AGM Information • Jan 27, 2025
AGM Information
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If you are in any doubt as to any matter referred to in this document or as to the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares in Home REIT plc ("Ordinary Shares"), please send this document at once to the purchaser ortransferee orto the bank, stockbroker or other agentthrough whom or by whom the sale or transfer was made, for delivery to the purchaser ortransferee. However,the distribution ofthis documentin jurisdictions otherthan the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe those restrictions. Any failure to comply with any ofthose restrictions may constitute a violation ofthe securities laws of any such jurisdiction. If you have sold or otherwise transferred only some of your Ordinary Shares, you should retain this document and consultthe bank, stockbroker or other agentthrough whom or by whom the sale ortransfer was made fortransmission to the purchaser ortransferee.
(Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 ofthe Companies Act 2006)
Home REIT plc | Notice of 2023 Annual General Meeting 1
Notice ofthe annual general meeting ("AGM") of Home REIT plc to be held atthe offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at 10.30 a.m. on Thursday, 20 February 2025 is set out atthe end of this document.
If you would like to appoint a proxy to vote on the resolutions being proposed atthe AGM you may do so:
In orderfor a proxy appointmentto be valid, you must ensure that you have recorded proxy details using one ofthe methods set out above by 10.30 a.m. on 18 February 2025.
(Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 ofthe Companies Act 2006 (the "Act"))
Michael O'Donnell (Non-executive Chair) Peter Williams (Non-Executive Director) Roderick Day (Non-Executive Director)
Dear Shareholder,
Whilstthe following paragraphs will deal with the technicalrequirements forthe holding ofthe Company's 2025 annual general meeting (the "Annual General Meeting" or "AGM") and the nature ofthe business to be proposed, I would like to emphasise the significant progress the Company has made in the past six months. During this period,the Managed Wind Down strategy was approved by shareholders; the Scottish Widows loans and additional fees were fully repaid and the remaining property portfolio launched for sale. The publication ofthe significantly overdue audited financial statements forthe years ended 31 August 2022 and 31 August 2023 marked the stepping down of Lynne Fennah, Marlene Wood, Simon Moore and Peter Cardwell from the Board. They will continue to assistthe Company when necessary, on historic legal and regulatory matters and Lynne Fennah will be employed on a part-time basis to provide additional supportin relation to these matters.
As announced on 14 January 2025,the unaudited interim results forthe periods to 28 February 2023 and 29 February 2024 (the "Historical Accounts") have been prepared in parallel. The Group intends to publish the remaining Historical Accounts and the audited annual results forthe year ended 31 August 2024 during Q1 2025. The Board and AEW UK Investment Management LLP ("AEW")remain committed to the restoration of trading in the Company's ordinary shares as soon as is practically possible. Following publication of allthe outstanding financialresults and application to the FCA forrestoration ofthe Company's listing,the Board is anticipating thattrading in the Ordinary Shares will resume in the first half of 2025.
We recognise shareholders may have concerns in respect ofthe audited financial statements forthe year ended 31 August 2023, namely thatthe Group's auditor's limitations of scope in respect ofthe Consolidated Statement of Comprehensive Income and the Consolidated Statement of Cash Flows as a result of an inability to obtain sufficient audit evidence
4th Floor 140 Aldersgate Street London United Kingdom EC1A 4HY
resulting from the disclaimer on the Consolidated Statement of Financial Position as at 31 August 2022. We do of course acknowledge this, however, we would ask shareholders to take account ofthe unprecedented nature ofthe challenges the Company has faced in preparing its annualresults, which include:
The above factors have resulted in a neartwo-year projectto stabilise the Company's investment portfolio and financial position and, in conjunction, prepare financial information forthe years ending 31 August 2022, 2023 and the outstanding 2024, with the objective ofrestoring the Company's shares to trading.
Due to the number of challenges the Company has faced,this has unfortunately led to the disclaiming of an audit opinion by the Company's auditors, BDO LLP, on the 2022 financial statements and the Consolidated Statement of Comprehensive Income and Consolidated Statement of Cash Flows for 2023, despite the very considerable effort and resources the Company has directed towards addressing these matters.
