Publication of Circular & General Meeting Notice

Residential Secure Income PLC

19 June 2026

 

For immediate release

19 June 2026

Residential Secure Income plc

("RESI" or the "Company", and together with its subsidiaries, the "Group")

Publication of Circular and Notice of General Meeting

Following the Company's announcement on 17 June 2026 of the conditional strategic sale by its wholly owned subsidiary, ReSI Portfolio Holdings Limited, of the entire issued share capital of RHP Holdings Limited, the entity in the Group that holds, indirectly through its limited partnership interests in The Retirement Housing Partnership (the "Partnership" and together with RHP Holdings Limited, the "Retirement Group"), the Group's  retirement portfolio comprising 1,907 senior living rental flats and 256 housing manager flats, to Social Housing REIT plc ("SOHO") (the "Retirement Disposal"), the Company has today published a circular (the "Circular") to the holders of ordinary shares of £0.01 each in the capital of the Company ("Shareholders") and notice of general meeting of the Company to be held at the offices of Cadwalader, Wickersham & Taft LLP (expected to become Hogan Lovells Cadwalader on 1 July 2026), 100 Bishopsgate, London, EC2N 4AG at 3.30 p.m. on 8 July 2026 (the "General Meeting"). The expected timetable of principal events, extracted from the Circular, is set out below.

The General Meeting is being convened to in order to seek Shareholder approval to:

i.   amend the Company's current investment objective and policy to enable the return of the newly issued SOHO ordinary shares of £0.01 each ("SOHO Ordinary Shares") to Shareholders following completion of the Retirement Disposal (the "Initial Consideration Shares") and, if applicable, finalisation of the completion accounts;

ii.  implement a B share scheme to enable the cash proceeds of the Retirement Disposal and any future disposal of the Company's shared ownership portfolio (in each case, net of deductions for, among other things, the Company's transaction costs, liabilities, general working capital requirements and amounts retained in connection with the Company's exit from the UK REIT regime (including costs associated with the preparation of REIT financial statements and the satisfaction of any outstanding Property Income Distribution obligations)) to be returned to Shareholders by means of a bonus issue of redeemable B shares ("B Shares") which would then be immediately redeemed by the Company in consideration for a cash payment equal to the amount treated as paid up on the issue of the B Shares;

iii.  authorise an interim distribution in specie of the Initial Consideration Shares;

iv.  amend the Company's articles of association to allow for the issue and redemption of B Shares and, in order to minimise the costs incurred by the Company in connection with the managed wind-down and to maximise the proceeds available to return to Shareholders, to facilitate future interim distributions in specie without the need for Shareholders to pass an ordinary resolution; and

v.   subject to the confirmation of the High Court of Justice in England and Wales, cancel the Company's share premium account in order to create further distributable reserves for the purposes of supporting future returns to Shareholders as well as other corporate purposes.

The Circular will be available on the Company's website (https://greshamhouse.com/real-assets/uk-housing/residential-secure-income-plc/), at the Company's registered office at The Pavilions Bridgwater Road Bristol BS13 8FD and at the National Storage Mechanism via https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This announcement has been released on behalf of the Company by order of the Board.

Expected timetable of principal events

Event

Announcement of the Retirement Disposal	17 June 2026
Publication of the Notice of General Meeting	19 June 2026
Deadline for receipt of Forms of Proxy and CREST Proxy Instructions	3.30 p.m. on 6 July 2026
Record time and date for entitlement to vote at the General Meeting	6.00 p.m. on 6 July 2026
General Meeting	3.30 p.m. on 8 July 2026
Adoption of New Articles and New Investment Policy (subject to the passing of Resolution 1 and Resolution 3)	8 July 2026
Expected date of Completion (subject to the Conditions, including Shareholder approval of Resolution 3, being satisfied)	mid-July 2026
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
Expected date of the distribution in specie of the Initial Consideration Shares to Shareholders	late-July 2026
Expected date of the initial B Share Return of Capital to Shareholders under the B Share Scheme	third quarter of 2026

Notes:

1)     All references to time in this announcement are to London time, unless otherwise stated.

2)     Each of the times and dates in the above timetable is indicative only and may be subject to change. If any dates and/or times change, the new dates and/or times will be notified to the Financial Conduct Authority and, where appropriate, 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 Resolution 3) being satisfied, the expected date of Completion may change. If Completion does not occur by the Longstop Date, the Retirement Disposal shall not take place.

4)     The quantum and timing of the distribution in specie of the Initial Consideration Shares will be at the discretion of the Board and will be dependent, amongst other things, on the approval of Resolutions 3 and 4 at the General Meeting, Completion occurring and the amount and nature of the Company's distributable reserves from time-to-time.

5)     The quantum and timing of the initial B Share Return of Capital to Shareholders under the B Share Scheme will be at the discretion of the Board and will be dependent, amongst other things, on the approval of Resolutions 1, 5 and 6 at the General Meeting and the amount and nature (from a tax perspective) of the Company's distributable reserves from time-to-time. Any B Share Return of Capital will be made only after the Board has determined the appropriate amount of cash to be retained to meet the Company's outstanding obligations, including but not limited to: (i) transaction costs and contingent liabilities arising from the Retirement Disposal and any other portfolio disposals; (ii) general working capital requirements of the Company through to the conclusion of the Managed Wind-Down; (iii) the Company's Property Income Distribution obligation for the financial year in which the relevant disposal(s) complete, to the extent required to maintain compliance with the UK REIT regime conditions for the relevant period; and (iv) costs and expenses associated with the Company's orderly exit from the UK REIT regime, including the preparation of REIT financial statements and related filings with HMRC. Details of any B Share Return of Capital, including the relevant Record Date, Redemption Price and Redemption Date, will be announced through a Regulatory Information Service.

Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Circular.

For further information please contact:

Gresham House Real Estate Mike Adams Sandeep Patel	[phone]
Peel Hunt LLP (Broker & Financial Adviser) Luke Simpson Huw Jeremy	[phone]
KL Communications Charles Gorman Henry Taylor	[e-mail] [phone]

 

END