Publication of Circular and Notice of GM
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
19 June 2026
Social Housing REIT plc
(the "Company", together with its subsidiaries, the "Group")
Publication of Circular and Notice of GM
The Company announces that is has published a Circular relating to its proposed acquisition of a senior living portfolio, and changes to the Company's investment objective and investment policy (as previously announced by the Company on 17 June 2026), together with a notice convening a General Meeting to be held at 9.00 a.m. on 8 July 2026 at the offices of Allen Overy Shearman Sterling LLP, 1 Bishops Square, London, E1 6AD.
The Board considers that the Proposals and the passing of the Resolutions to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
In accordance with Listing Rule 6.4.1R a copy of the Circular has been submitted to the UK Listing Authority and will shortly be available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also shortly be available to download from the Company's website at www.socialhousingreit.com.
Expected timetable of principal events
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Event |
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Publication of the Circular and the notice of General Meeting |
19 June 2026 |
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Latest time and date for receipt of proxy appointments (whether online, via a CREST Proxy Instruction or by a hard copy Form of Proxy) in respect of the General Meeting |
9.00 a.m. on 6 July 2026 |
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Record time and date for entitlement to vote at the General Meeting |
6.00 p.m. on 6 July 2026 |
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General Meeting |
9.00 a.m. on 8 July 2026 |
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Expected effective date of the change of investment objective and investment policy |
8 July 2026 |
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Publication of the results of the General Meeting |
as soon as practicable after the conclusion of the General Meeting |
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Anticipated Completion Date (subject to the Conditions being satisfied) |
Mid-July 2026 |
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Admission of, and commencement of dealings in, the Initial Consideration Shares on the London Stock Exchange |
8.00 a.m. on or shortly following the date of Completion |
Notes:
1) All references to time in the expected timetable set out above and in this announcement are to London (UK) time unless otherwise stated.
2) The timetable set out above and referred to throughout this announcement may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be announced to Shareholders through a Regulatory Information Service.
3) The timing of Completion is dependent upon, amongst other things, the Conditions being satisfied, and if there is any delay in the Conditions (including the passing of the Resolutions) being satisfied, the anticipated Completion Date may change. If Completion does not occur by the Longstop Date, the Acquisition shall not take place.
Terms defined in the announcement dated 17 June 2026 shall have the same meaning in this announcement.
For further information, please contact:
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Social Housing REIT plc |
Via Lauder Teacher Associates |
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Jos Short |
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Atrato Partners Limited |
ir@atratopartners.com |
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Michael Carey |
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Natalie Markham |
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Eddie Gilbourne |
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Deutsche Numis (Strategic Adviser and Corporate Broker) |
Tel: +44 (0) 20 7545 8000 |
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Hugh Jonathan Amit Wangoo |
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Lauder Teacher (Financial PR Adviser) |
sohoreit@lauderteacher.com |
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Colm Lauder Andrew Teacher Shirin Iqbal |
Tel: +44 (0) 7787 444 960 |
NOTES
The Company currently primarily invests in specialised supported housing. Specialised supported housing provides homes for vulnerable adults requiring support to live independently, including those with learning difficulties, mental health problems and physical disabilities. These homes are specially designed or adapted to meet residents' needs and are managed by Approved Providers who are predominantly regulated by the Regulator of Social Housing. Approved Providers consist of housing associations and local authorities, or other regulated organisations in receipt of direct rental payments from local government including a care provider.
Subject to Shareholders approving the proposed changes to the Company's investment objective and investment policy, the Company's investment focus will be expanded to enable the Company to invest into senior living and care home assets in addition to specialised supported housing.
The Company is listed on the closed-ended investment funds category of the FCA's Official List and its Shares are traded on the LSE's main market for listed securities.
Atrato Partners Limited is the Company's Investment Manager.
The Company's LEI is 213800BERVBS2HFTBC58.
Further information on the Company can be found on its website at www.socialhousingreit.com.
IMPORTANT NOTICE
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. Shareholders are advised to carefully read the Circular.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-CurieStrasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.
Deutsche Bank AG, London Branch, which is trading for these purposes as Deutsche Numis ("Deutsche Numis") is acting exclusively for the Company and no other person in connection with the Proposals and will not be responsible to any person other than the Company for providing the protections offered to clients of Deutsche Numis nor for providing advice in relation to the Proposals, the contents of this announcement, or any other matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of 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 Deutsche Numis in connection with the Proposals, this announcement, any matter referred to herein or otherwise.
The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities law of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Neither the Shares nor the Consideration Shares have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any US regulatory authority, nor have such authorities reviewed or passed upon the adequacy or accuracy of the Circular. Any representation to the contrary is a criminal offence in the United States.
The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, investors will not be entitled to the benefits of the Investment Company Act.
Information regarding forward-looking statements
This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs and/or current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Company's control. Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation, the Group, the Target, the Enlarged Group and the Acquisition, including with respect to their plans and current goals and expectations relating to their future financial condition, performance, results, strategy and objectives.
Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results or performance of the Group, the Target, the Enlarged Group or the Acquisition to be materially different from any future results or performance expressed or implied by the forward-looking statements. Important factors that could cause the actual results or performance of the Group, the Target, the Enlarged Group or the Acquisition to differ materially from the expectations of the Company include, amongst other things, general business and economic conditions globally, industry and market trends, competition, changes in government and changes in law, regulation and policy, including in relation to taxation, interest rates, the impact of any acquisitions or similar transactions, IT system and technology failures, political and economic uncertainty and other factors. Such forward-looking statements should therefore be construed in the light of such factors.
Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this announcement.
Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR) the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Websites
Neither the contents of the Company's or the AIFM's website nor any website accessible by hyperlinks on the Company's or the AIFM's website is incorporated in, or forms part of, this announcement.
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