Proposed Sale of PRS REIT Holdco
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATON FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
PRSR.L
The PRS REIT plc
("the PRS REIT" or "the Company")
Proposed Sale of The PRS REIT Holding Company Limited
Conclusion of Strategic Review and Formal Sale Process
Publication of Circular and Notice of General Meeting
Further to the announcement on 17 September 2025, the Board of The PRS REIT plc is pleased to announce that it has entered into a conditional agreement for the Sale of The PRS REIT Holding Company Limited (PRS HoldCo), the Company's operating subsidiary, which holds the entirety of the Company's portfolio of property assets, to UK Housing Platform Bidco Limited (the Buyer). The Buyer is a wholly owned subsidiary of UK Housing Platform LP, a newly established fund that is advised by Waypoint Asset Management Limited as investment adviser. The equity funding for the Sale is to be deployed from UK Housing Platform LP, whose underlying investors comprise four leading UK local government pension schemes.
Transaction highlights:
- The Sale will be implemented through the sale by the Company of the entire issued share capital of PRS HoldCo to the Buyer, for cash consideration of approximately £628.86 million (the Proposal).
- The terms of the Sale are in line with those announced by the Company on 17 September 2025, adjusted for changes to the Company's net cash position.
- If the Sale becomes unconditional and proceeds to Completion, it is the intention of the Board to seek Shareholder approval for the voluntary liquidation of the Company with a view to distributing the Company's net assets to Shareholders as soon as reasonably practicable.
- If Shareholders approve the liquidation of the Company, expected in December 2025, the Company expects to have net assets of approximately £630.88 million1 (the Adjusted Net Assets). This is equivalent to approximately 114.9 pence per Ordinary Share (the Adjusted Net Assets per Ordinary Share).
- The Directors intend to unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial and connected holdings amounting, in aggregate, to 6,266,500 Ordinary Shares, representing approximately 1.14% of the Company's issued share capital.
The Adjusted Net Assets per Ordinary Share of 114.9 pence would represent:
· a premium of approximately 27.43% to the volume weighted average price of 90.14 pence per Ordinary Share for the six months prior to 22 October 2024 (being the last Business Day prior to the announcement of the Company's Strategic Review and Formal Sale Process);
· a premium of approximately 6.55% to the closing price of 107.80 pence per Ordinary Share on 22 October 2024 (being the latest Business Day prior to the announcement of the Company's Strategic Review and Formal Sale Process);
· a discount of approximately 19.68% to the 30 June 2025 NAV per Ordinary Share of 143.0 pence.
The Company has today declared an interim quarterly dividend of 1.1 pence per Ordinary Share in respect of the first quarter (July - September) of its current financial year ending 30 June 2026. Shareholders will be entitled to this dividend, without any corresponding reduction to the Consideration. One hundred per cent. (1.1 pence per Ordinary Share) of the dividend will be paid as a Property Income Distribution. The dividend will be payable, on or around 28 November 2025, to Shareholders on the register on 14 November 2025. The ex-dividend date will be 13 November 2025.
Conclusion of Strategic Review and Formal Sale Process
In conjunction with the Sale, the Company also announces the conclusion of its Strategic Review and the termination of its Formal Sale Process. Prior to this announcement, all parties including Long Harbour and KKR had withdrawn from the Formal Sale Process. The Company is no longer considered to be in an "offer period" as defined in the Takeover Code.
Notice of General Meeting and Recommendation
The Company will shortly post a circular to Shareholders which describes the background to, and reasons for, the Proposal. It also explains why the Board considers the Proposal to be in the best interests of the Company and its Shareholders as a whole, and unanimously recommends that Shareholders vote in favour of the Resolution.
Shareholder approval will be sought for the Sale at a General Meeting which will be held at the offices of Dentons UK and Middle East LLP at One Fleet Place, London, EC4M 7RA at 11a.m. on 27 November 2025. The Notice of General Meeting will shortly be sent to Shareholders.
The Resolution to be proposed at the General Meeting shall be a special resolution requiring at least 75 per cent. of votes cast to be in favour for the Resolution to be passed.
Significant Transaction
The Sale constitutes a significant transaction for the purposes of the UK Listing Rules, and is therefore notifiable in accordance with UKLR 7.3.1R and UKLR 7.3.2R.
Circular
Extracts from the Circular are set out below in Appendix 1. The above summary should be read in conjunction with the full text of this announcement and the Circular. Your attention is drawn to the risk factors set out in Part 2 of the Circular.
Unless defined otherwise, capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section below. References to paragraphs below refer to the relevant paragraphs of the Circular and references to 'this Document' refer to the Circular. References to numbered 'Parts' below refer to the relevant parts of the Circular.
A copy of the Circular will be shortly available on the Company's website: https://www.theprsreit.com/investor-centre/reports-circulars/
For further information, please contact:
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The PRS REIT plc
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Tel: 020 7496 3000 (c/o Singer Capital Markets)
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Sigma PRS Management Ltd Investment Adviser to The PRS REIT plc
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Tel: 0333 999 9926 |
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Singer Capital Markets Sole Financial Adviser and Corporate Broker to The PRS REIT plc
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Tel: 020 7496 3000
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G10 Capital Limited (part of IQ-EQ group) AIFM to The PRS REIT plc Maria Baldwin
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Tel: 0207 397 5450 |
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KTZ Communications Financial PR Adviser to The PRS REIT plc Katie Tzouliadis, Robert Morton
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Tel: 020 3178 6378 |
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UBS AG London Branch Sole Financial Adviser to UK Housing Platform LP Limited Aadhar Patel, George Dracup, Ian Hart
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Tel: 020 7567 8000
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Singer Capital Markets Advisory LLP ("Singer Capital Markets") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singer Capital Markets is acting as financial adviser and corporate broker to The PRS REIT plc and no one else in connection with the matters set out in this announcement. In connection with such matters, Singer Capital Markets, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Sale, the contents of this announcement or any other matter referred to herein.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting as financial adviser to UK Housing Platform LP Limited and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Sale, the contents of this announcement or any other matter referred to herein.
Appendix 1 - Extracts from the Circular
BACKGROUND TO AND REASONS FOR THE PROPOSAL AND THE RECOMMENDATION
Background to the Strategic Review and Formal Sale Process
On 29 August 2024, the Board received the Requisition Notice seeking to change the composition of the Board. In the twelve months prior to the receipt of the Requisition Notice, the Company's average share price was 78.61 pence.
Following receipt of the Requisition Notice, the Company carried out an extensive consultation process with Shareholders. During this process, the Board received feedback regarding the Company's strategic direction and the prolonged period of share price underperformance relative to NAV. Shareholders also provided feedback regarding the Company's approach and strategy towards asset disposals and other options available to the Board to maximise value for Shareholders, and the extension of the IAA with the Investment Adviser.
On 23 October 2024, the Company announced the commencement of its Strategic Review in order to consider the future of the Company and to explore all the various strategic options available to enhance value for Shareholders, including a potential sale of the Company (the Strategic Review and Formal Sale Process).
Information on the Strategic Review and Formal Sale Process
Following the commencement of the Strategic Review and Formal Sale Process, the Company and its advisers commenced active discussions with a range of interested parties in relation to, amongst other things, a potential sale of the Company and prepared a data room to facilitate this process.
