Result of AGM

PRS REIT PLC (The)
03 December 2024
 


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).

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