Result of AGM
3rd Dec 2024 18:29
PRSR.L
The PRS REIT plc
(the "Company" or the "PRS REIT")
Result of AGM
Change of Board and Committee Structure
The PRS REIT, the closed-ended real estate investment trust that invests in new-build homes in the Private Rented Sector, is pleased to announce that at its Annual General Meeting, held earlier today, resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 17 were passed as special resolutions.
The full text of the resolutions is contained in the Company's Notice of Annual General Meeting. The results of the poll taken on the resolutions, are as follows:
Resolution | Votes in favour* | Percentage in favour | Votes against | Percentage against | Total votes cast (excluding withheld) | Votes withheld** |
1 - Report and Accounts | 403,918,466 | 100% | 2,131 | 0% | 403,920,597 | 367,841 |
2 - Directors' Remuneration Report | 389,327,803 | 96.32% | 14,854,851 | 3.68% | 404,182,654 | 105,784 |
3 - Directors' Remuneration Policy | 403,392,362 | 99.80% | 790,292 | 0.20% | 404,182,654 | 105,784 |
4 - Re-appointment of Geeta Nanda | 399,041,431 | 98.72% | 5,184,732 | 1.28% | 404,226,163 | 62,275 |
5 - Re-appointment of Steffan Francis | 375,301,698 | 92.84% | 28,934,465 | 7.16% | 404,236,163 | 52,275 |
6 - Re-appointment of Roderick MacRae | 384,576,599 | 95.14% | 19,649,564 | 4.86% | 404,226,163 | 62,275 |
7 - Re-appointment of Karima Fahmy | 403,726,071 | 99.88% | 500,092 | 0.12% | 404,226,163 | 62,275 |
8 - Appointment of Robert Naylor | 381,703,998 | 94.42% | 22,537,185 | 5.58% | 404,241,183 | 47,255 |
9 - Appointment of Christopher Mills | 288,464,412 | 72.34% | 110,276,456 | 27.66% | 398,740,868 | 5,547,570 |
10 - Re-appointment of RSM UK Audit LLP as Auditor of the Company | 390,072,889 | 99.98% | 72,417 | 0.02% | 390,145,306 | 14,143,132 |
11 - Audit Committee to determine the Auditors' remuneration. | 404,219,540 | 100% | 11,602 | 0% | 404,231,142 | 57,296 |
12 - Payment of interim dividends | 404,261,547 | 100% | 0 | 0% | 404,261,547 | 24,760 |
13 - Directors' Authority to Allot Shares | 395,239,192 | 97.77% | 9,003,838 | 2.23% | 404,243,030 | 45,408 |
14 - Disapplication of pre-emption rights | 403,616,473 | 99.87% | 541,801 | 0.13% | 404,158,274 | 130,164 |
15 - Directors' additional authority to allot shares | 388,889,763 | 96.25% | 15,168,532 | 3.75% | 404,058,295 | 230,143 |
16 - Authority to purchase own shares | 393,647,020 | 97.38% | 10,587,297 | 2.62% | 404,234,317 | 54,121 |
17 - Notice period for general meetings and other general meetings | 396,056,578 | 97.98% | 8,185,328 | 2.02% | 404,241,906 | 46,532 |
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the calculation of the votes in favour or against a resolution.
The Board notes that while a majority of shareholders who voted at the Annual General Meeting supported all resolutions, resolution 9, the election of Christopher Mills, was passed with a majority of 72.34%. Engagement with shareholders prior to the AGM has indicated that the majority of votes against Resolution 9 relate to concerns regarding the number of other directorships held by Christopher Mills and therefore ability to commit sufficient time to the role. The Board considered that Mr Mills had sufficient time to dedicate to his role as non-executive director of the Company as the time of appointment, and since appointment Christopher Mills has evidenced his commitment through attendance at all Board and ad-hoc meetings. The Company will continue to review, on a regular basis, directors' capacity to fulfil their duties. A further update on engagement with the shareholders in relation to this matter will be included in the Company's annual report for the financial year ending 30 June 2025.
As at 30 November 2024, the issued share capital of the Company consisted of 549,251,458 ordinary shares.