On 11 February 2025, the Board confirmed that, having made the data room available to multiple interested parties, it had received several non-binding proposals in connection with the acquisition of the Company. The majority of these proposals were pitched within a price range representing a premium to the then share price of 109.2 pence per Ordinary Share and a discount to the Net Asset Value as at 30 June 2024 of 133.2 pence per Ordinary Share (being the latest published NAV as at the date of the announcement). The Board proceeded to invite a subsection of such parties to enter into a confirmatory due diligence process.
On 11 June 2025, the Company announced it had received a non-binding proposal from Long Harbour regarding a possible offer for the entire issued and to be issued Ordinary Share capital of the Company, pursuant to the Strategic Review and Formal Sale Process. Under the terms of this possible offer, Shareholders would be entitled to receive 115.0 pence per Ordinary Share in cash. This proposal was subject to, inter alia, confirmatory due diligence and financing.
On 30 June 2025, the Company announced that other than the Long Harbour possible offer announced on 11 June 2025, all other non-binding proposals received by the Company had now been withdrawn. The Board announced its intention to consult with Shareholders regarding Long Harbour's possible offer as well as other options available to the Company under the Strategic Review and Formal Sale Process.
On 21 July 2025, the Board confirmed that it had completed its consultation process with Shareholders and based on the feedback received, the Company continued to progress with its Strategic Review and Formal Sale Process, engaging with potentially interested parties including Long Harbour.
On 8 September 2025, the Board confirmed that KKR, in its capacity as adviser to its affiliated investment funds and separately managed accounts, was participating in the Company's Strategic Review and Formal Sale Process.
On 17 September 2025, the Board announced that it had entered into non-binding heads of terms for the proposed sale of PRS HoldCo, to the Buyer (HOT Announcement) for cash consideration of approximately £646.2 million. The Board notes that it has not received any written proposals on superior terms to the Sale, or an equivalent proposal that is not conditional on securing further funding.
Rationale for the Proposal
· The Strategic Review and Formal Sale Process comprised a competitive sale process, alongside a detailed review of the Company's standalone strategy, and reflected ongoing feedback from Shareholders.
· Pursuant to the Formal Sale Process, the Company engaged with a wide range of potential acquirers, with varying investment strategies, capital structures and geographical locations. Following these discussions, 21 potential acquirers progressed to enter the Company's data room, and the Company received several non-binding proposals in connection with the acquisition of the Company or its assets.
· The Proposal reflects the most beneficial terms of any written proposals received. The Company received other proposals on equivalent terms, with all such proposals being conditional on securing further equity funding.
· In line with the process followed since IPO, the NAV of the Company is calculated by reference to the aggregate valuation of each separate Property asset. These individual Property valuations have been arrived at in accordance with the requirements of IFRS 13 and the Royal Institution of Chartered Surveyors' (RICS) Valuation - Global Standards, incorporating the IVSC International Valuation Standards effective from 31 January 2025, together, where applicable, with the UK National Supplement effective 14 January 2019, (together the RICS Red Book). These valuations include a number of unobservable inputs and other valuation assumptions. The key unobservable inputs are: estimated rental value; gross to net assumption; and investment yield. Other special assumptions applied in addition to the key unobservable inputs, and used since inception, include: all individual site valuations have been treated assuming part of a larger portfolio (in excess of £50 million); and an indirect purchase of a special purpose vehicle holding title to the asset, so stamp duty is assessed on a share purchase basis rather than as property.
· The Board has noted the disparity between the pricing presented in these indications of interest and the Company's NAV which has highlighted that, due to the size of the Property Portfolio, amongst other things, the current realisable value of the Company's assets as a whole differs materially from the aggregate of the estimate of each individual site's valuation. Notably, the comparable transactions used to prepare the individual site valuations, and therefore the NAV, comprised substantially smaller portfolios that could more readily be integrated into a potential acquirer's existing platform without significant investment in additional management capability.
· Throughout the Strategic Review, the Board considered its strategy, and in particular with regards to piecemeal asset disposals, taking into account market conditions, as well as technical, debt and tax implications. The Board considers that the outcome of disposals of assets on a piecemeal basis would be uncertain, take a substantial period of time and reduce the Company's scale and liquidity. Accordingly, the Board does not consider that this approach would improve returns for Shareholders.
· The capital raised by the Company has been deployed and there are limited options available to grow the Company and Property Portfolio further.
· Prior to the launch of and throughout the course of the Strategic Review and Formal Sale Process, the Board has engaged with Shareholders to understand their views on the options available to the Company.
· The Sale is subject to Shareholder approval by way of special resolution requiring at least 75 per cent. of votes cast to be in favour, which emphasises the Board's commitment to corporate governance and ensuring Shareholders determine the future strategy of the Company.
Conclusion
In evaluating the Proposal, the Board has determined that the Proposal is the best option for Shareholders based on the following:
· the Proposal is expected to deliver Adjusted Net Assets per Ordinary Share which would provide Shareholders with a near term cash return which represents a 6.55 per cent. premium to the volume weighted average price of 107.8 per Ordinary Share for the six months prior to 22 October 2024 (being the latest Business Day prior to the Strategic Review and Formal Sale Process Announcement);
· the Proposal reflects the most attractive terms received by the Company having undertaken a competitive sale process and explored interest from a number of potential acquirers;
· the views of Shareholders who have provided feedback to the Company, indicating their support for the Sale and concerns over whether any other actions taken under the Strategic Review and Formal Sale Process would result in improved Shareholder returns in the near term; and
· the challenging interest rate environment, which presents significant uncertainty in relation to the timing and terms of any possible future process to realise the Company or its assets.
Accordingly, the Directors consider the Sale and the passing of the Resolution to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution.
Termination of the Formal Sale Process
In conjunction with entering into the Sale Agreement, the Company announced the conclusion of the Strategic Review and the termination of the Formal Sale Process. Prior to the termination of the Formal Sale Process, all parties who have approached the Company, including Long Harbour and KKR, had withdrawn from the Formal Sale Process.
Accordingly, the Company is no longer deemed to be in an "offer period" as defined in the Takeover Code.
Return of Capital
Return to Shareholders and factors impacting such return
Subject to Completion of the Sale, the Board intends to convene the Second General Meeting to propose a special resolution for the voluntary liquidation of the Company. Should Shareholders approve the Liquidation Resolution, the Company will distribute all of its net assets at that time to Shareholders.
The Adjusted Net Assets relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the net assets of the Company following Completion, or the actual cash return to Shareholders in the event of a liquidation, may be more or less than the Adjusted Net Assets.
In calculating the Adjusted Net Assets, the Company's Directors have adjusted the Company's latest NAV, being as at 30 June 2025, for the following assumed impacts of the Proposal:
· Completion of the Sale and receipt of the Consideration of £628.86 million in accordance with the terms outlined in this document;
· Estimated transaction expenses of £5.60 million (comprised largely of adviser, legal and due diligence fees);
· Estimated corporation tax of £7.16 million, reflecting the corporation tax liability that will occur on the accounting profit made on the Sale of PRS Holdco; and
· the Company is placed in liquidation and incurs estimated termination and liquidation expenses of £0.59 million (comprised largely of termination of the professional service providers contracts, liquidation fees, delisting fees etc.).
Expected timing of return to Shareholders
Should Shareholders approve the Liquidation Resolution at the Second General Meeting, the Company is targeting a distribution of substantially all its net assets at that time (other than the one per cent. retention referred to in the next paragraph) no later than the end of December (with the target being five Business Days after entering liquidation).
