Strategic Acquisition of Senior Living Portfolio
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 June 2026
Social Housing REIT plc
(the "Company", together with its subsidiaries, the "Group")
Strategic Acquisition of Senior Living Portfolio
Proposed acquisition of a Senior Living portfolio, for cash and shares issued at EPRA NTA, delivering high-single digit EPS accretion1 in the first full financial year and proposed change of Investment Objective and Investment Policy
The Board of Social Housing REIT plc is pleased to announce it has entered into a conditional agreement with Resi Portfolio Holdings Limited, a wholly-owned subsidiary of Residential Secure Income plc ("ReSI"), for the purchase of its portfolio of senior living assets for a headline purchase price of approximately £108.3 million (the "Acquisition") to be funded via a combination of cash and newly issued Shares.
The consideration for the Acquisition is a mix of cash and newly issued Shares as follows:
· £45 million payable in cash on completion, to be funded via the Group's own cash resources and a new £30 million debt facility (the "Cash Consideration");
· Approximately £62.3 million to be satisfied by issue of 66,103,233 new Shares (the "Initial Consideration Shares") on completion at an issue price equal to the Company's EPRA NTA as at 31 December 2025 of 94.23p per Share; and
· £1 million of the purchase price will be deferred until the Completion Accounts have been finalised (the "Deferred Amount").
The purchase price is subject to a customary adjustment following Completion once Completion Accounts have been finalised. Any deferred or additional consideration will be satisfied by the issue of further Shares (the "Additional Consideration Shares") at an issue price equal to the Company's EPRA NTA per Share as at 31 December 2025 of 94.23p per Share.
The Acquisition is outside the scope of the Company's existing investment objective and investment policy and is therefore conditional upon Shareholder approval of a new investment objective and investment policy (together with the Acquisition, the "Proposals").
Jos Short, Chair of Social Housing REIT plc, commented:
"Today's announcement represents a significant strategic step forward for the Company. The proposed acquisition is a compelling opportunity to create additional long-term value for shareholders. The acquisition of this high-quality senior living portfolio materially increases our scale, broadens exposure across structurally supported living sectors, and enhances the resilience and diversification of income. Importantly, the transaction is expected to be high single-digit earnings accretive in the first full financial year following Completion1, while the equity consideration is being issued at EPRA NTA, aligning the interests of all shareholders.
The Board believes that senior living is a natural extension of our existing strategy. Like specialised supported housing, it benefits from long-duration, inflation-aligned income streams, strong demographic demand drivers, and the ability to deliver meaningful social outcomes. The enlarged platform will position the Company as a leading listed living REIT in the UK, with greater scale, improved liquidity, enhanced operational leverage, and a broader investment opportunity set from which to deliver sustainable, progressive returns over the long term."
Robert Whiteman CBE, ReSI Chair, commented:
"We are pleased to have agreed to sell ReSI's retirement portfolio to Social Housing REIT and deliver a substantial step in the board's commitment to realise ReSI's assets in an orderly manner. Reaching agreement with a larger, more liquid, London-listed investment company provides shareholders with potential for further value realisation while continuing to protect residents and uphold our responsibilities as a long-term housing provider."
The Company has received written approval from the Financial Conduct Authority to adopt the new investment objective and investment policy referred to above and further described below and set out in full in Appendix 6 to this announcement. Completion of the Acquisition is, amongst other things, conditional upon Shareholder approval of the new investment objective and investment policy and authority to allot the Consideration Shares. Accordingly, in accordance with the UK Listing Rules, a circular will be sent to Shareholders (the "Circular") by 19 June 2026 containing further details of the Acquisition and convening a general meeting of the Company (the "General Meeting") at which the Resolutions to approve the revised investment objective and investment policy and authority to allot the Consideration Shares will be proposed to Shareholders. The General Meeting is to be held at the offices of Allen Overy Shearman Sterling LLP, 1 Bishops Square, London, E1 6AD at 9.00a.m. on 8 July 2026. Further details of the Resolutions will be provided in the Circular.
The Circular and the Notice of General Meeting will be available for viewing on the Company's website at www.socialhousingreit.com by 19 June 2026. The Circular and the Notice of General Meeting will also be submitted to the National Storage Mechanism of the Financial Conduct Authority and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Key transaction highlights
· Headline purchase price of approximately £108.3 million, to be satisfied through a combination of cash consideration and newly issued Shares, with the equity element issued at the Company's EPRA NTA as at 31 December 2025 of 94.23p per Share.
· The Acquisition of ReSI's senior living portfolio comprising 1,907 senior living rental flats and 256 housing manager flats (the "Portfolio"), which benefit from inflation‑aligned income streams, needs‑driven demand and long average tenures, and deliver positive social outcomes.
· The Acquisition is expected to be high-single digit earnings accretive in the first full financial year following Completion1, with the addition of long‑duration, inflation‑aligned income streams anticipated to enhance earnings and support dividend sustainability.
· The Acquisition includes existing long‑dated, portable and partially amortising debt provided by Scottish Widows, with a highly attractive all‑in cost of 3.46% and final maturity in 2043.
· On a pro forma basis, the Acquisition increases the Group's gross asset value to £831.4m and its EPRA NTA to £471.4m, materially increasing the scale of the Group's portfolio and enhancing market relevance.
· The Acquisition is conditional upon shareholder approval of the Company adopting a revised investment objective and investment policy. The proposed changes include an intention to reposition and rebrand the Company as Living REIT plc (ticker: LIVE), focused on three structurally adjacent subsectors: specialised supported housing, senior living, and care homes, broadening the Company's investment remit while remaining aligned with its social purpose.
· Completion of the Acquisition is expected in mid-July 2026, subject to satisfaction of conditions, including shareholder approval.
Compelling strategic rationale
The Board believes that the expansion of the Company's investment focus represents a natural evolution of the Company's mandate, with Shareholders having expressed over recent periods a desire for increased diversification, scale, deeper share liquidity and resilience of income sources. The Proposals reflect the Board's assessment that aligned, adjacent living subsectors share fundamental characteristics with Specialised Supported Housing ("SSH"), namely:
· inflation-aligned rental structures;
· long duration occupancy dynamics;
· structural, needs-driven demand; and
· the capacity to deliver positive, measurable social outcomes for residents and communities.
The Board believes this broader scope will create a cohesive living sector strategy that is consistent with the Company's core purpose.
· Earnings enhancing with strong dividend support: The Acquisition is expected to enhance the Company's earnings profile through the addition of long‑duration, inflation‑aligned income streams at an attractive entry point, reflecting a reported valuation yield of 6.63%2. The Acquisition is expected to be high single‑digit earnings accretive in the first full financial year following Completion1. This is expected to strengthen dividend cover and support the sustainability of the Company's progressive dividend policy which is further underpinned by the Company's quarterly dividend of 1.4475 pence per Share declared on 1 June 2026, representing an uplift of 3% to the previous quarter.
· Attractive, long‑dated and portable financing structure: The Portfolio is secured against long‑dated, portable and partially amortising debt provided by Scottish Widows, which will remain in place following Completion. On a combined basis, the Enlarged Group's weighted average cost of debt will be approximately 3.15% with a weighted average maturity of 9.1 years3 and the fair value of the Enlarged Group's debt will be more attractive than could otherwise be achieved through new, standalone refinancing. For further information regarding the Scottish Widows Facility, please refer to Appendix 5 to this announcement.
· Preserves balance sheet strength: The Acquisition will be financed through a prudent mix of equity and limited additional debt. The resulting capital structure is expected to support robust interest cover, and provide a credible pathway to reduce leverage over the medium-term. The estimated Net LTV of the Company at Completion will be c.45%, and the Company intends to reduce its leverage to its target of 40% over the medium-term.
· Enhances platform scale and diversification across the living sector: While SSH will remain a core component of the Company's strategy, the Acquisition accelerates diversification across adjacent living subsectors. The Proposals are intended to broaden the Company's investable universe and improve its income resilience. The enlarged platform provides access to more scalable growth opportunities than could be achieved through SSH alone.
· Meaningful step change in scale, liquidity and investor appeal: The anticipated increase in the Company's EPRA NTA of approximately £65.6 million arising from the Acquisition reflects the Board's intention to build a larger, more liquid platform capable of attracting a broader investor base. The Acquisition represents an important first step in enhancing the Company's scale and diversification.
· Access to attractive, affordable senior living assets: The Acquisition provides the Company with an attractive, scaled senior living rental portfolio within a structurally undersupplied sector. The Portfolio comprises 1,907 senior living rental flats for people aged 55 and over and 256 housing manager flats, occupied by managers of the developments. The Portfolio is the largest independent senior living rental portfolio in the UK4, and the Acquisition is expected to establish the Company as a scaled participant in the UK senior living market. The scale and quality of the Portfolio would be difficult to replicate through a piecemeal acquisition strategy and therefore provides an attractive opportunity to expand the Company's strong platform, which can be complemented by further selective growth across adjacent living subsectors.
· Strengthens the Company's differentiated listed proposition: The Acquisition enables Shareholders to retain exposure to a listed REIT structure while gaining access to a more diversified, scaled living platform, positioning the Company as a leading listed Living REIT in the UK. This differentiated proposition is characterised by diversification, scale, liquidity, transparency, and governance. The increased scale is also expected to deliver investment management synergies, including a reduction in the Enlarged Group's weighted average management fee, allowing Shareholders to participate in the long-term value creation of an enlarged living platform.
An attractive portfolio of senior living assets
The following tables contains pro forma financial information for the Enlarged Group for the 12-month reporting period ending 31 December 2025. The financial information for the Group has been extracted without material adjustment from the audited financial statements of the Group for the financial year ended 31 December 2025.
The financial information for the Target has been extracted from unaudited management information for the 12 months ended 31 December 2025.
Portfolio overview (as of 31 December 2025)
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The Group |
The Target |
Pro Forma (Enlarged Group) |
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Gross asset value (£m) |
£636.8m |
£194.6m5 |
£831.4m |
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EPRA NTA (£m) |
£370.8m |
£100.6m |
£471.4m |
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Properties (#) |
492 |
2,198 |
2,690 |
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Gross rental income (£m) |
£43.7m |
£13.5m6 |
£57.2m |
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Net rental income (£m) |
£40.0m |
£11.5m7 |
£51.5m |
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EPRA Adjusted Earnings |
£25.7m |
£8.1m |
£33.8m |
Key debt metrics (as of 31 December 2025)
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The Group |
The Target |
Pro Forma (Enlarged Group) |
Gross debt |
£263.5m |
£92.5m |
£356.0m |
Fixed or hedged (%) |
100% |
100% |
100% |
Net LTV |
39.5% |
46.2% |
41.0% |
Average cost of debt |
2.74% |
3.46% |
2.93% |
Average maturity |
7.6 years |
17.6 years |
10.0 years |
Mark to market value of debt |
£48.7m |
£31.3m8 |
£80.0m |
Balance sheet and new debt facility terms
As a result of the Acquisition and its related funding, the Group's gross asset value is expected to increase to c.£825 million and its Net LTV is expected to be c.45%. The Company intends to reduce its leverage to its target of 40% over the medium-term.