In accordance with Listing Rule 6.4.2, copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Change of Board and Committee Structure
As previously announced on 13 September 2024, with effect from the conclusion of today's AGM, Geeta Nanda has been appointed as non-executive Chair of the Company and Steve Smith has stepped down as the non-executive Chair and Director of the Company. Following the Board's decision to proceed with a strategic review, the recruitment process to identify a non-executive Chair has been postponed.
Further changes to the Board and Committee structure are set out below:
1. Karima Fahmy has been appointed as Senior Independent Director, replacing Geeta Nanda who has been appointed Chair of the Board.
2. Robert Naylor has been appointed as a member of the Audit Committee.
3. Karima Fahmy has been appointed as Chair of the Nomination and Remuneration Committee.
4. Geeta Nanda has been appointed as Chair of the Management Engagement Committee and has stepped down as a member of the Audit Committee.
The resulting structure of each of the Committees is as follows:
Audit Committee | Nomination and Remuneration Committee | Management Engagement Committee |
Rod MacRae (Chair) | Karima Fahmy (Chair) | Geeta Nanda (Chair) |
Steffan Francis | Steffan Francis | Steffan Francis |
Karima Fahmy | Geeta Nanda | Karima Fahmy |
Robert Naylor | Rod MacRae |
For further information, please contact:
The PRS REIT plc Geeta Nanda, Non-Executive Chair Robert Naylor, Non-Executive Director
| Tel: 020 3178 6378 (c/o KTZ Communications) |
Sigma PRS Management Ltd Graham Barnet, Mike McGill
| Tel: 0333 999 9926 |
Singer Capital Markets James Moat, James Maxwell, Asha Chotai
| Tel: 020 7496 3000 |
G10 Capital Limited (AIFM and part of IQ-EQ) Maria Baldwin
| Tel: 0207 397 5450 |
KTZ Communications Katie Tzouliadis, Robert Morton | Tel: 020 3178 6378 |
NOTES TO EDITORS
About The PRS REIT plc www.theprsreit.co.uk
The PRS REIT plc is a closed-ended real estate investment trust established to invest in the Private Rented Sector ("PRS") and to provide shareholders with an attractive level of income together with the potential for capital and income growth. The Company is investing over £1bn in a portfolio of high-quality homes for private rental across the regions, having raised a total of £0.56bn (gross) through its Initial Public Offering, on 31 May 2017 and subsequent fundraisings in February 2018 and September 2021. The UK Government's Homes England has supported the Company with direct investments. The Company is listed on the Closed-ended investment funds category of the FCA's Official List and its Ordinary Shares are traded on the London Stock Exchange's Main Market. It is a constituent of the FTSE 250 Index. With 5,425 new rental homes as at 30 September 2024, the Company believes its portfolio is the largest build-to-rent single-family rental portfolio in the UK.
LEI: 21380037Q91HU97WZX58
About Sigma Capital Group Limited (formerly Sigma Capital Group plc) www.sigmacapital.co.uk
Sigma Capital Group Limited ("Sigma") is a build-to-rent ("BTR") regeneration specialist, with offices in Edinburgh, Manchester and London. The Company's principal focus is on the delivery of large-scale housing schemes for the private rented sector and Sigma is the UK's leading provider of BTR homes for the single family sector. The Company also has extensive experience in the delivery of multi-family apartment schemes and a well-established track record in assisting with property-related regeneration projects in the public sector, acting as a bridge between the public and private sectors.
Sigma has created an unrivalled property delivery and management platform, which has delivered or is in the process of delivering over 12,000 homes across the UK to date. The Company has a significant pipeline of development opportunities, which currently stands at over £3 billion in gross development cost. Sigma manages the letting of completed homes through its property platform, which includes its award-winning rental brand 'Simple Life'. The Company's subsidiary, Sigma PRS Management Ltd, is Investment Adviser to The PRS REIT plc.
About Sigma PRS Management Ltd
Sigma PRS Management Ltd is a wholly-owned subsidiary of Sigma Capital Group Limited and is Investment Adviser to The PRS REIT plc. It sources investments and operationally manages the assets of The PRS REIT plc and advises the Alternative Investment Fund Manager ("AIFM") and The PRS REIT plc on a day-to-day basis in accordance with The PRS REIT plc's Investment Policy. The AIFM is G10 Capital Limited. Sigma PRS Management Ltd is an appointed representative of G10 Capital Limited, which is authorised and regulated by the Financial Conduct Authority (FRN:648953).