Publication of Circular and Notice of GM
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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 SUCH JURISDICTION
7 August 2026
Schroder European Real Estate Investment Trust plc
Publication of Circular and Notice of General Meeting
Further to the announcement on 24 June 2026, the Board of Schroder European Real Estate Investment Trust plc (the "Company" or "SEREIT") announces that a circular (the "Circular") to convene a general meeting (the "General Meeting") will be published today and sent to Shareholders, to allow them to consider and, if thought fit, approve a change to SEREIT's investment objective and policy and to amend SEREIT's Existing Articles in order to implement a Managed Wind-Down of the Company.
Under the proposed Managed Wind-Down process, the Board will endeavour to realise all of the Company's investments in a cost-effective manner, balancing the goal of maximising value from these investments with the timely return of capital to Shareholders. Realisations may take the form of single asset or multi-asset disposals, with the proceeds used to repay borrowings and make timely returns of capital to Shareholders.
The adoption of the amended investment objective and policy is conditional on Shareholder approval by way of an ordinary resolution requiring the approval of a majority of the Company's shares voted at the General Meeting (whether in person or by proxy). The amendment to the Existing Articles is conditional on Shareholder approval by way of a special resolution which requires at least 75 per cent. of the votes cast at the General Meeting (whether in person or by proxy) to be in favour of the resolution in order for the resolution to be passed.
The Board unanimously recommends that Shareholders vote in favour of the resolutions to be proposed at the General Meeting.
The Company's diversified portfolio currently totals 14 properties in high-growth locations across France, Germany and the Netherlands, which should underpin buyer interest, with the Investment Manager having the added benefit of leveraging the wider Schroders' pan-European platform. Given the current market backdrop and heightened geopolitical risks, the Managed Wind-Down process is expected to take approximately two to three years to complete. This timing also allows the Board, together with the Investment Manager, to execute targeted asset management initiatives to position the assets for sale and manage the French Tax Litigation.
If the revised investment objective and policy are approved at the General Meeting, the Board also expects to propose that the Company enters into voluntary liquidation at a point when the realisations and returns of capital have caused the Company to become too small to justify the costs of retaining a listing for its Shares or otherwise at a point when the Board considers the Company's remaining portfolio would be likely to cease, in the near-term future, to continue to provide a spread of investment risk that is reasonable in the circumstances.
Amendment to the Investment Management Agreement
Conditional upon the adoption of the amended investment objective and policy, the Board and the Investment Manager intend to amend the terms of the Investment Manager's fee arrangements in light of the proposed change in strategy to align the interests of the Company, its Shareholders and the Investment Manager throughout the orderly realisation process.
Details of the proposed amendments to be made to the Investment Management Agreement have been set out in the Appendix to this announcement and shall, if Shareholders approve the adoption of the amended investment objective and policy at the General Meeting, be documented in an amendment to the Investment Management Agreement, effective from the date on which the resolution to approve the revised investment objective and policy is passed.
The proposed amendments to the Investment Management Agreement are considered to be a relevant related party transaction under UK Listing Rule 11.5.4R(1) and the details set out in this announcement are being notified in accordance with UK Listing Rule 8.2.2.
In the opinion of the Board the proposed amendments to the Investment Management Agreement are fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by Panmure Liberum Limited (acting in its capacity as sponsor to the Company). In providing its advice to the Board, Panmure Liberum Limited has taken into account the Board's commercial assessment of the Proposals.
The Resolutions will be proposed at a General Meeting to be held at the offices of Schroder European Real Estate Investment Trust plc, 1 London Wall Place, London, EC2Y 5AU at 10.00 a.m. (London time) and 11.00 a.m. (Johannesburg time) on 3 September 2026.
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2026 |
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Publication of the circular |
7 August |
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Latest date to trade for South African Shareholders to be on the South African Register of Members to be able to participate and vote at the General Meeting |
27 August |
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Record date for Shareholders to be able to participate and vote at the General Meeting |
1 September |
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Latest time and date for receipt of UK Forms of Proxy or CREST electronic proxy appointments for the General Meeting |
10.00 a.m. on 1 September |
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Latest time and date for receipt of South African Forms of Proxy for the General Meeting |
11.00 a.m. (Johannesburg time) on 1 September |
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General Meeting |
10.00 a.m. (London time) and 11.00 a.m. (Johannesburg time) on 3 September |
The Circular will be made available on the Company's website at www.schroders.co.uk/sereit. For the avoidance of doubt, neither the contents of this website nor the contents of any websites accessible from any hyperlinks are incorporated into or form part of this announcement.
A copy of the Circular will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used in this announcement have the meanings given to them in the Circular.