The Cash Consideration under the Acquisition will in part be funded by the draw down of £30 million under the new facilities provided by Barclays Bank PLC. For further information regarding the Barclays Facilities, please refer to the section 'New Facility Agreement' of Appendix 5 to this announcement.
Financial effects on the Group's earnings, assets and liabilities
· Earnings Per Share: The Acquisition is expected to be high single‑digit earnings accretive in the first full financial year following Completion1.
· GAV: On Completion, the Enlarged Group is expected to have a total GAV of c.£825 million, representing an increase of approximately 23%.
· Debt: On Completion, the Group's Net LTV is expected to be c.45%, with a combined weighted average cost of debt of 3.15% per annum and a combined weighted average term of 9.1 years3.
Principal Terms of the Acquisition
The Share Purchase Agreement was entered into on 17 June 2026 between the Company and the Seller. Pursuant to the terms of the Share Purchase Agreement, the Company has agreed, subject to the satisfaction of the Conditions (as defined below), to acquire the entire issued share capital of the Target.
The purchase price shall be £108,289,077, a component of which is based upon the estimated net asset value of the Target Group at Completion. The final purchase price will be adjusted on a pound for pound basis, by applying a customary completion accounts mechanism to the component of the purchase price based upon the net asset value of the Target Group, to reflect the difference between: a) the estimated net asset value of the Target Group at Completion, and b) the actual net asset value of the Target Group at Completion9. Alongside this adjustment, the payment of the Deferred Amount will be deferred until the Completion Accounts have been finalised.
The purchase consideration payable on Completion of £107,289,077 will be satisfied by the payment to the Seller of the Cash Consideration and the balance of £62,289,077 by the allotment and issue to the Seller of the Initial Consideration Shares. Any deferred or additional consideration payable by the Company following finalisation of the Completion Accounts (including, if applicable, the Deferred Amount) will be satisfied by the allotment and issue to the Seller of the Additional Consideration Shares. Any amounts payable by the Seller following the finalisation of the Completion Accounts will be settled in cash.
The Initial Consideration Shares and the Additional Consideration Shares will be allotted and issued to the Seller at an issue price equal to the EPRA NTA per Share as at 31 December 2025 of 94.23 pence per Share.
Transaction costs of approximately £3.8 million will be incurred by the Company in relation to the Acquisition and will be funded through the Group's own cash resources.
The Initial Consideration Shares to be allotted and issued at Completion, in aggregate, represent approximately 16.8% of the Company's existing issued share capital (excluding Shares held in treasury) as at the date of this announcement and will represent approximately 14.4% of the Company's enlarged issued share capital (excluding Shares held in treasury) immediately following Completion. The allotment and issue of any Additional Consideration Shares following the finalisation of the Completion Accounts will result in a further dilution of the existing Shareholders' percentage holding of the issued share capital of the Company.
The Consideration Shares will be allotted and issued at Completion or following finalisation of the Completion Accounts credited as fully paid and will rank pari passu in all respects with the Shares in issue at the relevant time, including the right to receive all dividends, distributions or any return of capital declared, made or paid by reference to a record date after such time. The Consideration Shares will be issued in registered form and will be capable of being held in certificated and uncertificated form.
Completion of the Acquisition is conditional upon the satisfaction of the following:
a. the passing of the Resolutions at the General Meeting;
b. the despatch by ReSI of the ReSI Circular to its shareholders, and the passing, at a duly convened general meeting of the ReSI Shareholders, of the ReSI Resolution;
c. Scottish Widows not having revoked its consent to the change of control of the Target;
d. each of the Share Purchase Agreement and Property Manager Share Purchase Agreement not having been terminated in accordance with its terms; and
e. the admission by the FCA of the Initial Consideration Shares to the closed ended funds segment of the Official List and the admission of the Initial Consideration Shares to trading on the LSE's market for listed securities having become effective in accordance with the UK Listing Rules and the Admission and Disclosure Standards produced by the LSE respectively (the "Admission Condition"),
(with each of the conditions set out at (a)-(e) above being the "Conditions").
The Share Purchase Agreement contains customary warranties, covenants, undertakings and indemnities for a transaction of this nature. The Company has procured warranty and indemnity insurance, such that the Company's only recourse in respect of any claim under either the Seller Warranties or the Tax Covenant (save in respect of fraud, fraudulent misrepresentation or deliberate non-disclosure by the Seller or the Excluded Covenant) shall be under the warranty and indemnity insurance policy. The Company has also procured a separate title insurance policy in respect of the Portfolio and ownership of the Target structure.
The Board expects that, subject to the satisfaction of the Conditions, Completion will occur in mid-July 2026. The expected timetable of principal events for the Acquisition is set out within this announcement. Any revision to the timetable of principal events for the Acquisition will be notified to Shareholders through a Regulatory Information Service.
Further details of the terms of the Acquisition, including the principal terms of the Share Purchase Agreement, are set out in Appendix 5 to this announcement.
Property Manager
The retirement living rental model, a segment of the senior living sector, requires an operating partner to deliver property management services via a property management agreement. This function is currently delivered by the Property Manager, which is owned by Gresham House, and part of the same group as the alternative investment fund manager of ReSI. These services are provided on an arm's-length basis and, importantly, at cost. There is no profit paid to Gresham House.
The Property Manager is a dedicated resource for the Portfolio and trades under the My Future Living brand. It has over 25 employees with specialist experience in acquiring, managing and operating senior living rental homes. In order that the Company can continue to benefit from this vertically integrated platform, Atrato Group Limited ("AGL"), the parent company of the Company's alternative investment fund manager, will acquire the Property Manager at Completion for a nominal sum, and the AIFM will assume Gresham House's obligations under the Fund Management Agreement and the Property Management Agreement from Completion.
The structure delivers property management cost savings for the Company. It also ensures continuity of services by the Property Manager to the Portfolio and allows the Portfolio's highly-accretive debt to transfer on Completion. As is currently the case, the Property Manager will continue to operate on a cost pass-through basis following Completion, and there will be no profit paid to AGL.
Proposed change of Investment Objective and Investment Policy
Following a thorough review and after careful consideration and consultation with key Shareholders, the Board is proposing, subject to Shareholder approval, to amend the Company's investment objective and investment policy. The proposed changes will permit the Company to invest in senior living and care home assets, in addition to specialised supported housing as permitted under the Company's current investment objective and investment policy (specialised supporting housing, senior living and care homes being together the "Living" sector). In formulating the proposed changes to the Company's investment objective and investment policy, the Board and its advisers have identified opportunities to begin implementing the broadened strategic focus, which has, in turn, led to discussions concerning the Acquisition.
The Board is also taking this opportunity to propose, subject to Shareholder approval, other limited changes to the investment objective and investment policy as set out below.
Expansion of investment focus
It is proposed that the Company's investable universe will comprise:
· Specialised Supported Housing: SSH is residential accommodation that is specially designed and adapted for vulnerable adults who require care and/or support to live independently within the community. SSH assets are typically leased to Approved Providers that are regulated by the Regulator of Social Housing (or equivalent) and incorporate adaptations and service provisions tailored to the needs of individuals living in the property;
· Senior Living: Senior living assets are purpose-built residential accommodation and community developments that provide individuals over the age of 55 with rental homes, to facilitate independent living with optional on-site care and support services. Senior living assets provide self-contained homes with secure tenure for age-qualified residents and feature communal facilities and access to personalised care and/or support where required; and
· Care Homes: Care home assets are purpose-built or purpose-adapted residential healthcare facilities that integrate 24-hour accommodation with on-site regulated care and/or nursing services for individuals who can no longer live independently due to age, disability or medical need. Care home assets are typically let on occupational leases to care providers regulated by the Care Quality Commission (or equivalent).
The Company currently has a minimum exposure limit of 80% of the Group's gross asset value to SSH assets, a maximum exposure limit to any one Approved Provider of 35% of the Group's gross asset value, and a maximum exposure limit to the top two Approved Providers of 55% of the Group's gross asset value. In both recognition of, and as a consequence of, the expansion of the Company's investment focus, it is proposed that:
· the minimum exposure limit to SSH assets be amended to be by reference to Living assets in the United Kingdom and increased to 90% of the Group's gross asset value;
· the maximum exposure limit to any one Approved Provider be amended to be by reference to any one lease counterparty or occupancy agreement counterparty and decreased to 30% of the Group's gross asset value; and
· the maximum exposure limit to the top two Approved Providers be amended to be by reference to the top two lease counterparties or occupancy agreement counterparties and reduced to 50% of the Group's gross asset value.
Sustainability Strategy
The Company is also taking the opportunity to update the investment objective to reflect the Company's sustainability strategy which will be based on three key pillars, each aligned to the Company's UN Sustainable Development Goals.
· Thriving People: Putting resident welfare first and delivering on the Company's impact objectives to create long-lasting positive social outcomes.
· Sustainable Homes: Improving the quality and sustainability of the Company's portfolio to provide residents with the security and comfort of a safe, warm and efficient home that supports their health and wellbeing. Continued investment in the sustainability of the Company's homes, strengthening the energy efficiency and climate-resilience of the portfolio, will enable the Company to meet its climate commitments and achieve its net zero ambitions; and
· Engaged Governance: Making responsible choices, managing risks and partnering with stakeholders to create long-term stakeholder value.
Asset ownership structures
Finally, in recognition of the myriad ownership structures through which Living assets are held the Company is taking the opportunity to clarify it may acquire assets via special purpose vehicles and public and private companies (including alternative investment funds and closed-ended investment companies). However, in accordance with the UK Listing Rules, the Group will not invest more than 10% of its gross asset value in other listed closed-ended investment funds, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have published investment policies to invest no more than 15% of their gross assets in other listed closed-ended investment funds.
Shareholder support
Company
Certain key individuals at the Atrato Group have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting in respect of, in aggregate, 3,185,160 Shares, representing approximately 0.81% of the issued share capital of the Company (excluding Shares held in treasury) as at 16 June 2026.