As set out in paragraph 8 below and Part 3 (Summary of the principal terms and conditions of the Sale) of this document, under the Sale Agreement, the Company is required to retain one per cent. of the Consideration for a period of at least three months to cover any claims under the Sale Agreement which have been notified to the Company within that three month period. As soon as possible after that period, the Company expects to make a further distribution to Shareholders reflecting substantially all the remaining net assets of the Company.
The Board therefore expect the following returns to be made to Shareholders under the Proposal:
· November 2025: payment of a dividend of up to 1.1 pence per Ordinary Share (to the extent such dividend is declared) in respect of Q1 FY26;
· December 2025: the initial distribution in liquidation, comprising the Company's net assets less the one per cent. of Consideration retention;
· February 2026: a further distribution in liquidation, which the Board expects to comprise substantially all remaining net assets of the Company. The Board expects that the initial and further distributions in aggregate to Shareholders will be approximately 114.9 pence per Ordinary Share; and
· By end of 2026: A final de-minimis distribution of any unutilised liquidator's retention (estimated to be in aggregate £100,000).
The Board believes that this is the most efficient way to return the net proceeds of the Sale to the Shareholders. Should Shareholder approval to put the Company into voluntary liquidation not be obtained, the Board would reassess the options available to the Company at that time.
Information on the Property Portfolio
The Property Portfolio has been assembled by the Investment Adviser since the Company's initial public offering on 31 May 2017. The Company has invested over £1 billion in a portfolio of high-quality homes for private rental across the regions, having raised a total of £0.56 billion (gross) through its IPO and subsequent fundraisings in February 2018 and September 2021. As at 30 June 2025 there are 5,478 new rental homes within the Property Portfolio, which the Company believes is the largest build-to-rent single-family rental portfolio in the UK.
Current trading update
As announced by the Company on 7 October 2025, over the first quarter of the current financial year, the estimated rental value (ERV) of the Company's completed portfolio increased to £73.4 million per annum as at 30 September 2025 (30 June 2025: 5,478 completed homes with an ERV of £72.0 million per annum and 30 September 2024: 5,425 completed homes with an ERV of £67.5 million per annum).
Asset performance over the quarter was strong, with rent collection in the first quarter at 99 per cent. (30 September 2024: 100 per cent.) and total occupancy at 30 September at 96 per cent. (30 September 2024: 98 per cent.), with 5,251 homes occupied out of the total of 5,478. Including those 83 homes reserved for applicants who had passed referencing and paid rental deposits but not taken occupancy by 30 September 2025, total occupancy was 97 per cent. Gross arrears at 30 September 2025 stood at £2.1 million (2024: £1.6 million), and the like-for-like rental growth on stabilised sites over the year to 30 September 2025 was circa 5 per cent. (2024: circa 12 per cent.).
Information on the Buyer
The Buyer is wholly owned by UK Housing Platform GP Limited acting in its capacity as general partner of UK Housing Platform LP. The fund is established and advised by Waypoint.
Waypoint is a London-headquartered real estate investment and asset management firm, overseeing a portfolio exceeding £3 billion in value. Waypoint manages capital on behalf of a diverse client base including UK pension schemes, institutional investors, high-net-worth individuals, lenders, and family offices.
Waypoint currently manages five real estate equity investment funds, alongside a complementary debt lending and loan servicing platform. The capital for this transaction is being deployed from a co-mingled fund advised by Waypoint, whose underlying investors comprise leading UK local government pension funds.
Summary of the principal terms of the Sale
The Sale is being made pursuant to the terms of the Sale Agreement. Under the Sale Agreement, the Company has agreed to sell the entire issued share capital of PRS HoldCo to the Buyer. The Sale Agreement contains certain warranties and indemnities given by each of the Company and the Buyer which are customary for a transaction of this nature.
The Consideration under the Sale Agreement payable by the Buyer to the Company on Completion is £628.86 million, calculated on the basis of the Locked Box Accounts as at the Locked Box Date of 30 June 2025.
The Company shall retain an amount of at least £6.31 million in cash (being one per cent. of the Consideration) in order to pay any claim made by the Buyer under the Sale Agreement which is notified to the Company within three months from Completion and which is settled or finally determined in favour of the Buyer.
Further details of the terms of the Sale, including the principal terms of the Sale Agreement, are set out in Part 3 (Summary of the principal terms and conditions of the Sale) of this document.
Completion of the Sale is conditional upon the approval of the Resolution by Shareholders at the General Meeting and satisfaction of the SW Change of Control Condition. The Board expects, subject to approval of the Resolution at the General Meeting and satisfaction of the SW Change of Control Condition, that Completion will occur on, or around, 11 December 2025.
In the event that the Resolution is not passed and, as a result, the Sale does not proceed, the Company will be liable to pay the Break Fee to the Buyer of approximately £5.7 million, in accordance with the Sale Agreement, and its own abort costs which are expected to be approximately £2.46 million.
Financial effects of the Sale on the Company and use of net cash reserves and Debt Facilities
Financial effects of the Sale on the Company
The Property Portfolio comprises the entire business of the Company's Group. After adjustment for estimated transaction costs, the Company expects, immediately following Completion, to have Adjusted Net Assets of approximately £630.88 million, equivalent to 114.9 pence per Ordinary Share.
The Adjusted Net Assets per Ordinary Share equates to a 6.55 per cent. premium to the Ordinary Share price of 107.8 pence as at 22 October 2024 (the closing price immediately prior to the Strategic Review and Formal Sale Process Announcement) and a 4.65 per cent. premium to the average Ordinary Share price over the twelve months to 31 October 2025 of 109.76 pence. The Adjusted Net Assets per Ordinary Share equates to a 19.68 per cent. discount to the latest published Net Asset Value per Ordinary Share of 143.0 pence, as at 30 June 2025.
If Shareholders subsequently approve the voluntary liquidation of the Company in December 2025, the estimated amount per Ordinary Share available for distribution to Shareholders in the liquidation is expected to be materially the same as the Adjusted Net Assets per Ordinary Share of 114.9 pence, unless and to the extent that any dividends are paid in the period between Completion and the Company's liquidation.
Use of net cash reserves and Debt Facilities
If the Sale becomes unconditional, it is the intention of the Board to seek Shareholder approval for the voluntary liquidation of the Company with a view to distributing substantially all of the Company's net assets (which will comprise of cash) to Shareholders as soon as reasonably practicable (as outlined in paragraph 3 (Return of Capital) above).
The Buyer will retain the Debt Facilities and this is reflected in the Consideration.
Prior to any distribution to Shareholders, the Board intends to hold the cash proceeds of the Sale, together with existing cash reserves, in interest bearing current accounts and money market instruments in accordance with its investment policy.
Should Shareholder approval to put the Company into voluntary liquidation not be obtained, the Board would reassess the options available to the Company at that time.
REIT and listing status
Upon Completion, the Company will dispose of the entirety of the Property Portfolio. The Company intends to notify HMRC in accordance with s.571 of the CTA that it intends to exit the REIT regime from the date of Completion. As a result, the Company will thereafter not benefit from the tax treatment afforded by REIT status.