Enquiries:
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Jeff O'Dwyer Schroder Real Estate Investment Management Limited
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Tel: 020 7658 6000
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Michelle Taiwo Schroder Investment Management Limited
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Tel: 020 7658 6000
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David Watkins / Alex Collins Panmure Liberum Limited (Corporate Broker and Financial Adviser)
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Tel: 020 7886 2500
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Richard Gotla / Ollie Parsons FTI Consulting (PR Adviser)
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Tel: 020 3727 1000 |
Important notices
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for SEREIT and no-one else in connection with the matters set out in this document and will not be responsible to anyone other than SEREIT for providing the protections afforded to customers of Panmure Liberum or for providing advice in relation to the matters set out in this document. Neither Panmure Liberum nor any of its affiliates 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 Panmure Liberum in connection with this document, any statement contained herein or otherwise.
Appendix
Proposed Changes to the Investment Management Agreement
The Board and the Investment Manager have agreed to restructure the Investment Manager's fee arrangements in light of the proposed change in strategy to align the interests of the Company, its Shareholders and the Investment Manager throughout the orderly realisation process.
The Investment Management Agreement will, conditional upon the passing of Resolution 1 to be proposed at the General Meeting, be amended as follows:
Termination provisions
Following the second anniversary from the date on which Resolution 1 is passed at the General Meeting (the "Second Anniversary") the Company may terminate the Investment Management Agreement by giving the Investment Manager not less than three months' written notice, and the Investment Manager may terminate the Investment Management Agreement by giving the Company not less than twelve months' written notice
Management Fee
The annual management fee shall be payable quarterly in arrears and shall be equal to 0.9 per cent. per annum of the Net Asset Value of the Company, calculated for each quarter as the midpoint of: (i) the Net Asset Value as at the start of that quarter; and (ii) the Net Asset Value as at the end of that quarter, exclusive of VAT (the "Management Fee"), subject to a minimum fee of €500,000 (five hundred thousand Euros) per annum, exclusive of VAT, (the "Minimum Management Fee"), provided however that such Minimum Management Fee shall be pro rated for any period that is less than a full financial year. In the event that the Management Fee is less than the Minimum Management Fee (or pro rated Minimum Management Fee, as applicable), the Company shall pay to the Investment Manager the shortfall together with the final monthly payment for that financial year.
Disposal Fees
It is also proposed that the Investment Manager may earn a series of conditional disposal fees, as more particularly described below. Each disposal fee shall be connected to the sale, transfer or other disposal for value by the Company of a Property or Property Subsidiary (a "Disposal") or number of Properties or Property Subsidiaries in the Company's Property Portfolio.
Following completion of a Disposal, the Company shall pay to the Investment Manager a fee equal to 0.7 per cent. of the Net Realised Value of that Disposal (the "Property Disposal Fee"), provided that, in the event the Investment Manager achieves the Milestone (as defined below), the Property Disposal Fee payable in respect of each Disposal completed after the date on which the Milestone is achieved shall be equal to 0.85 per cent. of the Net Realised Value of that Disposal.
In the event that the aggregate Net Realised Value of the Disposals completed on or before the Second Anniversary is at least equal to 70 per cent. of the June 2026 Portfolio Value (the "Milestone"), the Company shall pay to the Investment Manager an additional fee equal to 0.15 per cent. of the aggregate Net Realised Value of the Disposals completed on or before the Second Anniversary (the "Milestone Disposal Fee"). For the avoidance of doubt, in the event that the Milestone is not achieved, then: (i) no Milestone Disposal Fee shall be paid by the Company to the Investment Manager; and (ii) the Property Disposal Fee shall be equal to 0.7 per cent. of the Net Realised Value of each Disposal completed after the Second Anniversary.
In addition, in the event that completion of the Portfolio Realisation occurs on or before the date falling three years from the date on which Resolution 1 is passed at the General Meeting (the "Third Anniversary"), the Company shall pay to the Investment Manager an additional fee equal to 0.10 per cent. of the aggregate Net Realised Value of the Disposals completed on or before the Third Anniversary (the "Portfolio Disposal Fee" and, together with the Property Disposal Fee and the Milestone Disposal Fee, the "Disposal Fees", and, together with the Management Fee, the "Fee"). For the avoidance of doubt, in the event that completion of the Portfolio Realisation does not occur on or before the Third Anniversary, then no Portfolio Disposal Fee shall be payable by the Company to the Investment Manager.
The total Fee payable by the Company to the Investment Manager in any financial year shall not in any event exceed an amount equal to 4.99 per cent. of the Company's Net Asset Value as at 30 June 2026. The cap is a technical requirement under the UK Listing Rules and the Board expects the aggregate Fee to be substantially lower than the cap.
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