ReSI
The directors of ReSI, GHAM and RCML have irrevocably undertaken to vote in favour of the ReSI Resolution to be proposed at the General Meeting in respect of, in aggregate, 6,094,313 shares, representing approximately 3.3% of the issued share capital of ReSI (excluding shares held in treasury) as at 16 June 2026.
Further, ReSI has received letters of intent to vote in favour of the ReSI Resolution from CG Asset Management Limited, Mr Waseem Shakoor and Mr Bhavesh Patel, in respect of, in aggregate, 32,992,745 shares, representing approximately 17.8% of the issued share capital of ReSI (excluding shares held in treasury) as at 16 June 2026.
Accordingly, ReSI has received written support to vote in favour of the ReSI Resolution in respect of, in aggregate, 39,087,058 Shares, representing approximately 21.1% of the issued share capital of ReSI (excluding shares held in treasury) as at 16 June 2026.
General Meeting
The Acquisition is conditional upon the passing of the Resolutions at the General Meeting. Notice of the General Meeting, which is to be held at the offices of Allen Overy Shearman Sterling LLP, 1 Bishops Square, London, E1 6AD at 9.00 a.m. on 8 July 2026, will be set out in the Circular, which is expected to be published on 19 June 2026.
The General Meeting is being held for the purposes of considering and, if thought fit, passing the Resolutions. The Resolutions seek Shareholder approval of the Company's the revised investment objective and investment policy (the full text of which is set out at Appendix 6 to this announcement). and authority to allot the Consideration Shares. The Resolutions will be proposed as ordinary resolutions, requiring a majority of votes cast to be in favour for each of the Resolutions to each be passed.
In the event that either of the Resolutions are not passed, the Acquisition will not proceed.
Recommendation
The Board considers the Proposals, and the passing of the Resolutions at the General Meeting, to be 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.
Expected Timetable of Principal Events
The expected timetable of principal events in relation to the Proposals is as follows:
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Event |
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Announcement of the Proposals |
17 June 2026 |
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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.
Presentation
An investor presentation relating to the Acquisition and the Proposals will be made available on the Company's website at www.socialhousingreit.com.
For further information, please contact:
Social Housing REIT plc |
Via Lauder Teacher Associates |
Jos Short |
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Atrato Partners Limited |
ir@atratopartners.com |
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Michael CareyNatalie Markham |
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Eddie Gilbourne |
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Deutsche Numis(Strategic Adviser and Corporate Broker) |
Tel: +44 (0) 20 7545 8000 |
Hugh JonathanAmit Wangoo |
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Lauder Teacher (Financial PR Adviser) |
sohoreit@lauderteacher.com |
Colm LauderAndrew TeacherShirin Iqbal |
Tel: +44 (0) 7787 444 960 |
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NOTES
1. This is not intended to be or is to be construed a profit forecast or estimate.
2. Valuation yield as at 30 September 2025 (as disclosed by ReSI in its annual report and accounts for the financial year ended 30 September 2025), which formed the basis of the offer for the Portfolio. The last reported valuation yield, as at 31 December 2025 (as announced by ReSI via an RNS announcement dated 20 February 2026), was 6.73%.
3. Assumes SONIA rate of 4.06% per annum as at 31 July 2026 and includes uncommitted extension options under the New Facility Agreement.
4. Source: Savills (UK) Limited.
5. Gross asset value of the Target calculated by reference to the valuation of the properties owned by the Limited Partnership and other assets less obligations under finance leases as at 31 December 2025.
6. Gross rental income of the Target is derived from contracted rent after deducting service charge expenses, direct operating expenses, and property manager fees.
7. Net rental income of the Target is calculated based upon the gross rental income of the Target, less ground rent payable and void loss.
8. Source: Bank of England. Nominal spot Gilt yield curve data, assuming a spot rate of 5.15% plus a 180 bps credit spread, applied to a 17.5 year / FY43‑equivalent maturity, as at 31 December 2025. Excludes SPENS Costs. Calculated by the AIFM.
9. The estimated net asset value and actual asset value of the Target Group has been and will be calculated by reference to the valuation of the properties owned by the Limited Partnership as at 30 September 2025 less the 30 September 2025 carrying value of the properties disposed of by the Limited Partnership since 30 September 2025.
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 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 contains inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018 as amended and supplemented from time to time). Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.
The person responsible for arranging release of this announcement on behalf of Social Housing REIT plc is Uloma Adighibe of the Company Secretary, Hanway Advisory Limited.
The Acquisition is classified as a "significant transaction" under UK Listing Rule 7 under each of the gross assets and consideration class tests. The Company is therefore required to make this significant transaction notification pursuant to UK Listing Rules 7.3.1R and 7.3.2R. Further information relating to the Acquisition, as required by UK Listing Rule 7, and the Proposals is set out in the Appendices 1 to 7 to this announcement.
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 once it has been published.
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.
Market and industry information
Certain information in this announcement has been sourced from third parties. All information contained in this announcement that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.
All references to market data, industry statistics and forecasts and other information in this announcement consist of estimates based on data and reports compiled by industry professionals, organisations, analysts, publicly available information or the Company's own knowledge of the relevant markets.
Market data and statistics are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that: (i) the markets may be defined differently; (ii) the underlying information may be gathered by different methods; and (iii) different assumptions may be applied in compiling the data. Accordingly, any market statistics included in this announcement should be viewed with caution.
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.
No profit forecast or estimate
No statement in this announcement is intended to be or is to be construed 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 the current or future financial years of the Company, or those of the Enlarged Group, would necessarily match or exceed the historical published earnings per Share.
Presentation of financial information
References to "£", "pounds Sterling", "Sterling", "p" and "pence" are to the lawful currency of the United Kingdom.
Rounding
Certain data in this announcement, including financial, statistical and operating information have been rounded, and, as a result of this rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. In certain instances, the sum of the numbers in a column or row in tables contained in this announcement may not conform exactly to the total figure given for that row or column. Percentages in tables may have been rounded and accordingly may not add up to 100% or to the precise sum of the totals expressed in such tables.
Appendix 1 - Risk Factors
Risks related to the Acquisition
· Completion of the Acquisition is subject to a number of conditions that may not be satisfied
Completion of the Acquisition is conditional upon the satisfaction of the Conditions on or before the Longstop Date including, among other matters, Shareholders approving the Resolutions and the ReSI Shareholders approving the ReSI Resolution. Whilst the Company and the Seller have obligations in relation to the satisfaction of these conditions, there can be no assurance that the requisite approval from Shareholders or the other Conditions will be satisfied. Further, there can be no assurance that the satisfaction of these conditions will not be delayed due to factors outside the control of the Company and/or the Seller. The Acquisition may, therefore, be delayed or not complete at all. Additionally, if Completion is deferred more than once because a party fails to satisfy its Completion obligations, then the other party could become entitled to terminate the Share Purchase Agreement.
If the Acquisition does not complete, the Target will not be acquired by the Company and this will prevent the anticipated benefits that the Directors believe will result from the Acquisition from being realised. Failure to complete the Acquisition may also adversely impact the reputation of the Group and the external perception of its ability to implement such transactions successfully. This may be the case even where the failure to complete the Acquisition is due to factors outside the control of the Company.
In addition, any delay in completing the Acquisition may result in the accrual of additional and (in the case of failure to complete) wasted transaction costs, including fees payable to legal advisers, accountants, financial advisers and other third parties.
· The Company may sustain losses in relation to the Acquisition for which it may not be able to obtain compensation The Seller has given certain warranties and a tax covenant in favour of the Company under the terms of the Share Purchase Agreement. The Company has obtained warranty and indemnity insurance in respect of the warranties and tax covenant given by the Seller under the Share Purchase Agreement and has agreed that its only recourse in respect of such warranties and tax covenant is under the warranty and indemnity insurance (save in respect of fraud, fraudulent misrepresentation, or deliberate non-disclosure by the Seller or the Excluded Covenant). The warranties, tax covenant and insurance policy contain certain exclusions and limitations, including in relation to amount and time. In the event that the Company sustains losses as a result of the Acquisition, it may not be able to obtain compensation for such loss from the Seller and/or the insurers as a result of such exclusions and limitations.
· Shareholders will experience dilution as a result of the Acquisition
The Initial Consideration Shares to be allotted and issued at Completion, in aggregate, represent approximately 16.8% of the Company's existing issued share capital (excluding Shares held in treasury) as at the date of this announcement and will represent approximately 14.4% of the Company's enlarged issued share capital (excluding Shares held in treasury) immediately following Completion. Existing holders of Shares would therefore experience dilution in their ownership and voting interests in the Company at admission by the FCA of the Initial Consideration Shares to the closed ended funds segment of the Official List and the admission of the Initial Consideration Shares to trading on the LSE's market for listed securities.
The allotment and issue of any Additional Consideration Shares following the finalisation of the Completion Accounts will result in a further dilution of the existing Shareholders' percentage holding of the issued share capital of the Company.
Therefore, as a consequence of the Acquisition, the number of voting rights which can be exercised and the influence that may be exerted by existing Shareholders in respect of the Company following Completion will be reduced.
· The market price of the Shares could be negatively affected by sales of substantial amounts of Shares in the public markets following Completion or the perception that these sales could occur
Following Completion, ReSI intends to return the Cash Consideration (net of deductions for, among other things, ReSI's outstanding obligations, liabilities and general working capital requirements) and distribute the Consideration Shares to its shareholders. The Consideration Shares are not subject to any lock-up restrictions or orderly market obligations. The Company cannot predict what effect, if any, future sales of the Consideration Shares or market perception that such future sales could occur, will have on the market price of the Shares. Any such sales, or the perception or any announcement that such sales could occur, could adversely affect the market price of the Shares and may make it more difficult for investors to sell their Shares on favourable terms. Such sales may also make it more difficult for the Company to issue further Shares in the future at a time and price that it deems appropriate, which could impede implementation of the Company's strategy.
Risks Relating to the Enlarged Group which result from or are impacted by the Acquisitions
· Risks relating to the Portfolio
To date, investment in senior living assets has been outside of the scope of the Company's investment policy. Subject to the Acquisition completing, the Enlarged Group will be subject to the additional sector specific risks associated with investing in senior living assets set out under the heading "Sector specific risks in relation to investment into senior living assets" below.
· The risks of completing the Acquisition could cause the market price of the Shares to decline
The market price of the Shares could decline as a result of the Acquisition if, among other reasons, the Acquisition does not proceed, the Company does not achieve the expected benefits of the Acquisition as quickly or to the extent anticipated or at all, the effect of the Acquisition on the Enlarged Group's financial results is not consistent with investors' expectations, or Shareholders sell a significant number of Shares following Completion.