It is intended that the Company maintains its listing in the period immediately prior to the Company's voluntary liquidation. Maintaining the listing would allow Shareholders to continue to trade Ordinary Shares during the intervening period. Should Shareholder approval be obtained for the Proposal, the Company intends to cancel the listing of its shares on the Main Market of the London Stock Exchange and the FCA's Official List, to take effect immediately following appointment of liquidators, for which Shareholder approval will be sought, at the Second General Meeting to be convened in due course.
Recommendation to Shareholders
The Board, who have been so advised by Singer Capital Markets as to the financial terms of the Sale, considers the terms of the Sale to be fair and reasonable. In providing its advice to the Directors, Singer Capital Markets has taken into account the commercial assessments of the Directors.
The Directors consider the Sale and the passing of the Resolution to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution.
The Directors intend to vote in favour of the Resolution in respect of their own beneficial and connected holdings of Ordinary Shares, amounting to 6,266,500 Ordinary Shares (representing approximately 1.14 per cent of the issued share capital of the Company as at the latest practicable date prior to publication of this document) and have signed undertakings to this effect.
RISK FACTORS
Prior to voting on the Resolution at the General Meeting, Shareholders should consider carefully, together with all other information contained in this document, the risks associated with the Sale that are described below. The risks disclosed are those that the Company and the Directors consider: (a) are material risks relating to the Sale; or (b) will be material new risks to the Company as a consequence of the Sale; or (c) are existing material risks to the Company that will be impacted by the Sale.
The risk factors set out in this document are those that are required to be disclosed under the UK Listing Rules, and do not seek to cover all of the material risks which generally affect the Company or the Target Group.
The following is not an exhaustive list or explanation of all the risks that may affect the Ordinary Shares or the Target Group. Additional risks and uncertainties relating to the Ordinary Share and the Target Group that are not currently known to the Directors, or that the Directors currently deem immaterial, may, individually or cumulatively, also have a material adverse effect on the business, financial results or financial condition and prospects of the Target Group, and, if any such risks, should materialise, the price of the Ordinary Shares may decline and investors could lose all or part of their investment.
The information given is at the date of this document and, except as required by the UK Listing Rules or any other applicable law, will not be updated. Any forward-looking statements are made subject to the reservations specified under "Information regarding forward-looking statements" at the beginning of this document.
1. Risks relating to the Sale
Conditions in the Sale Agreement
Completion of the Sale Agreement is conditional upon the passing of the Resolution at the General Meeting and the satisfaction of the SW Change of Control Condition. There can be no assurance that either of these Conditions will be satisfied, in which case Completion will not occur and the Company will not receive the Consideration.
The Buyer is entitled to terminate the Sale Agreement and withdraw from the Sale if the Shareholder Condition is not satisfied on or before the Long Stop Date, or if the SW Change of Control Condition is not satisfied on or before 26 November 2025, being the Business Day immediately prior to the General Meeting (although this date may be extended by the parties). If the Resolution is not passed on or before the Long Stop Date, or the SW Change of Control Condition is not satisfied on or before the SW Condition Deadline and Completion does not, therefore, occur, the Sale will not take place, and the Company will not receive the Consideration.
The Company may incur liability under the Sale Agreement
The Sale Agreement contains certain customary warranties and indemnities given by the Company, as seller, in favour of the Buyer. The Buyer has undertaken due diligence in connection with the Sale and the Company has disclosed matters against the warranties and has taken steps to minimise the risk of liability under these provisions. In addition, the Buyer has obtained warranty and indemnity insurance in respect of the warranties and tax covenant under the Sale Agreement. Although the liability of the Company under the warranties and tax covenant is limited to £1 under the Sale Agreement, claims other than in respect of the warranties and tax covenant given by the Company would not be covered by this £1 cap and, following Completion, the Company retains liability in respect of any other non-warranty and non-tax covenant claims, subject to customary liability caps.
Any liability to make a payment arising from a successful claim by the Buyer under the Sale Agreement could have a material adverse effect on the Company's financial condition and impact on the amount and timing of any distributions of the Sale proceeds.
Also, if the Shareholder Condition is not satisfied by the Long Stop Date or Completion fails due to default by the Company, the Company must pay the Break Fee to the Buyer.
Third party interference with the Sale
Whilst the Company has concluded the Formal Sale Process, as a listed company, the Company, is exposed to potential approaches from third parties seeking to instigate a public takeover of the Company which may delay or prevent Completion.
The Company might also be approached by a third party seeking to make a more favourable offer than that of the Buyer for the Property Portfolio and the Directors might consequently be required (in accordance with their fiduciary duties) to withdraw their recommendation of the Resolution and the Sale.
Under the Sale Agreement, if the Shareholder Condition is not satisfied, the Company will be liable to pay the Break Fee of approximately £5.7 million to the Buyer.
If the Company were to terminate the Sale Agreement other than in accordance with its terms, or were to otherwise breach the terms of the Sale Agreement, the Company may be found liable to pay damages to the Buyer in respect of the loss it has suffered as a result of such termination or breach. Alternatively, at a court's discretion, the Company may be ordered to perform its obligations under the Sale Agreement if such performance remained possible. There can be no certainty as to the amount of any damages the Company may be required to pay, although such damages typically seek to provide redress to a party as if the breached contract has been properly performed.
Costs and expenses related to the Sale could exceed amounts currently estimated
Whilst the Board believes it has the appropriate arrangements in place to manage the expected costs and expenses in relation to the Sale, including post-Completion costs, there can be no assurance that the costs and expenses will not exceed the amounts currently estimated. There may also be further additional and unforeseen expenses incurred in connection with the Sale either due to delays or otherwise. Such costs and expenses may adversely affect the Adjusted Net Assets that the Company expects to have at or following Completion, or (if approved in due course by Shareholders) at the date of liquidation of the Company.
2. Material risks relating to the company arising in connection with the Sale
Loss of Consideration
If the Sale does not complete, the Company will not receive the Consideration from the Sale and, consequently, the transaction costs incurred by the Company in connection with the Sale that are not contingent on Completion occurring would not be offset by such Consideration. In the event that Completion does not occur, the Company will be liable to pay its own abort costs and, in certain specified circumstances, the Company may also be liable to pay the Break Fee, as detailed above. In addition, the market's perception of a failed transaction could result in a negative impact on the market price of the Ordinary Shares and the Company's financial condition, results of operations and prospects.
Transaction and liquidation costs
Whilst the Board believes it has appropriate arrangements in place to manage the expected costs and expenses in relation to the Sale, including post-completion costs, there can be no assurance that the costs and expenses will not exceed the amounts currently estimated. There may also be further additional and unforeseen expenses incurred in connection with the Sale either due to delays or otherwise. Such costs and expenses may adversely affect the net proceeds from the Sale that the Company expects to have at or following Completion, or (if approved by Shareholders at the Second General Meeting) upon commencement of the voluntary winding-up of the Company.
Loss of Shareholder value
The Board believes that the Sale is in the best interests of Shareholders and the Company as a whole and that the Sale currently provides the best opportunity to realise an attractive and certain value for the Property Portfolio. If the Sale does not complete, the subsequent realisation price of the Property Portfolio may be lower than can be realised by way of the Sale. This could result in the financial position of the Company being materially different to the position it would have been in if the Sale had completed.
No assurance of a future sale
If the Sale does not complete, there can be no assurance that the Company would be able to realise the assets comprising the Property Portfolio (either individually, in parcels or as a whole) at a later date, at an improved, or equivalent, or favourable valuation or at all. It could also have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Potentially disruptive effect on the Company
To preserve Shareholder value in the event the Sale does not complete, the Board and the Investment Adviser may be required to allocate additional time and cost to the ongoing assessment of how best to maximise Shareholder value in the medium term. This may limit the management and financial resources to manage the Property Portfolio. These matters may adversely affect the Company's financial condition and results of operations.