AEW remains focused on successfully executing the sale ofthe Company's investments and further updates will be made on this atthe appropriate juncture. At this stage we can confirm there has been considerable interestin the portfolio. As the remaining portfolio sale progresses,the Company will, atthe appropriate time, provide more detail on the intended mechanism and timing to return capitalto shareholders with resolution 10 and 11 (further detail below) proposed to facilitate this. Whilstthe Company will seek to return capital upon completion ofthe realisation strategy, we remind shareholders thatthe ability to make distributions may be constrained whilstthe Company faces potential group litigation and an FCA investigation. The Company expects to also retain capitalto meet corporate costs and allow itto pursue legal action againstthose it considers responsible for wrongdoing against the Company.
The Board is cognisant of Directors'remuneration which reflects the additional work the Board has and continues to undertake resulting from the unprecedented challenges the Company has faced including continued regular oversight during the Managed Wind Down and finance meetings with respectto the now repaid debt and the historical accounts. Whilst my own remuneration includes an additional element, which diverges from the Investment Association's Principles of Remuneration, in not being subjectto performance conditions or clawback,this elementis in respect ofthe extra services I have and continue to carry out and the time commitmentinvolved, which are atypical for a role ofthis nature as permitted underthe Company's Directors' Remuneration Policy. Atthe end of December 2024,the additional fee was reduced by 25 per cent.to reflectthe reduced workload and is reviewed regularly by the Board against my workload and time commitment.
The AGM will be held atthe offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at 10.30 a.m. on Thursday, 20 February 2025. The notice ofthe Annual General Meeting (the "Notice of AGM"), together with the Notes to the Notice of AGM, can be found on pages 8 to 11 ofthis document.
The Board is proposing 12 resolutions :
The Directors are required to presentto the meeting the audited accounts and the reports of the Directors and the auditors forthe financial year ended 31 August 2023. The Directors ask thatthe shareholders receive and considerthe financial statements and reports.
The Actrequires the Company to produce a yearly report on the Directors'remuneration and to put an annualresolution to the shareholders forthe approval ofthatreport. The Directors'remuneration report forthe year ended 31 August 2023, for which approval is sought, is set out on pages 72 to 75 ofthe Annual Report. In accordance with the legislation,this vote will be advisory.
This resolution is being proposed in relation to the Directors' Remuneration Policy forthe period ended 31 August 2023 (the "Policy") contained on pages 74 to 75 ofthe Annual Report. The vote on the Policy is a binding one. If passed,the Policy willtake effect immediately from the end ofthe AGM and will apply untilreplaced by a new or amended policy. Once the Policy is effective,the Company will not be able to make payments to a Director otherthan in accordance with the Policy. The Policy is intended to be putforward for shareholder approval every three years, as required by the Act. Ifthe Company wishes to change the Policy, it will need to putthe revised policy to a vote again before it can implement a new policy. Ifthe Policy is not approved by the shareholders for any reason,the Company will, if and to the extent permitted to do so underthe Act, continue to make payments to Directors in accordance with the Company's existing policy on Directors'remuneration and will seek shareholder approval for a revised policy as soon as practicable.
In accordance with the UK Corporate Governance Code, all ofthe Directors in office mustretire at each Annual General Meeting ofthe Company. The Board is ofthe view that each Director who is standing for re-election brings skills and experience to the Board as a whole which will be importantforthe Company's continued operation. Further detail of each Director, their skills, experience and contribution is set out on pages 44 to 45 ofthe Annual Report, and the Board believes this information is sufficientto enable you to make an informed decision on the proposed re-election ofthe Directors.
The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company,to hold office untilthe end ofthe next such meeting. On the recommendation ofthe Audit Committee,the Board proposes in Resolution 7 the re-appointment of BDO LLP and, in accordance with standard practice, Resolution 8 gives authority for the Audit Committee ofthe Board to determine the remuneration to be paid to the auditors.