· The performance of the Portfolio will be dependent on the efforts of the Property Manager, together with the performance and retention of key personnel
The Enlarged Group will be reliant on the property management services it will receive from the Property Manager following Completion in relation to the Portfolio and certain other senior living assets it may acquire. As a result, the performance of the Portfolio and such other senior living assets will, to a large extent, be dependent upon the ability of the Property Manager to deliver those services effectively. Any failure by the Property Manager to carry out the property management services may have a material adverse effect on the performance of the Portfolio and such other senior living assets. Furthermore, there can be no assurance as to the continued involvement of the Property Manager. The departure of key members of the Property Manager without adequate replacement may also have a material adverse effect on the performance of the Portfolio and such other senior living assets.
In addition, the Enlarged Group will only have limited control over the personnel of or used by the Property Manager. If any such personnel were to do anything or were alleged to have done something that may be the subject of public criticism or other negative publicity or may lead to investigation, litigation or sanction, this may have an adverse impact on the Enlarged Group and its reputation by association, even if the criticism or publicity is factually inaccurate or unfounded and notwithstanding that there may have been no involvement with, or control over, the relevant act or alleged act.
Any damage to the reputation of the personnel of the Property Manager could result in potential counterparties and other third parties such as occupiers, lenders or developers being unwilling to deal with the Property Manager and/or the Enlarged Group. This may have a material adverse effect on the ability of the Enlarged Group to successfully pursue its investment strategy and may have a material adverse effect on the performance of the Company, the Company's net asset value, the Company's earnings and returns to Shareholders.
· Risks relating to borrowing
The borrowings the Group currently has, and which the Enlarged Group may use in the future, may contain loan to value limits and interest cover covenants, alongside sustainability‑linked targets. If property valuations or rental income were to decline materially, or if indebtedness were to increase, such limits and covenants could be breached. In addition, following completion of the Acquisition, the Enlarged Group's higher loan to value will amplify the impact of movements in property valuations (both positive and negative) until such time as the Enlarged Group is able to reduce its loan to value. If the Enlarged Group is unable to successfully execute initiatives intended to reduce its loan to value over the medium-term, the risk of breaching applicable limits and covenants may therefore persist for a prolonged period. The occurrence of any such breach could result in an increase in borrowing costs, a requirement to provide additional cash or property collateral, the payment of fees to lenders, the disposal of one or more assets on potentially unattractive terms and/or, in extreme circumstances, the forfeiture of asset(s) to a lender. Any of these outcomes could result in a material decrease in the Enlarged Group's EPRA NTA. The increase in the Enlarged Group's loan to value following completion of the Acquisition will also amplify the impact of property price movements (positive or negative) until the Enlarged Group is able to reduce its loan to value.
Risks relating to the proposed amendments to the Company's Investment Objective and Investment Policy
· Sector specific risks in relation to investment into senior living assets
The properties are let to individuals who qualify for senior living housing. If an individual is in financial difficulty or refuses to pay their rent, the Group could suffer a rental shortfall and incur additional cost to re-let the property. The re-letting of the property will be restricted to people that qualify for senior living.
The RRA came into force on 1 May 2026. A key feature of the RRA is the prohibition on contractual, automatic rent reviews in residential tenancies. This means that landlords will only be able to propose one rent increase annually, utilising a statutory notice. Under the RRA, a tenant has the right to challenge the rent within 6 months of the start of a new tenancy and the right to challenge a proposed annual rent increase. If the landlord and tenant cannot agree a new rent by negotiation, the tenant can request that the decision be referred to a tribunal. Until such time as the tribunal decision is received, the tenant's rent is not subject to the proposed uplift. If the tribunal upholds an uplift, any difference between the proposed uplifted rent and the original rent is not backdated. The process therefore introduces a degree of uncertainty around the quantum of rental uplifts achievable and the timing of rental uplifts being effective, when compared to current contractual inflation-linked rental uplift mechanisms in tenancy agreements.
There may be circumstances in which the removal or eviction of a tenant is warranted. Such circumstances may include instances of a tenant undertaking illegal activities, perpetrating domestic violence, or permanent rental arrears. While these decisions will be made by a third-party service provider, there is the potential that, as an owner, the Group may receive negative media attention, which may adversely affect the Group's image.
Government may change policy or introduce legislation that affects the senior living sector. Any changes to the legislation applicable to, or the regulatory status of, the Group and/or the Group's underlying investments, could affect the net income received by Group and/or the Company's ability to provide returns to Shareholders.
· Sector specific risks in relation to investment into care homes
Both the rental income and the market value of care home assets could be affected by the operational performance of the care home. This relates both to the business being carried on in a specific property and the general financial performance of the relevant tenant. The operational performance of a care home will be affected by local conditions such as age demographics, household incomes, home values, local authority funding and Care Quality Commission (or equivalent in Northern Ireland, Scotland or Wales) ratings, all of which could lead to reduced resident occupancy levels. Furthermore, the operational performance of care homes could be influenced by the availability of carers, nurses and other care home staff, with reductions in the availability of such workers in turn leading to the potential reduction in the quality of care for occupiers of these properties, or counterparties being unable to admit occupiers to those properties.
In the event of default by a tenant if it is in financial difficulty or otherwise unable to meet its obligations under the relevant lease, the Group will suffer a rental shortfall and incur additional expenses until the property is re-let. The specialised use of a property could make re-letting it more difficult. The expenses that the Group would likely incur include legal and surveyor costs in re-letting, maintenance costs, insurances, rates and marketing costs and could have a material adverse impact on the performance of the Group, the Group's EPRA NTA, the Company's earnings and returns to Shareholders.
A negative perception of the care home sector, due to matters such as societal trends, pandemic or safeguarding failures, or difficulties in accessing social care, may result in a reduction in demand for care home beds, causing asset performance to fall below expectations despite the demographic shifts and the realities of needs-based demand in the sector. The resultant reputational damage could impact occupancy levels and rent covers across the Group's portfolio.
Neither the Group by reason of investing in care home assets nor any care home assets owned by the Group is expected to be subject to regulation. The activities of tenants may however be regulated by the Care Quality Commission (or its equivalent in Northern Ireland, Scotland or Wales). If a tenant fails to comply with Care Quality Commission regulations (or equivalent), the Care Quality Commission (or equivalent) has the power to negatively rate a home and/or threaten to withdraw its registration, following which a local authority can embargo the tenant, meaning that such tenant will be unable to accept any new local authority residents until the issue has been rectified and the embargo has been lifted. Accordingly, the ability of an embargoed tenant to provide care could be restricted and hence its ability to meet its rental payment obligations may be affected. In addition, any failure of a tenant to comply with Care Quality Commission or equivalent regulations could attract negative publicity which could have a material adverse impact on the Company's reputation, the performance of the Group, the Group's EPRA NTA, the Company's earnings and returns to Shareholders.
If a tenant fails to adequately repair and maintain the care home it leases, in accordance with the agreed repair and maintenance obligations of the relevant lease, the effect on the quality and reputation of the affected care home could result in negative business prospects for that care home, leading to reduced bed occupancy and/or increased future maintenance costs. This could have a material adverse impact on the performance of the Group, the Group's EPRA NTA, the Company's earnings and returns to Shareholders.
Government may change policy or introduce legislation that affects the UK care sector. Any changes to the legislation applicable to, or the regulatory status of, the Group, its tenants or the Group's underlying investments, could affect the net incomes received by the tenants and/or the Company's ability to provide returns to Shareholders.
· Amendments to the Company's maximum and minimum exposure limits
Under the proposed amended investment policy, the Company will: (i) reduce its permitted maximum exposure to any one lease or occupancy agreement counterparty, and its permitted maximum aggregate exposure to its top two counterparties; and (ii) increase its minimum exposure to its core investment focus.
Whilst the intention of the amendment to the maximum exposure limits is to reduce the risk of the Enlarged Group's investments being concentrated with specific counterparties, this could also have the effect of limiting the Company's ability to acquire certain assets or increase its exposure to specific counterparties where this may be desirable, and where doing so may have been permissible under the Company's existing investment policy.
Whilst the intention of the amendment to the minimum exposure limit is to increase the focus on the Company's core investment focus, this could also have the effect of limiting the Company's ability to acquire certain assets which do not solely comprise Living assets where this may be desirable, and where doing so may have been permissible under the Company's existing investment policy.
Appendix 2 - Related Party Transactions
In recognition of the benefit to the Company from its AIFM's group inheriting and maintaining the management arrangements and consistent with the principle that costs incurred in connection with the provision of such management arrangements are met by the Limited Partnership:
· the Company has agreed to pay part of the transaction costs, including fees payable to advisers and insurance premia, incurred by the AIFM's group in connection with the acquisition of the Property Manager and inheriting the management arrangements equal to £135,000 (excluding VAT);
· the Company and AGL have agreed in principle that where the Property Management Agreement is terminated other than as a consequence of the default of any member of AGL's group or by reason of a member of the AGL group giving notice for convenience following Completion: (i) the Company will consider in good faith acquiring the Property Manager but will be under no obligation to do so; (ii) the Company will in good faith propose the acquisition of the Property Manager to any successor service provider but will be under no obligation to procure that any successor service provider acquires the Property Manager; and (iii) where a transfer cannot be secured, the Limited Partnership will contribute to the reasonable, properly incurred and evidenced costs and expenses and liabilities of winding-up the Property Manager on a costs pass-through basis (other than any costs, expenses and liabilities that do not relate to the business of the provision of property management services under the Property Management Agreement) subject to (A) the Property Manager's obligation to mitigate such costs, expenses and liabilities; (B) a cap of £1,000,000; and (iii) such costs, expenses and liabilities being incurred within 18 months of the termination of the Property Management Agreement; and
· the Company and AGL have agreed to formalise the arrangements in connection with the termination of the Property Management Agreement following Completion.
Save as described above, the Group has not entered into any related party transactions that are relevant to the Acquisition and have not been published during the period from 31 December 2025, being the end of the last financial period for which financial information has been published, and the date of this announcement.
Appendix 3 - Legal and Arbitration Proceedings
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had, during the 12 months prior to the date of this announcement, a significant effect on the Group's financial position or profitability.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had, during the 12 months prior to the date of this announcement, a significant effect on the Target's financial position or profitability.
Appendix 4 - Significant Change Statement
There has been no significant change in the financial or trading position or the financial performance of the Group since 31 December 2025, being the date to which the last audited accounts for the Group have been prepared.