The Announcement of the Sale may have a disruptive effect on the operation and/or management of the Properties
The Sale Agreement requires the Company to continue to procure the management of the Property Portfolio in the ordinary course of business prior to Completion. The Company is reliant on the skills and expertise of certain individuals at the Company's third-party service providers, in particular the Investment Adviser, in order to maintain its effective management. The Announcement of the Sale may negatively impact the performance of such individuals at the Company's key service providers. Such outcomes may impact the Company's financial position and prospects in the event that Completion does not occur.
Pre-Completion changes in the Property Portfolio
During the period from the signing of the Sale Agreement to Completion, events or developments may occur, including changes in the investment performance and outlook of the Property Portfolio or external market factors, that could make the terms of the Sale Agreement less attractive for the Company. The gap between the signing of the Sale Agreement and Completion is only expected to be four to six weeks, but the Company would be obliged to complete the Sale notwithstanding such events or developments. This may have an adverse impact on the value that the Company is able to realise for Shareholders.
Potential counterparty risk relating to the cash proceeds of the Sale
The Consideration will be satisfied through a transfer of cash through the banking system. The security of funds within the banking system is subject to counterparty and fraud risk. There is possibility that the receiving or custodial financial institution may fail to meet its obligations. This risk is particularly relevant during periods of financial instability, where a bank's liquidity or solvency may be compromised. Fraud risk is a growing concern, especially in digital banking environments. Customers may be targeted by phishing schemes, impersonation fraud, or unauthorized transactions during or after the transfer process. Even where banks and businesses implement robust security measures, vulnerabilities in payment systems or customer interfaces can be exploited, leading to financial loss or compromised account integrity.
Post Completion the Company will hold the Consideration in cash or cash equivalent instruments until it is able to be returned to Shareholders. While these assets are generally considered low risk, there is a risk that the counterparties with whom such cash and cash equivalents are held may fail or otherwise be unable to meet their obligations, resulting in a loss to the Company. In addition, when assets are held in cash or cash-equivalent investments, they will be out of the market and will not benefit from positive stock market movements. Returns on cash and cash equivalents are typically low and may not keep pace with inflation or other investment opportunities. Furthermore, in times of market stress or financial instability, the ability to access or liquidate cash and cash equivalents may be limited or delayed. Any such events could have a material adverse effect on the Company's access to the Consideration.
3. Existing material risks to the Company that will be impacted by the Sale
The Company's operations will be materially less diversified and therefore materially more susceptible to specific risks. The Property Portfolio comprises the entire business of the Company. After Completion, the Company expects to have Adjusted Net Assets of £630.88 million in cash, and the Board intends to seek Shareholder approval for the voluntary liquidation of the Company in order to distribute substantially all of the assets of the Company to Shareholders.
Following the Sale, the Company's operations will be materially less diverse and will be materially more susceptible to adverse developments relating to the holding, and value, of cash. Weak performance of cash as an asset class, whether as a result of interest rate movements and or inflation, or otherwise, will have a proportionately greater adverse impact on the financial condition and valuation of the Company and a greater risk of share price volatility following the Sale than would have been the case prior to Sale.
Inability to realise Shareholder value
If the Sale becomes unconditional, it is the intention of the Board to seek Shareholder approval for the voluntary liquidation of the Company with a view to distributing the Company's net assets to Shareholders as soon as reasonably practicable. It is anticipated that the liquidators will be in a position to make an initial distribution of substantially all of the net assets of the Company in December 2025, approximately five Business Days after the expected date of liquidation. This timeline is to allow a distribution prior to year end.
Although the Company is targeting a voluntary liquidation in December 2025, the timing and quantum of the distribution of substantially all of the Company's net assets cannot be guaranteed and may be adversely impacted by the level of the Company's liabilities and any claims made against the Company by the Buyer pursuant to the Sale Agreement or claims made by any other creditors.
The quantum of net assets to be distributed to Shareholders following the voluntary liquidation (if approved by Shareholders) will be determined by future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the net assets of the Company following Completion, or the actual cash return to Shareholders in the event of a liquidation, may be more or less than the Adjusted Net Assets outlined above.
In the event that Shareholders do not vote in favour of the Company entering into voluntary liquidation, the Board would reassess the options available to the Company to realise Shareholder value at that time, and there can be no certainty that such options would result in the Company realising Shareholder value in the near term.
In addition, in the event that the value of the Property Portfolio increases following Completion, there is no guarantee that the anticipated return of value to Shareholders will provide a better return to Shareholders than if the Property Portfolio had been retained by the Company.
The market price of the Ordinary Shares may go down as well as up and may not reflect the value of the underlying assets
Shareholders should be aware that the value of an investment in the Company may go down as well as up and can be highly volatile. The price at which the Ordinary Shares may be quoted and the price which Shareholders realise for their Ordinary Shares will be influenced by a large number of factors, some specific to the Company and its operations and some which may affect its industry, other comparable companies or publicly traded companies as a whole. Certain investors wanting exposure to the Property Portfolio may sell their Ordinary Shares as a result of the Sale. However, similarly, certain investors wanting to capitalise on the Adjusted Net Assets may seek to acquire Ordinary Shares and this may impact liquidity in the Ordinary Shares and the market price of the Ordinary Shares. The sentiments of the market regarding the Sale will be one such factor and this, together with other factors including the actual or anticipated fluctuations in the financial performance of the Company's competitors, market fluctuations, and legislative or regulatory changes in the industry or those affecting real estate investment trusts generally, could lead to the market price of the Ordinary Shares going up or down. Changes in the market price of the Ordinary Shares will not alter the Consideration payable by the Buyer.
HISTORICAL FINANCIAL INFORMATION ON PRS HOLDCO
The following historical financial information relating to The PRS REIT Holding Company Limited has been extracted without material adjustments from the consolidation schedules that underlie the Company's audited consolidated financial statements for the years ended 30 June 2024 and 30 June 2025.
The financial information contained in this Part 4 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 and has not been audited.
Shareholders should read the whole of this document and not rely solely on the summarised financial information in this Part 4.