This resolution seeks authority from shareholders to make market purchases of its own shares. The Directors wish to retain the flexibility to utilise this authority, butthe primary method to return capital to shareholders atthe currenttime is expected to be via one or more tender offers, as further described below. The Directors only intend to exercise this authority when, after considering market conditions prevailing atthe time,they believe thatthe effect of such exercise would be in the bestinterests of shareholders as a whole. The extent ofthe authority being soughtis limited to 14.99% ofthe Company's issued share capital.
In orderto provide a mechanism forthe future return of capitalto shareholders in a tax efficient manner, the Company is seeking authority from shareholders to undertake one or more tender offers, with the maximum number of shares which may be purchased pursuantto such tender offers being equalto 100 per cent. ofthe issued share capital ofthe Company. This authority will grantthe Company the authority to make one or more tender offers over a period of 18 months from the passing ofthe resolution. The terms of any such tender offer(if used), and the process for accepting any such tender offer, would be set outin a separate circular which would be sentto shareholders.
In orderto provide the Company with the required distributable reserves to make distributions, and to allow the Company to meetthe requirements of the Actto make distributions, itis necessary forthe Company to cancelthe amount currently standing to the credit of its share premium account. The first step in this process is for shareholders to pass an appropriate resolution to cancelthe share premium account. The Board would like to emphasise that without the passing of this resolution, the Company will not be able to make distributions to shareholders. Following the passing ofthe resolution,the Company is intending to make the required Court application for Confirmation and approval ofthe cancellation ofthe share premium account and the creation of a resulting special distributable reserve.
The articles of association ofthe Company enable the Company to call general meetings (otherthan Annual General Meetings) on 14 clear days' notice. The Actincreases this period to 21 clear days unless shareholders have approved a shorter period, which cannot be less than 14 clear days. Resolution 12 seeks such approval and will be effective untilthe Company's next annual general meeting when itis intended that a similarresolution will be proposed. The Company will also need to meetthe Act's requirements for electronic voting before it may call a general meeting on 14 clear days' notice.
The Board considers thatitis in the bestinterests ofthe Company and its shareholders as a whole to approve the 12 resolutions to be tabled atthe forthcoming Annual General Meeting. Taken togetherthey ensure the Company complies with its Articles and provide the necessary legal framework to execute the Company's strategy ofreturning capitalto Shareholders when that becomes possible. Accordingly,the Board unanimously recommends that shareholders vote in favour ofthe resolutions to be proposed atthe Annual General Meeting. The Directors were all appointed during 2024 and do not hold Ordinary Shares, as such,they are not able to vote in favour ofthe resolutions.
Yours faithfully
(Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 ofthe Companies Act 2006)
Notice is hereby given thatthe Annual General Meeting ("AGM") of Home REIT plc (the "Company") will be held atthe offices of FTI Consulting at 200 Aldersgate Street, London, EC1A 4HD at 10.30 a.m. on Thursday, 20 February 2025 forthe following purposes: To consider and, ifthought fit, pass the following resolutions of which resolutions 1 to 8 will be proposed as Ordinary Resolutions and resolutions 9 to 12 will be proposed as Special Resolutions.
Company Secretary 27 January 2025
Registered Office: 4th Floor 140 Aldersgate Street London, United Kingdom EC1A 4HY
Notes to the notice of General Meeting — continued
Pursuantto Regulation 41 oftheUncertificated Securities Regulations 2001, as amended and/or forthe purposes of section 360B ofthe Act,the Company specifies that only those shareholders registered on the Register of Members ofthe Company as at close of business on Tuesday, 18 February 2025 (or, in the eventthatthe meeting is adjourned, only those shareholders registered on the Register of Members oftheCompany as at close of business on the day which is two days (excluding non-working days) priorto the adjourned meeting) shall be entitled to attend in person or by proxy and vote atthe Annual General Meeting in respect ofthe number of Ordinary Shares registered in their name atthattime.Changes to entries on the Register of Members afterthattime shall be disregarded in determining the rights of any person to attend or vote atthe meeting.
Pursuantto section 324 ofthe Act, a member entitled to attend and vote atthe Annual General Meeting may appoint one or more persons as their proxy or proxies to attend, speak and vote on their behalf atthe meeting or at any adjournment ofit. If multiple proxies are appointed,they must not be appointed in respect ofthe same Ordinary Shares. If a proxy appointmentis submitted withoutindicating how the proxy should vote on any resolution,the proxy will exercise their discretion as to whether and, if so, how they vote.