Appendix 5 - Material Contracts
The following contracts (not being contracts entered into in the ordinary course of business), have been entered into by a member the Group and are contracts that the Directors consider Shareholders would reasonably require information on to make a properly informed assessment of how to vote at the General Meeting.
· The Share Purchase Agreement
Parties and structure
The Share Purchase Agreement was entered into on 17 June 2026 between the Company and the Seller. Pursuant to the terms of the Share Purchase Agreement the Company has agreed, subject to the satisfaction of the Conditions, to acquire the entire issued share capital of the Target.
Conditions to Completion
Completion of the Acquisition is conditional upon the satisfaction of the following Conditions:
o the passing of the Resolutions at the General Meeting;
o the despatch by ReSI of the ReSI Circular to its shareholders, and the passing, at a duly convened general meeting of the ReSI Shareholders, of the ReSI Resolution;
o Scottish Widows not having revoked its consent to the change of control of the Target;
o each of the Share Purchase Agreement and Property Manager Share Purchase Agreement not having been terminated in accordance with its terms; and
o the Admission Condition.
The Share Purchase Agreement will automatically terminate in the event that the Conditions have not been satisfied by 6.00 p.m. on the Longstop Date (or such later date as the Company and the Seller may agree in writing).
Consideration
The purchase price shall be £108,289,077, a component of which is based upon the estimated net asset value of the Target Group at Completion. The final purchase price will be adjusted on a pound for pound basis, by applying a customary completion accounts mechanism to the component of the purchase price based upon the net asset value of the Target Group, to reflect the difference between: a) the estimated net asset value of the Target Group at Completion, and b) the actual net asset value of the Target Group at Completion9. Alongside this adjustment, the payment of the Deferred Amount will be deferred until the Completion Accounts have been finalised.
If the Target Group's actual net asset value at Completion is:
· the same as the estimated net asset value at Completion, the Company will pay to the Seller the Deferred Amount;
· greater than the estimated net asset value at Completion, the Company will pay to the Seller the Deferred Amount plus an amount equal to the difference between the estimated net asset value and the actual net asset value;
· less than the estimated net asset value at Completion and the shortfall in net asset value is less than the Deferred Amount, the Company will pay to the Seller an amount equal to the difference between the shortfall and the Deferred Amount; and
· less than the estimated net asset value at Completion and the shortfall in net asset value is greater than the Deferred Amount, the Seller will pay to the Company an amount in cash equal to the difference between the shortfall and the Deferred Amount.
The purchase consideration payable on Completion of £107,289,077 will be satisfied by the payment to the Seller of the Cash Consideration and the balance of £62,289,077 million by the allotment and issue to the Seller of the Initial Consideration Shares. Any deferred or additional consideration payable by the Company following finalisation of the Completion Accounts (including, if applicable, the Deferred Amount) will be satisfied by the allotment and issue to the Seller of the Additional Consideration Shares. Any amounts payable by the Seller following the finalisation of the Completion Accounts will be settled in cash.
The Initial Consideration Shares and the Additional Consideration Shares will be allotted and issued to the Seller at an issue price equal to the EPRA NTA per Share as at 31 December 2025 of 94.23 pence per Share.
The Consideration Shares will be allotted and issued at Completion or following finalisation of the Completion Accounts credited as fully paid and will rank pari passu in all respects with the Shares in issue at the relevant time, including the right to receive all dividends, distributions or any return of capital declared, made or paid by reference to a record date after such time. The Consideration Shares will be issued in registered form and will be capable of being held in certificated and uncertificated form.
Pre-Completion undertakings
The Seller has given customary undertakings in relation to the period between the signing of the Share Purchase Agreement and Completion, including to procure that the business of the Target is carried on in all material respects in the ordinary course, subject to certain agreed upon and customary exceptions or with the prior written consent of the Company. The Seller shall indemnify the Company from losses which it may suffer in connection with a breach by the Seller of such undertakings.
Company warranties and limitations on liability
The Company has given warranties to the Seller which are customary for a transaction of this nature. These include, inter alia, warranties in respect of its power and authority to enter into and perform the Share Purchase Agreement, solvency, compliance with certain regulatory obligations and the audited accounts of the Group for the financial year ending 31 December 2025 (the "Buyer Warranties"). The Buyer Warranties are subject to customary limitations.
Seller Warranties and indemnities
The Seller has given warranties to the Company which are customary for a transaction of this nature. These include, inter alia, warranties in respect of the Seller's authority and capacity to enter into and perform the Share Purchase Agreement, title to the shares in the Target, title to the Target's interests in the Limited Partnership, certain financial information in respect of the Target and other accounting and financial matters, the Portfolio, insurance, compliance with certain legal and regulatory requirements, assets and liabilities of the Target, litigation, insolvency, employment and pensions, intellectual property, data protection, environment health and safety and anti-bribery and corruption (the "Seller Warranties"). The Seller Warranties and certain Buyer Warranties will be repeated at Completion.
The Seller has also given a customary tax covenant in favour of the Company, which covers any taxation in respect of the period prior to Completion and certain other amounts in respect of tax, subject to usual exclusions for a transaction of this nature (the "Tax Covenant").
The Company has procured warranty and indemnity insurance in respect of the Seller Warranties and the Tax Covenant, such that the Company's only recourse in respect of any claim under either the Seller Warranties or the Tax Covenant (save in respect of fraud, fraudulent misrepresentation or deliberate non-disclosure by the Seller or the Excluded Covenant) shall be under the warranty and indemnity insurance policy. The Company has also procured a separate title insurance policy in respect of the Portfolio and ownership of the Target structure. The maximum amount that can be recovered by the Company under the warranty and indemnity insurance is £30.35 million, equivalent to approximately 28% of the consideration payable under the Share Purchase Agreement. The maximum amount that can be recovered under the title insurance policy is £189 million.
The Share Purchase Agreement contains certain other customary time limitations and other limitations and exclusions upon the ability of the Company to claim against the Seller for breach of the Seller Warranties or under the Tax Covenant.
Termination
The Share Purchase Agreement will automatically terminate in the event that the Conditions have not been satisfied by 6.00 p.m. on the Longstop Date (or such later date as the Company and the Seller may agree in writing).
The Company may terminate the Share Purchase Agreement prior to Completion without liability on its part upon any of the following events:
o a Target Material Adverse Change having occurred;
o a breach by the Seller of certain agreed pre-completion undertakings which has a materially adverse effect on the Target's undertaking and business taken as a whole;
o the Seller breaches certain pre-completion undertakings in connection with procuring that ReSI holds the ReSI General Meeting and the ReSI's directors' recommendation for ReSI Shareholders to vote in favour of the ReSI Resolution;
o the ReSI Shareholders vote against the passing of the ReSI Resolution at the ReSI General Meeting; or
o the Seller fails to satisfy its Completion obligations.
The Seller may terminate the Share Purchase Agreement prior to Completion without liability on its part upon any of the following events:
o the Company breaches certain pre-completion undertakings in connection with holding the General Meeting and the Directors' recommendation for Shareholders to vote in favour of the Resolutions;
o the Shareholders vote against the passing of the Resolutions at the General Meeting;
o a Company Material Adverse Change having occurred; or
o the Company fails to satisfy its Completion obligations.
Governing law and jurisdiction
The Share Purchase Agreement and any non-contractual obligations connected with it are governed by English law. The courts of England and Wales have exclusive jurisdiction in relation to all disputes arising out of, or in connection with, the Share Purchase Agreement, including disputes relating to any non-contractual obligations.
· New Facility Agreement
Pursuant to a facility agreement dated 29 April 2026 between, among others, TP REIT Propco 4 Limited (an indirect subsidiary of the Company) (the "Borrower") and Barclays Bank PLC (as arranger, agent and security agent) ("Barclays") (the "New Facility Agreement"), Barclays has made available to the Borrower:
· a sterling revolving credit facility in an aggregate amount of £25,000,000 ("Facility A"); and
· a sterling term loan facility in an aggregate amount of £5,000,000 ("Facility B"),
together totalling £30,000,000 (the "Barclays Facilities").
The Barclays Facilities are fully drawn down as at the date of this announcement in order to part fund the Cash Consideration.
The availability period for Facility A runs from the date of the New Facility Agreement to the interest payment date (being 31 March, 30 June, 30 September and 31 December in each year) immediately prior to the Facility A Termination Date (as defined below).
The availability period for Facility B runs from the date of the New Facility Agreement to the date falling 10 days thereafter.
Facility A will terminate on the date falling 36 months after the date of the New Facility Agreement (the "Facility A Termination Date"), subject to two extension options: a first extension to 48 months and a second extension to 60 months, in each case at the discretion of Barclays. Facility B will terminate on the date falling 12 months after the date of the New Facility Agreement (the "Facility B Termination Date").
Sums drawn down under Facility A are repayable at the end of each interest period (each interest period being three months) and may be re-drawn on a revolving basis, whilst sums drawn down under Facility B must be repaid in full on the Facility B Termination Date and may not be re-borrowed.
Interest accrues on the Barclays Facilities at a floating rate equal to the applicable margin plus the compounded reference rate (based on SONIA). The margin is 1.75% per annum for Facility A and 1.80% per annum for Facility B. An additional 1% per annum above the applicable rate is charged on any overdue amounts.
Under the New Facility Agreement, Barclays is entitled to receive: (a) arrangement fees of £150,000 in respect of Facility A and £30,000 in respect of Facility B; (b) a commitment fee of 0.70% per annum on undrawn amounts under Facility A during the availability period as referred to above; (c) a management fee of £10,000 per annum, payable quarterly in arrears; and (d) market standard agency and security agent fees. A prepayment and cancellation fee applies at 0.75% of the amount prepaid or cancelled, if made on or before the first anniversary of the date of the New Facility Agreement, and 0.25% of the amount prepaid or cancelled, if made after the first but on or before the second anniversary of the date of the New Facility Agreement, with no fee payable thereafter.
The Barclays Facilities are secured by the following security interests:
· an all-assets debenture granted by the Borrower in favour of Barclays; and
· a share charge granted by the parent company of the Borrower, granting security over the shares of the Borrower and over any subordinated debt in relation to the shareholder (or any other person who becomes a subordinated creditor),
(together the "Security").
Tests must be met throughout the loan term, including in respect of projected interest cover, loan to value, sponsor gearing and the market value of the floating charge properties which are the subject of the Security relative to the amount drawn down under Facility B.