|
|
|
|
|
||
|
Income Statement |
|
|
|
|
|
|
|
|
|
2024 |
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
Rental income |
|
|
58,231 |
|
66,476 |
|
Non-recoverable property costs |
|
|
(10,939) |
|
(13,168) |
|
Net rental income |
|
|
47,292 |
|
53,308 |
|
|
|
|
|
|
|
|
Other Income |
|
|
194 |
|
101 |
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
|
|
|
Directors' remuneration |
|
|
0 |
|
0 |
|
Investment advisory fee |
|
|
0 |
|
0 |
|
Requisition/Strategic Review costs |
|
0 |
|
0 |
|
|
Other administrative expenses |
|
|
(270) |
|
(181) |
|
Total administrative expenses |
|
|
(270) |
|
(181) |
|
|
|
|
|
|
|
|
Gain from fair value adjustment on investment property |
|
73,412 |
|
53,626 |
|
|
Operating profit |
|
|
120,628 |
|
106,853 |
|
|
|
|
|
|
|
|
Finance income |
|
|
34 |
|
21 |
|
Finance costs |
|
|
(18,225) |
|
(20,649) |
|
Dividend income |
|
|
|
|
|
|
Profit before taxation |
|
|
102,437 |
|
86,225 |
|
|
|
|
|
|
|
|
Taxation |
|
|
0 |
|
0 |
|
Profit after taxation |
|
|
102,437 |
|
86,225 |
|
|
|
|
|
|
Consolidated Statement of Financial Position |
|
|
|
|
|
|
|
2025 |
|
|
|
|
£'000 |
|
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Investment property |
|
|
1,200,092 |
|
Investments in subsidiaries |
|
|
0 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Trade receivables |
|
|
994 |
|
Other receivables |
|
|
5,537 |
|
Cash and cash equivalents |
|
|
4,681 |
|
|
|
|
11,212 |
|
|
|
|
|
|
|
|
|
1,211,304 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Non-current liabilities |
|
|
|
|
Accruals and deferred income |
|
|
0 |
|
Interest bearing loans and borrowings |
|
|
411,111 |
|
Capitalised loan costs |
|
|
(2,583) |
|
IFRS16 lease liability |
|
|
1,680 |
|
|
|
|
410,208 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Other payables - PRSR Plc interco |
|
|
336,169 |
|
Trade and other payables |
|
|
13,196 |
|
Provisions |
|
|
0 |
|
Interest bearing loans and borrowings |
|
|
18,240 |
|
Capitalised loan costs |
|
|
(375) |
|
IFRS16 lease liability |
|
|
20 |
|
|
|
|
367,250 |
|
|
|
|
|
|
Total liabilities |
|
|
777,458 |
|
|
|
|
|
|
Net assets |
|
|
433,846 |
|
|
|
|
|
|
EQUITY |
|
|
|
|
Called up share capital |
|
|
0 |
|
Share premium account |
|
|
0 |
|
Capital reduction reserve |
|
|
0 |
|
Members capital contributions |
|
|
75,425 |
|
Retained earnings brought forward |
|
|
309,846 |
|
Retained earnings in the period |
|
|
86,225 |
|
Dividends paid |
|
|
(37,650) |
|
Total equity attributable to the equity holders of the Company |
|
|
433,846 |
ADDITIONAL INFORMATION
1 Company information
The Company was incorporated and registered in England and Wales on 24 February 2017 as a public limited company under the Companies Act.
The Company's registered office is at Floor 3, 1 St. Ann Street, Manchester, M2 7LR. Contact by telephone, via the Company Secretary is on 0207 409 0181.
The principal laws and legislation under which the Company operates are the Companies Act and the regulations made thereunder.
2 Directors
2.1 The Directors of the Company and their respective functions are as follows:
|
Geeta Nanda |
Non-executive Chair |
|
Steffan Francis |
Non-executive Director and Senior Independent Director |
|
Roderick MacRae |
Non-executive Director |
|
Robert Naylor |
Non-executive Director |
|
Christopher Mills |
Non-executive Director |
3 Directors' remuneration
As permitted by Article 83 of the Articles, the Board have determined that each Director will be paid additional remuneration, equivalent to six months of their annual fee, or twelve months in respect of Geeta Nanda as chair of the Board, in recognition of each Director's time, effort and contribution to the Strategic Review and Formal Sale Process, and the Sale. The aggregate amount of these additional payments is approximately £149,500.
Mr Mills has indicated that he will donate his Director fees received from the Company to the Harwood Charitable Trust, which provides educational support, mainly for doctors in Africa.
4 Material contracts
4.1 The Company
Save as disclosed in this paragraph 4.1, no contracts have been entered into (other than contracts entered into in the ordinary course of business) by the Company, either: (a) within the two years immediately preceding the date of this document which are or may be material to the Company; or (b) at any time, which contain any provision under which the Company has any obligation or entitlement which is or may be material to the Company as at the date of this document.
Sale Agreement
Details of the Sale Agreement are set out in Part 3 (Summary of the principal terms and conditions of the Sale) of this document.
Amendments to investment advisory agreement
On 8 July 2024 the Company amended its IAA with the Investment Adviser with effect from 1 July 2024. The IAA was extended to 30 June 2029, an extension of 2.5 years from the end of the previous term and inclusive of a one-year notice period.
The Investment Adviser fee was revised as follows:
· 0.90 per cent. (previously 1.00 per cent) per annum of the adjusted Net Asset Value up to and including, £250 million;
· 0.85 per cent (previously 0.90) per annum of the adjusted Net Asset Value in excess of £250 million and up to, and including £500 million;
· 0.70 per cent. (previously 0.75 per cent) per annum of the adjusted Net Asset Value in excess of £500 million and up to, and including £1 billion;
· 0.40 per cent. (previously 0.50 per cent) per annum of the adjusted Net Asset Value in excess of £1 billion and up to, and including £2 billion; and
· 0.30 per cent (previously 0.40 per cent) per annum of the adjusted Net Asset Value in excess of £2 billion.
Subsequently the IAA was amended on 8 November 2024 to provide that, in the event of a change of control of the Company, both the Company and the Investment Adviser receiving the right to serve notice to terminate the IAA on 12 months' notice.
The IAA and its amendments are governed by English law.
Amendment to the Development Management Agreements
The Company amended the Development Management Agreements with effect from 1 July 2024. The Development Management Fee was reduced to 3 per cent. on land and to 3.5 per cent on construction components of the Development Cost. The Development Management Fee remained payable monthly in arrears, with 50 per cent. of the fee used to subscribe for Ordinary Shares in the Company bi-annually.
The Development Management Agreements and their amendments are governed by English law.
Singer Capital Markets financial advisory agreement
On 4 November 2024, the Company entered into a financial advisory agreement with Singer Capital Markets in connection with the Strategic Review and Formal Sale Process, pursuant to which Singer Capital Markets agreed to provide (i) financial advisory services in relation to the Strategic Review and Formal Sale Process under which the Sale has occurred, including in relation to the Sale, advice on the merits and terms of the Sale and in respect of any subsequent winding-up and de-listing of the Company; and (ii) advice in respect of the Takeover Panel and compliance with the Takeover Code.
The agreement contains, amongst other thing, certain customary obligations on the Company, including that the Company agrees to comply with the UK Listing Rules and pay a fee to Singer Capital Markets on the terms agreed between Singer Capital Markets and the Company.
The agreement contains certain customary warranties and indemnities from the Company, together with provisions to enable Singer Capital Markets to terminate the agreement in certain circumstances, which is usual for an agreement of this kind.
The agreement is governed by English law.
4.2 The Target Group
Save as disclosed in this paragraph 4.2 and as otherwise disclosed in paragraph 4.1 above, no contracts have been entered into (other than contracts entered into in the ordinary course of business) by the Target Group, either: (a) within the two years immediately preceding the date of this document which are or may be material to the Target Group; or (b) at any time, which contain any provision under which the Target Group has any obligation or entitlement which is or may be material to the Target Group as at the date of this document.
Amendment to the RBS Facility
The RBS Facility was amended and restated on 19 March 2025 relating to the exercise of the accordion option under the RBS Facility agreement and increase of the total commitments of £82,500,000.
The RBS Facility contains terms with are customary for agreements of this nature, including obligations on the Target Group.
The agreement is governed by English law.