A proxy need not be a member oftheCompany but must attend the meeting in person forthe member's vote to be counted. The appointment of a proxy will not preclude a shareholderfrom attending and voting in person atthe Annual General Meeting or at any adjournmentthereof.
In the case of joint holders, where more than one ofthe joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the orderin which the names ofthe joint holders appearin theCompany's Register of Members in respect ofthe joint holding (the first named being the most senior). If a member submits more than one valid proxy appointment,the appointmentreceived last before the latesttime forthe receipt of proxies willtake precedence.
(b) Proxies'rightto vote atthe Annual General Meeting
On a vote on a show of hands, each proxy has one vote. If a proxy is appointed by more than one member and all such members have instructed the proxy to vote in the same way,the proxy will only be entitled, on a show of hands,to vote "For" or "Against" as applicable. If a proxy is appointed by more than one member, but such members have given different voting instructions,the proxy may, on a show of hands, vote both "For" and "Against" in orderto reflectthe different voting instructions.
On a poll, all or any ofthe voting rights ofthe member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, section 285(4) ofthe Act does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the memberin person.
If a paperform of proxy is requested from the Registrar, it should be completed and returned to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received notless than 48 hours before the time ofthe meeting (excluding weekends and public holidays) or any adjournment ofit. In the case of a shareholder which is a company,the proxy form must be executed underits common seal or signed on its behalf by an officer ofthe company or an attorney forthe company. Any power of attorney or other authority under which the proxy is signed (or a duly certified copy of such power or authority) must be returned to theCompany's Registrar, MUFG Corporate Markets with the form of proxy.
(iv) CREST members who wish to appoint a proxy or proxies by utilising theCREST electronic proxy appointment service may do so for this meeting and any adjournmentthereof by following the procedures described in the CREST Manual.CREST personal members or otherCREST sponsored members, and thoseCREST members who have appointed (a) voting service provider(s), should refer
to theirCREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In orderfor a proxy appointment or instruction made by means ofCREST to be valid,the appropriateCREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with EuroclearUK & International Limited's specifications and must contain the information required for such instructions, as described in theCREST Manual (available via www.euroclear.com). The message, in orderto be valid, must be transmitted so as to be received by theCompany's agent(ID number RA10) by the latesttime forreceipt of proxy appointments specified above. Forthis purpose,the time ofreceipt will be taken to be the time (as determined by the timestamp applied to the message by theCREST Applications Host)from which theCompany's agentis able to retrieve the message by enquiry toCREST in the manner prescribed byCREST. Afterthis time, any change ofinstructions to proxies appointed throughCREST should be communicated to the appointee through other means.
CREST members and, where applicable,their CREST sponsors or voting service providers should note that EuroclearUK & International Limited does not make available special procedures inCREST for any particular messages. Normal system timings and limitations willtherefore apply in relation to the input ofCREST Proxy Instructions. It is the responsibility oftheCREST member concerned to take (or, iftheCREST member is aCREST personal member or sponsored member or has appointed (a) voting service provider(s),to procure that hisCREST sponsor or voting service provider(s)take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particulartime. In this connection,CREST members and, where applicable,theirCREST sponsors or voting service providers are referred, in particular, to those sections oftheCREST Manual concerning practical limitations oftheCREST system and timings.
TheCompany may treat as invalid aCREST Proxy Instruction in the circumstances set outin Regulation 35(5)(a) oftheUncertificated Securities Regulations 2001.
A member may terminate a proxy's authority at any time before the commencement ofthe Annual General Meeting. Termination must be provided in writing and submitted to MUFG Corporate Markets.
TheCompany may notrequire the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where theCompany is required to place a statement on a website under section 527 ofthe Act, it mustforward the statementto theCompany's auditor no laterthan the time when it makes the statement available on the website. The business that may be dealt with atthe AGM includes any statementthattheCompany has been required to publish on a website under section 527 ofthe Act.
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