If a financial covenant is breached and not remedied, this is an event of default, though the Borrower has limited cure rights. The Borrower may exercise no more than three cure rights over the initial term of Facility A, and this cap is shared with any property substitutions, (i.e. where the Borrower swaps out a property forming part of the security pool for a replacement property), meaning that each cure right exercised or property substitution made reduces the total number of times either mechanism can be used.
The New Facility Agreement includes customary events of default, including non-payment (subject to a three Business Day grace period for administrative or technical error), financial covenant breach, misrepresentation, cross-default, insolvency, insolvency proceedings, creditors' process, cessation of business, unlawfulness and invalidity, repudiation, headlease forfeiture, ownership of the Borrower, audit qualification, material adverse change, and major tenant default. If an event of default occurs and is continuing, Barclays can cancel all commitments, demand immediate repayment of the entire loan and/or enforce the Security.
The New Facility Agreement includes a mandatory prepayment obligation where a change of control event occurs, being where the AIFM ceases to act as investment manager to the Company, or where the Company ceases to be the ultimate legal and beneficial owner of the entire issued share capital of the Borrower, or otherwise ceases to control the Borrower. Upon a change of control, Barclays may cancel its commitment and declare its participation in the loans immediately due and payable.
The New Facility Agreement is governed by the laws of England and Wales.
The following contracts (not being contracts entered into in the ordinary course of business), have been entered into by the Target or the Limited Partnership and are contracts that the Directors consider Shareholders would reasonably require information on to make a properly informed assessment of how to vote at the General Meeting.
· The Limited Partnership Agreement
The General Partner, in its capacity as general partner to the Limited Partnership, and the Target, as sole limited partner of the Limited Partnership, are party to the Limited Partnership Agreement. The Limited Partnership Agreement sets out the rights and obligations of the partners of the Limited Partnership and provides that the business of the Limited Partnership is acquiring, holding, letting managing and realising the portfolio of properties owned by the Limited Partnership from time to time. Subject to certain customary early termination events and the ability to extend its life, the Limited Partnership has a fixed life to 31 December 2057. The Target's interest in the Limited Partnership is freely transferable.
The General Partner is responsible for the management of the Limited Partnership to the exclusion of the Target in its capacity as a limited partner. The following matters, inter alia, are reserved to the Target in its capacity as a limited partner under the Limited Partnership Agreement:
o the General Partner must not transfer its rights and obligations as the general partner of the Limited Partnership without unanimous consent of the limited partners;
o the General Partner must terminate the Property Management Agreement or the Fund Management Agreement and appoint a replacement if the limited partners pass a Special Resolution requiring its termination and the respective agreement can be terminated in accordance with its terms at that time;
o the General Partner must not complete any disposal or acquisition of over £1,000,000 to the fund manager (which will be the AIFM following Completion), members of the fund manager's group or any fund they advise without prior approval by way of a Special Resolution;
o the General Partner must not amend or enter into any agreement that would increase the fees payable to the fund manager or the Property Manager without approval by way of a Special Resolution;
o the limited partners may remove the General Partner for certain customary events and if the Property Management Agreement is terminated by a resolution approved by Ordinary Resolution; and
o the Limited Partnership Agreement may only be varied with the prior approval of a Special Resolution.
The General Partner performs its role on a costs pass-through basis with no profit margin. After satisfaction of the General Partner's costs, the income profit and realised capital gains of the Limited Partnership are allocated to the Target.
The Limited Partnership has given certain market standard indemnities in favour of the General Partner in respect of the General Partner's potential losses in carrying out its duties under the Limited Partnership Agreement.
The Limited Partnership Agreement is governed by the laws of England.
On Completion, AGL will acquire the Property Manager which owns the General Partner.
· Fund Management Agreement
The Limited Partnership acting by the General Partner, the General Partner and GHAM are party to the Fund Management Agreement.
Pursuant to the Fund Management Agreement, GHAM has been appointed as fund manager and operator of the Limited Partnership for the purposes of FSMA, with authority to do all acts and things on behalf of the Limited Partnership and the General Partner requiring authorisation under FSMA, and to provide fund management advice and services to the General Partner. Under the terms of the Fund Management Agreement, GHAM's duties include co-ordinating, managing and monitoring the Property Manager. GHAM does not receive any additional fees in connection with the provision of fund manager and operator services under the Fund Management Agreement.
The Fund Management Agreement is terminable by either GHAM or the General Partner on behalf of the Limited Partnership with immediate effect following the occurrence of certain circumstances, including if GHAM ceases to be authorised under FSMA to operate the Limited Partnership, or the entry into liquidation by either of the General Partner or the Limited Partnership. GHAM may also terminate the Fund Management Agreement with at least 65 business days written notice, provided that no notice shall take effect until the earlier of: (a) the appointment of a successor fund manager for the Limited Partnership (in such circumstances, the General Partner must use reasonable endeavours to appoint a successor fund manager); or (b) 52 weeks from the date of service of such notice by GHAM. The General Partner on behalf of the Limited Partnership may also terminate the Fund Management Agreement if GHAM ceases to be the alternative investment fund manager of ReSI. This termination right will be replicated in respect of the AIFM ceasing to be the alternative investment fund manager of the Company on Completion.
The Limited Partnership has given certain market standard indemnities in favour of GHAM in respect of GHAM's potential losses in carrying on its responsibilities under the Fund Management Agreement.
The Fund Management Agreement is governed by the laws of England.
On Completion, GHAM's obligations under the Fund Management Agreement will be novated to the AIFM.
· Property Management Agreement
The Limited Partnership acting by the General Partner, the General Partner and the Property Manager, amongst others, are party to the Property Management Agreement.
Pursuant to the Property Management Agreement, the Property Manager has been appointed to provide property investment advice and manage the Portfolio and GHAM co-ordinates, manages and monitors the Property Manager.
The Property Manager provides the services under the Property Management Agreement on a cost pass-through basis with no profit margin. The Property Manager is paid a management fee equal to the sum of all costs incurred by the Property Manager in, or relating to, the provision of the services (including employee-related costs, and other general, administrative, operating and legal costs and expenses incurred by the Property Manager in connection with the performance of its obligations under the Property Management Agreement). The management fee is calculated and paid on a monthly basis in advance, with such fees reconciled at the end of each quarter, to confirm whether any balancing payment is to be paid to, or reimbursed by, the Property Manager.
The Property Management Agreement shall continue in force until 31 July 2026, unless terminated beforehand by either the General Partner or the Property Manager with immediate effect in certain circumstances, including, if the Property Manager, the General Partner or the Limited Partnership enter into liquidation, or if there has been a fundamental default of the Property Manager, the General Partner or the Limited Partnership of their obligations under the Property Management Agreement. Further, upon termination of the Property Management Agreement, the Fund Manager can require the Property Manager to transfer its ownership of the General Partner as the Fund Manager may direct.
The Limited Partnership has given certain market standard indemnities in favour of the Property Manager in respect of the Property Manager's potential losses in carrying on its responsibilities under the Property Management Agreement.
The Property Management Agreement is governed by the laws of England.
On Completion, AGL will acquire the Property Manager, the AIFM will assume the obligations of the Fund Manager under the Property Management Agreement and the term of the Property Management Agreement will be extended to 30 June 2027.
· The Scottish Widows Facility
Pursuant to a facility agreement dated 28 June 2018 (as amended and restated on 24 October 2018, 23 April 2019 and 6 May 2021) and made between, among others, the Target (as borrower), the Limited Partnership (acting by the General Partner), the General Partner and the Nominee (the "Obligors"), Lloyds Bank plc (acting as agent and security trustee for the finance parties) ("Lloyds") and Scottish Widows Limited (as lender) ("Scottish Widows") (the "SW Facility Agreement"), Scottish Widows has made available to the Target a term loan facility of £97,000,000 (the "Scottish Widows Facility").
The Scottish Widows Facility is fully drawn down, with £92.1 million outstanding as at 16 June 2026 (being the latest practicable date prior to the publication of this announcement). The Scottish Widows Facility is repaid through scheduled instalments and must be repaid in full by 29 June 2043. Fixed all-in rate interest accrues on the facility at 3.46% per annum and is payable quarterly. An additional 2% per annum is charged on any overdue amounts.
The SW Facility Agreement contains a joint and several cross guarantee and indemnity from each of the Nominee, the General Partner and the Limited Partnership (acting through the General Partner) in respect of the obligations of each transaction obligor under the SW Facility Agreement, being the Obligors, the Seller and the subordinated creditors (being the Obligors, the Seller and any other person who becomes a subordinated creditor in accordance with the SW Facility Agreement).
The Scottish Widows Facility is secured by:
o various security agreements and supplemental security agreements in favour of Lloyds executed by each of the Target, the General Partner (both for itself and on behalf of the Limited Partnership) and the Nominee containing fixed and floating charges over the relevant chargor's assets to include charges over certain properties;
o various standard security agreements granted by the General Partner in favour of Lloyds governed by Scottish law in respect of properties located in Scotland;
o a Scottish law floating charge in respect of properties located in Scotland granted by the Limited Partnership (acting by the General Partner) and the General Partner in favour of Lloyds;
o a limited recourse share charge granted by the Property Manager in favour of Lloyds, over all shares owned by it or held on its behalf (including the entire issued share capital of the General Partner), together with all related rights; and
o a limited recourse share charge granted by the Seller in favour of Lloyds, over all shares owned by it or held on its behalf (including the entire issued share capital of the Target), together with all related rights, plus security by way of an assignment of all of its rights held by the Seller in respect of any debt or credit agreement included within the subordination agreement referred to in the below paragraph ("Seller's Share Charge").
The Scottish Widows Facility contains standard warranties and undertakings including the following restrictions: the Obligors cannot create additional security over their assets, sell assets without consent, or incur any further unsubordinated debt.
The Scottish Widows Facility imposes restrictions on the appointment, amendment or termination of any managing agent of the property portfolio without the prior consent of Lloyds. The managing agent must enter into a duty of care agreement with Lloyds. Similar restrictions apply to the operator of the Limited Partnership, known as the fund manager, who must at all times comply with applicable laws and regulations in connection with its role as operator of the Limited Partnership.
Financial tests must be met throughout the loan term, ensuring that: (i) rental income from the properties owned by the Limited Partnership is sufficient to cover interest and loan repayments; and (ii) the loan amount does not exceed a certain percentage of the value of the property portfolio of the Limited Partnership. If a test is breached and not remedied, this is a default, though the Target has limited cure rights (up to eight times over the loan's life, and no more than twice in any twelve-month period).