Cancellation of the Barclays Facility
The Barclays Facility was cancelled on 1 September 2025. The final development site in the Barclays Facility, The PRS REIT (Hexthorpe Phase 4) Limited was refinanced out of this facility and flipped into the RBS Facility. The Barclays Facility was then cancelled and any remaining security under the Barclays Facility was released.
5 Litigation
5.1 The Company
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 document, a significant effect on the Company's financial position or profitability.
5.2 The Target Group
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 document, a significant effect on the Company's financial position or profitability.
6 No significant change
Other than disclosed in paragraph 6 of Part 1 (Letter from the Chair) of this document, there has been no significant change in the financial or trading position or the financial performance of the Company since 30 June 2025, being the date to which the last published financial information relating to the Company was prepared.
7 Consent
Singer Capital Markets has given, and not withdrawn, its written consent to the publication of this document with references to its name being included in the form and context in which they appear. Singer Capital Markets is regulated in the UK by the FCA.
DEFINITIONS
The following definitions apply throughout this document unless the context requires otherwise:
|
Adjusted Net Assets |
has the meaning given to it in paragraph 1 of Part 1 (Letter from the Chair) of this document
|
|
Adjusted Net Assets per Ordinary Share |
has the meaning given to it in paragraph 1 of Part 1 (Letter from the Chair) of this document |
|
AIFM |
G10 Capital Limited a private limited company incorporated in England and Wales with registered number 09224491 with their registered office at 4th Floor, 3 More London Riverside, London, SE1 2AQ
|
|
Announcement |
the significant transaction announcement in accordance with Chapter 7 of the UK Listing Rules made by the Company on or about the date of this document
|
|
Articles |
the articles of association of the Company |
|
Barclays Facility |
the facility agreement originally dated 25 September 2020 between, amongst others, The PRS REIT (Bluebird) Borrower Limited as borrower and Barclays Bank PLC as arranger, original lender, original hedge counterpart, the agent and security agent as amended: (i) pursuant to an amendment letter dated 17 November 2020, (ii) as amended and restated on 7 July 2021, (iii) as further amended pursuant to amendment letters dated 29 December 2021, 28 February 2022 and 25 May 2022 respectively, (iv) as further amended pursuant to amendment letters dated 28 July 2022, 1 November 2022, 30 January 2023, 26 May 2023, 15 June 2023, 16 April 2024, 11 July 2024, 23 September 2024, 2 December 2024, 24 February 2025 and 27 May 2025, as further amended from time to time
|
|
Board or Directors |
the board of directors of the Company or any duly constituted committee thereof
|
|
Break Fee |
an amount equal to £5,701,230 (inclusive of any irrecoverable VAT in connection therewith), payable by the Company to the Buyer in the event of a Trigger Event
|
|
Business Day |
any day other than a Saturday, Sunday or public holiday in England and Wales on which banks are open in London for general commercial business
|
|
Buyer |
UK Housing Platform Bidco Limited, a company incorporated in England and Wales with registered number 16745563 and having its registered address at 4th Floor 17-19 Maddox Street, London, W1S 2QH
|
|
Circular or document |
this circular to Shareholders |
|
Companies Act |
the Companies Act 2006, as amended from time to time |
|
Company |
The PRS REIT plc, a public limited company incorporated in England and Wales with registered number 10638461 and having its registered office at Floor 3, 1 St. Ann Street, Manchester, M2 7LR |
|
Company Secretary |
Hanway Advisory Limited, a private limited company incorporated in England and Wales with registered number 11178874 and having its registered office at The Scalpel 18th Floor, 52 Lime Street, London EC3M 7AF
|
|
Completion |
completion of the Sale in accordance with the provisions of the Sale Agreement |
|
Conditions |
the Shareholder Condition and the SW Change of Control Condition |
|
Consideration |
the consideration payable by the Buyer to the Company in respect of the Sale of £628.86 million |
|
CREST |
the UK-based system for the paperless settlement of trades in listed securities and the holding of uncertificated listed securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time
|
|
CREST Manual |
the manual published by Euroclear describing the CREST system, as amended from time to time
|
|
CREST Proxy Instruction |
a proxy appointment or instruction made using CREST, authenticated in accordance with Euroclear's specifications and containing the information set out in the CREST Manual
|
|
CTA 2010 |
the Corporation Tax Act 2010 and any subsidiary modification or re-enactment thereof for the time being in force
|
|
Debt Facilities |
means the RBS Facility, the Lloyds Facility and the Scottish Widows Facility I and Scottish Widows Facility II
|
|
Development Cost |
has the meaning given to it in the Development Management Agreements being, the aggregate cost (excluding VAT) incurred at the relevant time to acquire and develop the development site
|
|
Development Management Agreements |
means (i) the amended and restated development management agreement dated 2 July 2020 between The PRS REIT Development Company I Limited and the Investment Adviser; and (ii) the amended and restated development management agreement dated 2 July 2020 between The PRS REIT Development Company II Limited and the Investment Adviser, both as amended from time to time
|
|
Development Management Fee |
has the meaning given to it in paragraph 4.1 of Part 5 (Additional Information) of this document |
|
Disclosure Guidance and Transparency Rules |
the Disclosure Guidance and Transparency Rules made by the FCA for the purposes of Part VI of FSMA |
|
Euroclear |
Euroclear UK & International Limited, the operator of CREST |
|
FCA or Financial Conduct Authority |
the Financial Conduct Authority of the United Kingdom including any replacement or substitute thereof and any regulatory body or person succeeding, in whole or in part, to the functions thereof
|
|
Form of Proxy |
the form of proxy for use by Shareholders at the General Meeting
|
|
Formal Sale Process |
the formal sale process launched as part of the Strategic Review and Formal Sale Process
|
|
FSMA |
Financial Services and Markets Act 2000, as amended |
|
General Meeting |
the general meeting of the Company to be held at the offices of Dentons UK and Middle East LLP at One Fleet Place, London, EC4M 7RA at 11 a.m. on 27 November 2025 (or any adjournment thereof), notice of which is set out in the Notice of General Meeting |
|
HOT Announcement |
has the meaning given to it in paragraph 1 of Part 1 (Letter from the Chair) of this document |
|
IAA |
the amended and restated investment advisory agreement between the Company, the AIFM and the Investment Adviser dated 19 January 2021, as amended and supplemented from time to time |
|
Investment Adviser |
Sigma PRS Management Ltd, a private limited company incorporated in England and Wales with registered number 10615738 and having its registered office at Floor 3, 1 St. Ann Street, Manchester, M2 7LR
|
|
KKR |
Kohlberg Kravis Roberts & Co. L.P., a limited partnership incorporated in Delaware |
|
Liquidation Resolution |
the special resolution to be tabled at the Second General Meeting in respect of the voluntary winding up of the Company |
|
Lloyds Facility |
facility agreement dated 4 July 2023 between, amongst others, The PRS REIT (LGIM) Borrower Limited as borrower, LGIM Commercial Lending Limited (as arranger) and CBRE Loan Services Limited (as agent and security trustee), as amended, restated, varied, waived and/or supplemented from time to time |
|
Locked Box Accounts |
the unaudited consolidated balance sheet of the Target Group as at the Locked Box Date |
|
Locked Box Date |
30 June 2025 |
|
London Stock Exchange |
London Stock Exchange plc |
|
Long Harbour |
Long Harbour Ltd, a private limited company incorporated in England and Wales with registered number 06905581 and having its registered office at One, New Change, London EC4M 9AF |
