc on a day-to-day basis in accordance with The PRS REIT plc's
Investment Policy. The AIFM is G10 Capital Limited. Sigma PRS
Management Ltd is an appointed representative of G10 Capital
Limited, which is authorised and regulated by the Financial Conduct
Authority (FRN:648953).