The Scottish Widows Facility includes other events of default, including insolvency events of default which are applicable to each of the Obligors or the operator of the Limited Partnership. If a default occurs and continues, Scottish Widows can cancel all commitments, demand immediate repayment of the entire loan and/or instruct Lloyds to enforce the security over the properties and other assets.
The Scottish Widows Facility includes a mandatory prepayment obligation in certain customary circumstances, such as where a 'change of control' event occurs whereby the entity directly owning the entire issued share capital of the Seller, the Target or the General Partner ceases to do so, or where the Target ceases to be the sole limited partner in the Limited Partnership.
Upon any voluntary prepayment, mandatory prepayment (including on a change of control), cancellation, or acceleration following an event of default, the Target is required to pay additional costs, including break costs and compensation to Scottish Widows for lost interest over the remaining term.
The SW Facility Agreement is governed by the laws of England and Wales.
Effects of the Acquisition
o Lloyds have, conditional on Completion, consented to the change of control of the Target pursuant to clauses 7.2.1 and 7.2.2 of the SW Facility Agreement as a result of the Acquisition.
At Completion:
o the Seller's Share Charge will be released pursuant to a deed of release to be entered into by Lloyds in favour of the Seller;
o the SW Facility Agreement will be amended and restated to, among other items, reflect the new ownership of the Target by the Company;
o a new security agreement will be entered into between the Company (as the new shareholder of the Target) and Lloyds, granting a fixed charge over the shares in the Target and an assignment of subordinated debt, in both cases limited in recourse to the assets charged; and
o the Company will accede to the existing subordination agreement to subordinate any loans made by the Company to the Target to the obligations owed to Scottish Widows and the other finance parties under the SW Facility Agreement.
Appendix 6 - Revised Investment Objective and Policy
Investment Objective
The Company's Investment Objective is to provide sShareholders with stable, long-term, inflation-linked income from a portfolio of Living Social Housing assets in the United Kingdom with a particular focus on Supported Housing assets. In doing so the Group Company follows a sustainability strategy based on three key pillars - Thriving People, Sustainable Homes, and Engaged Governance - with the objective of benefiting residents, communities, and shareholders. The Group Company also targets the creation of positive social impact by targeting four impact objectives: solving for the social need for more Living assets specialised supported housing, to fund sustainable developments, to increase the supply of sustainable Living assets and social housing, to work with quality services and partnerships[1]. The portfolio comprises investments in operating assets and the forward funding of pre-let development assets,. Tthe Group seeks to optimise the mix of these assets to enable it to pay a progressive covered dividend increasing in line with inflation and so generate an attractive risk-adjusted total return.
Investment Policy
To achieve the its investment objective, the Group invests in a diversified portfolio of freehold or long leasehold assets across specialised supported social housing ("SSH"), senior living and care homes (together the "Living" sector) in the UK. Supported Housing assets account for at least 80% of the Group's gross asset value. The Group may acquire acquires portfolios or of social housing assets and single social housing assets, either directly or indirectly via special purpose vehicles and public and private companies (including alternative investment funds and closed-ended investment companies).SPVs. Each asset is subject to a lease or occupancy agreement with an Approved Provider. The rent derived from the portfolio payable thereunder is, or is expected to be, subject to adjustment in line with inflation (generally CPI) or central housing benefit policy. Title to the assets remains with the Group under the terms of the relevant lease. The Group is not primarily responsible for any management or maintenance obligations under the terms of the lease or occupancy agreement, which typically are serviced by the Approved Provider lessee, save that the Group may take responsibility for funding the cost of planned maintenance. The Group is not responsible for the provision of care to residents of Supported Housing assets.
The Living social housing assets are sourced in the market by the Investment Manager. In asset selection, consideration is given to the alignment of an asset to supporting the Group's sustainability strategy impact objective sought.
The Group intends to hold its portfolio over the long-term, generally, benefitting from generally long-term upward onlyleases or occupancy agreements which are, or are expected to be, linked to inflation or central housing benefit policy. The Group may sell investments should an opportunity arise that would enhance the value of the Group as a whole.
For SSH and care home assets, the Group is not primarily responsible for any management or maintenance obligations which are typically serviced by the lessee, save that the Group may take responsibility for funding the cost of planned maintenance.
For Senior Living assets, the Group may take responsibility for the management or maintenance obligations of the assets but will seek to outsource day-to-day responsibility for management and maintenance.
The Group is not responsible for the provision of care to the residents of the assets.
The Group may forward fund the development of new Living social housing assets when the Investment Manager believes that to do so would enhance returns for shareholders and/or secure an asset for the Group's portfolio at an attractive yield. Forward funding will only be provided in circumstances in which:
· there is an agreement for to lease for the relevant property upon completion in place with an Approved Provider;
· planning permission has been granted in respect of the site; and
· the Group receives a return on its investment (at least equivalent to the projected income return for the completed asset) during the construction phase and before the start of the lease.
For the avoidance of doubt, the Group will not acquire land for speculative development. of social housing assets. In addition, the Group may engage third party contractors to renovate or customise existing Living social housing assets as necessary.
Gearing
The Group uses gearing to enhance equity returns. The Directors will employ a level of borrowing that they consider prudent for the asset class and will seek to achieve a low cost of funds while maintaining flexibility in the underlying security requirements and the structure of both the Company's portfolio and the Group.
The Directors intend that the Group will target a level of aggregate borrowings over the medium-term equal to approximately 40% of the Group's gross asset value. The aggregate borrowings will always be subject to an absolute maximum, calculated at the time of drawdown, of 50% of the Group's gross asset value.
Debt will typically be secured at the asset level, whether over a particular property or a holding entity for a particular property (or series of properties), without recourse to the Group and having consideration for key metrics including lender diversity, cost of debt, debt type and maturity profiles.
Use of Derivatives
The Group may use derivatives for efficient portfolio management. In particular, the Group may engage in full or partial interest rate hedging or otherwise seek to mitigate the risk of interest rate increases on borrowings incurred in accordance with the Investment Policy as part of the Group's portfolio management. The Group will not enter into derivative transactions for speculative purposes.
Investment restrictions
The following investment restrictions apply:
· the Group will only invest 90% of its gross asset value in Living social housing assets located in the United Kingdom;
· the Group will only invest in SSH and care home assets where there is a lease or occupancy agreement in place, or where an agreement to enter such an arrangement exists;
· the Group will only invest in SSH social housing assets where the counterparty to the lease or occupancy agreement in place is an Approved Provider. Notwithstanding that, the Group may acquire a portfolio consisting predominantly of social housing assets where a small minority of such assets are leased to third parties who are not Approved Providers. The acquisition of such a portfolio will remain within the Investment Policy provided that at least 90% (by value) of the assets are leased to Approved Providers and, in aggregate, all such assets within the Group's total portfolio represent less than 5% of the Group's gross asset value at the time of acquisition;
· at least 80% of the Group's gross asset value will be invested in Supported Housing assets;
· the maximum exposure to any one asset (which, for the avoidance of doubt, will include houses and/or apartment blocks located on a contiguous basis) will not exceed 20% of the Group's gross asset value;
· the maximum exposure to any one lease or occupancy agreement counterparty Approved Provider will not exceed 3035% of the Group's gross asset value, however the maximum aggregate exposure to the top two counterparties Approved Providers will not exceed 5055%;
· the Group may forward fund Living assets social housing units in circumstances where there is an agreement forto lease in place and where the Group receives a coupon (or equivalent reduction in the purchase price) on its investment (generally slightly above or equal to the projected income return for the completed asset) during the construction phase and before entry into the lease. Forward funding equity commitments will be restricted to an aggregate value of not more than 20% of the Group's net asset value, calculated at the time of entering into any new forward funding arrangement;
· the Group will not invest more than 10% of its gross asset value in other listed closed-ended alternative investment funds, except that this restriction shall not apply to investments in listed or closed-ended investment funds companies (which themselves have published investment policies to invest no more than 15%for the avoidance of doubt, does not prohibit the acquisition of their gross SPVs which own individual, or portfolios of, social housing assets in other listed closed-ended investment funds);
· the Group will not set itself up as an Approved Provider; and
· the Group will not engage in short selling.
The investment limits detailed above apply at the time of the acquisition of the relevant asset in the portfolio. The Group will not be required to dispose of any investment or to rebalance its portfolio as a result of a change in the respective valuations of its assets or a merger of lease or occupancy agreement counterparties Approved Providers.