|
Long Stop Date |
3 February 2026, being three months after exchange of the Sale Agreement or such later date as may be agreed by the Company and the Buyer |
|
Net Asset Value or NAV |
the net asset value of the Company calculated by the Company in accordance with the Company's accounting policies
|
|
Ordinary Shares |
ordinary shares with a nominal value of £0.01 each in the capital of the Company
|
|
Properties |
the properties comprised in the Property Portfolio
|
|
Property Income Distribution |
the distribution by the Company of the profits of its Property Rental Business, as defined for the purposes of Part 12 CTA 2010, by way of a dividend in cash in accordance with Section 530 of the CTA 2010 |
|
Property Portfolio |
the whole of the portfolio of Properties owned by the Target Group that the Buyer has agreed, subject to the passing of the Resolution, to acquire through the Sale pursuant to the Sale Agreement |
|
Proposal |
the proposed Sale of PRS HoldCo to the Buyer |
|
PRS |
private rental sector |
|
PRS HoldCo |
The PRS REIT Holding Company Limited, a private limited company incorporated in England and Wales with registered number 10695914 and having its registered office at 3rd Floor, 1 St. Ann Street, Manchester, M2 7LR |
|
RBS Facility |
facility agreement dated 29 June 2018, as amended and restated on 13 February 2020, 25 January 2021, 28 December 2022, 4 July 2023 and 19 March 2025 between, amongst others, The PRS REIT (LBG) Borrower Limited as borrower, and The Royal Bank of Scotland plc (as arranger, agent and security trustee), as amended, restated, varied, waived and/or supplemented from time to time |
|
Register of Members |
the register of Shareholders |
|
Registrar |
Computershare Investor Services PLC, a public limited company incorporated in England and Wales with registered number 03498808 and having its registered office at The Pavilions, Bridgwater Road, Bristol, BS13 8AE |
|
Regulatory Information Service |
a primary information provider approved by the FCA under section 89P of the FSMA to disseminate regulatory announcements required by the UK Listing Rules, Disclosure Guidance and Transparency Rules and UK Market Abuse Regulation
|
|
REIT |
a company or group to which Part 12 of the CTA 2010 applies (including, where relevant, a REIT Group)
|
|
REIT Group |
a group UK REIT within the meaning of Part 12 of the CTA 2010 |
|
REIT Regime |
Part 12 of the CTA 2010 (and related regulations) |
|
Requisition Notice |
the requisition notice from Shareholders representing approximately 17.3 per cent. of the issued share capital of the Company dated 29 August 2024
|
|
Resolution |
the special resolution to be proposed at the General Meeting to approve the Sale and to grant the Directors authority to implement the Sale, as set out in the Notice of General Meeting |
|
Sale |
the proposed sale by the Company of the entire issued share capital of PRS HoldCo to the Buyer in accordance with the provisions of the Sale Agreement, as more fully described in Part 3 (Summary of principal terms and conditions of the Sale) of this document
|
|
Sale Agreement |
the sale and purchase agreement dated 3 November 2025 between the Company and the Buyer in respect of the Sale
|
|
Singer Capital Markets |
Singer Capital Markets Advisory LLP, a limited liability partnership incorporated in England and Wales with registered number OC364131 and having its registered office at One Bartholomew Lane, London EC2N 2AX
|
|
Scottish Widows Facilities |
means Scottish Widows Facility I and Scottish Widows Facility II |
|
Scottish Widows Facility I |
the facility agreement dated 29 June 2018 and made between (among others) The PRS REIT (SW) Borrower Limited as borrower, Scottish Widows Limited as original lender and Lloyds Bank Plc as arranger, agent and security trustee as amended and restated by an amendment and restatement deed dated 28 June 2019
|
|
Scottish Widows Facility II |
the facility agreement dated 28 June 2019 and made between (among others) The PRS REIT (SW II) Borrower Limited as borrower, Scottish Widows Limited as original lender and Lloyds Bank Plc as arranger, agent and security trustee, as amended on 25 March 2021 and as further amended, restated, varied, waived and/or supplemented from time to time;
|
|
Second General Meeting |
the general meeting of the Company to be held as soon as possible after the completion of the Sale at which the Liquidation Resolution will be tabled to Shareholders |
|
Shareholder Condition |
the Shareholders passing the Resolution at the General Meeting |
|
Shareholders |
holders of Ordinary Shares |
|
Strategic Review |
the strategic review undertaken as part of the Strategic Review And Formal Sale Process |
|
Strategic Review and Formal Sale Process |
has the meaning given to it in paragraph 2 of Part 1 (Letter from the Chair) of this document |
|
Strategic Review and Formal Sale Process Announcement |
the announcement of the Strategic Review and Formal Sale Process on 23 October 2024 |
|
SW Change of Control Condition |
means, on terms which would include the Sale, consent to, and/or a waiver of the change of control within the Scottish Widows Facilities |
|
SW Condition Deadline |
means 26 November 2025, being the Business Day immediately prior to the date on which the General Meeting is due to be held, or as extended by agreement of the Company and the Buyer |
|
Takeover Code |
the City Code on takeovers and mergers, as amended from time to time |
|
Takeover Panel |
the UK Panel on Takeovers and Mergers |
|
Target Group |
PRS HoldCo and any subsidiaries of PRS HoldCo from time to time |
|
Trigger Event |
Either (a) the Shareholder Condition has not been satisfied at or before the Long Stop Date, or (b) the Shareholder Condition has been satisfied at or before the Long Stop Date and Completion fails to take place by reason of the default of the Company |
|
UK Corporate Governance Code |
the UK Corporate Governance Code as published by the Financial Reporting Council from time to time |
|
UK Listing Rules |
the Listing Rules made by the FCA for the purposes of Part VI of FSMA, as amended from time to time |
|
UK Market Abuse Regulation |
the UK version of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 |
|
United Kingdom or UK |
the United Kingdom of Great Britain and Northern Ireland |
|
Waypoint |
Waypoint Asset Management Limited, a private limited company incorporated in England and Wales with registered number 08443180 and having its registered office at 17-19 Maddox Street, London, W1S 2QH |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
|
Publication of this document and the Notice of General Meeting
|
3 November |
|
Latest time and date for receipt for proxy appointments (whether online, via CREST Proxy Instruction or by hard copy proxy form) in respect of the General Meeting
|
11 a.m. on 25 November |
|
General Meeting
|
11 a.m. on 27 November |
|
Publication of results of the General Meeting |
As soon as practicable after the conclusion of the General Meeting
|
|
Anticipated date of Completion (subject to the Resolution being passed at the General Meeting)
|
11 December |
|
Long Stop Date |
3 February 2026 (or such other date as may be agreed between the Company and the Buyer) |
Notes:
1) All references to time in this document are to London (UK) time, unless otherwise stated.
2) The timetable set out above and referred to throughout this document and any accompanying document may be subject to change. If any of the 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 Resolution) being satisfied, the anticipated date of Completion may change. If the Shareholder Condition is not satisfied by the Long Stop Date, or if the SW Change of Control Condition is not satisfied by the SW Condition Deadline, the Company or the Buyer may terminate the Sale Agreement, in which case the Sale will not take place and (if the termination is a result of the Shareholder Condition not having been satisfied) the Break Fee will become payable by the Company to the Buyer.
1 After taking into account, inter alia, the Consideration, the estimated transaction expenses, including corporation tax liabilities, and liquidation expenses.
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