Appendix 7 - Definitions
|
Acquisition |
|
has the meaning given to it in the introduction to this Announcement; |
|
Additional Consideration Shares |
|
has the meaning given to it in the introduction to this Announcement; |
|
Admission Condition |
|
has the meaning given to it in the section titled "Principal Terms of the Acquisition" of this announcement; |
|
AGL |
|
Atrato Group Limited, a private limited company incorporated in England and Wales with registered number 12333067 and having its registered office C/O Hillier Hopkins LLP, First Floor, Radius House, 51 Clarendon Road, Watford, Hertfordshire, United Kingdom, WD17 1HP; |
|
AIFM |
|
Atrato Partners Limited, a private limited company incorporated in England and Wales with registered number 10533101 and having its registered office at C/O Hillier Hopkins First Floor, Radius House, 51 Clarendon Road, Watford, United Kingdom, WD17 1HP; |
|
Approved Provider |
|
a housing association, local authority or other regulated organisation in receipt of direct payment from local government including a care provider; |
|
Atrato Group |
|
AGL and any of its subsidiary undertakings from time to time; |
|
Barclays |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
Barclays Facilities |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
Board |
|
the board of Directors of the Company; |
|
Borrower |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
Business Day |
|
any day (other than a Saturday, Sunday or public holiday) during which clearing banks are open for non-automated business in London; |
|
Buyer Warranties |
|
has the meaning given to it in the section titled 'Company warranties and limitations on liability' of this announcement; |
|
Care Quality Commission |
|
the 'Care Quality Commission', being the executive non-departmental public body responsible for regulating the provision of health and adult social care in England; |
|
Cash Consideration |
|
has the meaning given to it in the introduction to this Announcement; |
|
Circular |
|
has the meaning given to it in the introduction to this Announcement; |
|
Company |
|
Social Housing REIT plc, a public limited company incorporated in England and Wales with registered number 10814022 and having its registered office at The Scalpel 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF; |
|
Company Material Adverse Change |
|
a breach of certain fundamental Buyer Warranties and/or the net asset value of the Company is reduced or is in the reasonable opinion of the Seller acting in good faith likely to reduce in excess of 30% as a result of a breach of a Buyer Warranty (unless such breach is remedied, if capable of being remedied, within 10 Business Days of notification to the Company of such breach), other than as a result of any action or omission expressly required or expressly permitted by the Share Purchase Agreement or with the prior written consent of the Seller; |
|
Completion |
|
completion of the Acquisition in accordance with the provisions of the Share Purchase Agreement; |
|
Completion Accounts |
|
the unaudited management accounts of the Target Group drawn up as at the Completion Date; |
|
Completion Date |
|
the date of completion of the Acquisition; |
|
Conditions |
|
has the meaning given to it in the section titled "Principal Terms of the Acquisition" of this announcement; |
|
Consideration Shares |
|
the Initial Consideration Shares and/or the Additional Consideration Shares, as the case may be; |
|
Deferred Amount |
|
has the meaning given to it in the introduction to this Announcement; |
|
Deutsche Numis |
|
Deutsche Bank AG, London Branch, which is trading for these purposes as Deutsche Numis; |
|
Directors |
|
the directors of the Company from time to time; |
|
Enlarged Group |
|
the Group as enlarged by the Acquisition; |
|
EPRA |
|
the European Public Real Estate Association, the industry body for European REITS; |
|
EPRA Adjusted Earnings |
|
EPRA earnings adjusted for non-cash items such as the amortisation of finance costs and the movement in lease incentive debtors which is considered a better reflection of the measure to assess trading performance and dividend cover; |
|
EPRA NTA |
|
EPRA net tangible assets, being an EPRA net asset value measure with adjustments made for the fair values of certain financial derivatives and which assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability; |
|
EPRA NTA per Share |
|
the EPRA NTA of the Company divided by the number of Shares in issue (excluding any Shares held in treasury); |
|
Excluded Covenant |
|
the covenant within the Tax Covenant under which the Seller agrees to indemnify the Company in the event that the Seller or any member of the Seller's group apportions any interest disallowance to the Target structure after Completion under the corporate interest restriction rules in Part 10 of the Taxation (International and Other Provisions) Act 2010; |
|
Facility A |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
Facility A Termination Date |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
Facility B |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
Facility B Termination Date |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
FCA or Financial Conduct Authority |
|
the Financial Conduct Authority of the UK, its predecessors or its successors from time to time, including, as applicable, in its capacity as the competent authority for the purposes of Part VI of FSMA; |
|
FSMA |
|
the Financial Services and Markets Act 2000, as amended from time to time; |
|
Fund Management Agreement |
|
the fund management agreement dated 23 November 2017 relating to the Limited Partnership between (1) the General Partner; (2) the Limited Partnership; and (3) RCML as novated by RCML to GHAM on 04 August 2023; |
|
General Meeting |
|
has the meaning given to it in the introduction to this Announcement; |
|
General Partner |
|
Retirement Rentals Limited, a private limited company incorporated in England and Wales with registered number 03441914 and having its registered office at First Floor 2 Tangier Central, Castle Street, Taunton, Somerset, England, TA1 4AS; |
|
GHAM |
|
Gresham House Asset Management Limited, a private limited company incorporated and registered in England and Wales with registered number 09447087 and having its registered office at 5 New Street Square, London, United Kingdom, EC4A 3TW; |
|
Gresham House |
|
Gresham House Limited and its subsidiaries, which include GHAM, the Property Manager and RCML; |
|
Group |
|
the Company and any subsidiary undertakings from time to time; |
|
Initial Consideration Shares |
|
has the meaning given to it in the introduction to this Announcement; |
|
Investment Company Act |
|
the U.S. Investment Company Act of 1940, as amended; |
|
Limited Partnership |
|
The Retirement Housing Partnership, a limited partnership incorporated and registered in England and Wales with registered number LP005663 and having its registered office at First Floor 2 Tangier Central, Castle Street, Taunton, Somerset, TA1 4AS; |
|
Limited Partnership Agreement |
|
the amended and restated limited partnership agreement dated 4 June 2014 as amended and adhered to from time to time between the General Partner and the Target; |
|
Lloyds |
|
has the meaning given to it in the section titled 'The Scottish Widows Facility' of this announcement; |
|
London Stock Exchange or LSE |
|
London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721, whose registered office is at 10 Paternoster Square, London, EC4M 7LS; |
|
Longstop Date |
|
31 July 2026, or such later date as may be agreed by the Company and the Seller; |
|
Net LTV |
|
net loan to value, calculated as net borrowings (being total borrowings less cash and cash equivalents) divided by the gross carrying value of investment properties and other relevant property assets; |
|
New Facility Agreement |
|
has the meaning given to it in the section titled 'New Facility Agreement' of this announcement; |
|
Nominee |
|
Retirement Rentals Nominee 1 Company Limited, a private limited company incorporated and registered in England and Wales with registered number 05777838 and having its registered office at First Floor, 2 Tangier Central, Castle Street, Taunton, Somerset, England, TA1 4AS; |
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Obligors |
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has the meaning given to it in the section titled 'The Scottish Widows Facility' of this announcement; |
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Official List |
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the official list maintained by the Financial Conduct Authority; |
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Ordinary Resolution |
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approval by limited partners of the Limited Partnership owning a majority of the limited partner interests in the Limited Partnership; |
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Portfolio |
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has the meaning given to it in the section titled 'Key highlights' of this announcement; |
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Property Management Agreement |
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the property management agreement relating to the Limited Partnership dated 1 July 2021 and entered into between, amongst others, the Limited Partnership, the Property Manager and the General Partner (in its capacity as general partner of the Limited Partnership); |
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Property Manager |
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ReSI Property Management Limited, a private limited company incorporated and registered in England and Wales with registered number 13074164 and having its registered office at First Floor 2 Tangier Central, Castle Street, Taunton, England, TA1 4AS; |
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Property Manager Share Purchase Agreement |
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the sale and purchase agreement dated 17 June 2026 entered into between AGL, RCML and the Seller in connection with the acquisition by AGL of the entire issued share capital of the Property Manager; |
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Proposals |
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the proposed amendment of the Company's investment objective and investment policy, and the Acquisition (in each case, as further detailed in this announcement); |
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RCML |
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ReSI Capital Management Limited, a private limited company incorporated and registered in England and Wales with registered number 07588964 and having its registered office at 5 New Street Square, London, England, EC4A 3TW; |
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Regulator of Social Housing |
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the executive non-departmental public body responsible for regulating registered providers of social housing in England; |
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Regulatory Information Service |
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the regulatory information service provided by the London Stock Exchange; |
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Resolutions |
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together the resolutions to be proposed at the General Meeting and "Resolution" shall mean any one of them, as the context may require; |
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ReSI |
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Residential Secure Income plc, a public limited company incorporated and registered in England and Wales with registered number 10683026 and having its registered office at The Pavilions, Bridgwater Road, Bristol, England, BS13 8FD; |
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ReSI Circular |
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the circular despatched by ReSI to ReSI Shareholders in accordance with the terms of the Share Purchase Agreement, concerning, inter alia, the Acquisition; |
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ReSI General Meeting |
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the general meeting of ReSI Shareholders convened by a notice of general meeting set out in the ReSI Circular for the purpose of considering and, if thought fit, approving, inter alia, the ReSI Resolution; |
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ReSI Resolution |
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the resolution to adopt the new investment policy, to be proposed at a general meeting of ReSI Shareholders convened via a notice of general meeting set out in the ReSI Circular; |
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ReSI Shareholders |
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holders of ordinary shares of £0.01 each in the capital of ReSI; |
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RRA |
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the Renters' Rights Act 2025, as amended from time to time; |
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Securities Act |
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the U.S. Securities Act of 1933, as amended; |
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Scottish Widows |
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has the meaning given to it in the section titled 'The Scottish Widows Facility' of this announcement; |
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Scottish Widows Facility |
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has the meaning given to it in the section titled 'The Scottish Widows Facility' of this announcement; |
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Security |
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has the meaning given to it in the section titled 'The New Facility Agreement' of this announcement; |
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Seller |
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ReSI Portfolio Holdings Limited, a private limited company incorporated and registered in England and Wales with registered number 12941382 and having its registered office at 5 New Street Square, London, England, EC4A 3TW; |
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Seller's Share Charge |
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has the meaning given to it in the section titled 'The Scottish Widows Facility' of this announcement; |
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Seller Warranties |
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has the meaning given to it in the section titled 'Seller Warranties and indemnities' of this announcement; |
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Share Purchase Agreement |
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the sale and purchase agreement dated 17 June 2026 entered into between the Company and the Seller in connection with the Acquisition; |
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Shares |
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the ordinary shares of £0.01 each in the capital of the Company; |
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Shareholders |
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holders of Shares; |
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SONIA |
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the Sterling Overnight Index Average; |
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Special Resolution |
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approval by limited partners of the Limited Partnership owning at least 75% of the limited partner interests in the Limited Partnership; |
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SPENS Costs |
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on any prepayment, cancellation or non-funding of a loan facility, the present value (discounted using accepted market practice) of the margin that would have accrued on the relevant amount prepaid, cancelled or not funded from the day after such event up to and including the termination date of such loan facility, assuming such amount were a loan and taking into account scheduled repayments. |
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SSH |
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has the meaning given to it in the section titled 'Expansion of investment focus' of this announcement; |
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SW Facility Agreement |
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has the meaning given to it in the section titled 'The Scottish Widows Facility' of this announcement; |
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Target |
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RHP Holdings Limited, a private limited company incorporated and registered in England and Wales with registered number 11033764 and having its registered office at 5 New Street Square, London, England, EC4A 3TW; |
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Target Group |
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the Target and the Limited Partnership; |
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Target Material Adverse Change |
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a breach of certain fundamental Seller Warranties and/or the estimated net asset value of the Target and the Limited Partnership at Completion is reduced or is, in the reasonable opinion of the Buyer acting in good faith, likely to reduce in excess of 30% as a result of a breach of a Seller Warranty (unless such breach is remedied, if capable of being remedied, within 10 Business Days of notification to the Seller of such breach), other than as a result of any matter or circumstance which has been disclosed or which arises as a result of any action or omission expressly required or expressly permitted by the Share Purchase Agreement or with the prior written consent of the Company; |
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Tax Covenant |
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has the meaning given to it in the section titled "Seller Warranties and Indemnities" of this announcement; |
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UK Listing Rules |
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the listing rules made by the FCA pursuant to section 73A of FSMA, as amended from time to time; and |
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UK MAR |
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the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time. |
[1] Further details on three impact objectives are available in the Company's independent impact report. A full report is produced annually, and may be supplemented by a mid-year interim report. For details on the impact rationale, please refer to the Theory of Change. Impact reporting and the Theory of Change are published on the Company's website.
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