REG - Home REIT PLC - Notice of AGM

Home ReitAnnouncement

01/02/2024 11:00

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RNS Number : 7207B  Home REIT PLC  01 February 2024

1 February 2024

Home REIT plc

 

("Home REIT" or the "Company")

 

Notice of Annual General Meeting

 

The Board of Home REIT plc (ticker: HOME) announces that the 2024 Annual
General Meeting of the Company (the "Annual General Meeting" or "AGM") will be
held on Thursday, 29 February 2024 at 10.00 a.m. at the offices of FTI
Consulting at 200 Aldersgate Street, London, EC1A 4HD.

The formal notice of the AGM will be posted today to shareholders who have
opted for hard copy communications and is also available on the Company's
website at www.homereituk.com. Shareholders who have signed up to the
Company's electronic communications service will receive notification by
letter or email, as appropriate. In addition, a copy of the AGM notice has
been submitted to the National Storage Mechanism and will shortly be available
for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

SPLIT AGM AND ACCOUNTS MEETING

As previously announced, the publication of the Company's results for the
financial years ended 31 August 2022 and 31 August 2023 (the "2022 and 2023
Annual Reports and Accounts") had initially been delayed to allow the
Company's auditor, BDO LLP, to undertake an enhanced set of audit procedures
in respect of the financial year ended 31 August 2022, and for the Board to
instruct Alvarez & Marsal Disputes and Investigations, LLP to conduct an
investigation into allegations of wrongdoing. Without waiver of privilege, the
key findings of this report, including the arrangements for refurbishment of
properties, settlement of rent arrears and arrangements with tenants which had
not been brought to the Board's attention by the appointed investment advisor
at the time, caused the Board to determine that revised accounting policies
for acquisition accounting and revenue recognition were required to
appropriately account for the substance of historical acquisitions and lease
contracts.

The Board also determined it was necessary to instruct third parties to
undertake an internal inspection programme and appoint Jones Lang LaSalle
Limited as valuer to undertake valuations of the entire portfolio, on the
basis of fair value as at 31 August 2022 and 31 August 2023. As announced on 8
January 2024, the audit process remains on-going and is subject, amongst other
things, to the continuing internal inspection programme (which requires
significant co-ordination with multiple parties), and the application of
revised accounting policies back to inception. The Company and its advisers
continue to work with the auditors to ensure that the 2022 and 2023 Annual
Reports and Accounts can be published.

As a result of the delays to the publication of the 2022 and 2023 Annual
Reports and Accounts, it is not currently possible to propose the standard
resolutions at the AGM relating to receiving the audited financial statements
and the auditor's and directors' reports, approving the directors'
remuneration report and the re-appointment and remuneration of the auditor.
However, under the UK Companies Act 2006, the Company is obliged to hold an
annual general meeting on or before 29 February 2024.

As a result of this obligation, the Board has decided to hold its Annual
General Meeting on 29 February 2024, with this meeting providing shareholders
with the chance to meet with Michael O'Donnell, the Company's new Chair, the
Board of Directors, the Investment Manager (AEW UK Investment Management LLP)
and other advisers. However, the Company will defer the standard AGM
resolutions to a separate "accounts general meeting" of shareholders to be
held as soon as possible following the publication of the 2022 and 2023 Annual
Reports and Accounts (the "Accounts Meeting").

BUSINESS OF THE ANNUAL GENERAL MEETING

As announced on 18 January 2024, Michael O'Donnell has been appointed to
succeed Lynne Fennah as the independent Non-Executive Chair of the Company.
Michael is committed to protecting the interests of all the Company's
stakeholders and looks forward to meeting with our shareholders at the AGM. A
summary of his background and experience is included in the circular.

Despite having only been appointed to this role on 18 January 2024, as
required by the Company's Articles of Association, Michael will retire and
offer himself for re-election at the AGM by way of ordinary resolution. Having
stepped down as Non-Executive Chair, Lynne Fennah will continue in her
capacity as a Non-Executive Director of the Company to provide continuity, and
will use her experience with and knowledge of the Company to support the Board
and the Company's advisers on some very specific fronts, where she has
invaluable input from her time with the Company.

As announced on 18 January 2024, Simon Moore, Marlene Wood and Peter Cardwell
will step down on publication of the 2022 and 2023 Annual Reports and
Accounts. Lynne Fennah will offer herself for re-election at the Accounts
Meeting to be held as soon as possible after publication of the accounts
referred to above. Given these proposed changes, the Board does not consider
it appropriate to propose any additional re-election resolutions at this AGM.
A process to appoint replacement Non-Executive Directors is underway.

Accordingly, only one resolution will be proposed at this AGM, with the
standard suite of AGM resolutions being deferred to the Accounts Meeting. The
AGM will primarily be an opportunity for the Board and the Investment Manager
to update shareholders on the current situation and give shareholders the
opportunity to ask questions.

The Board believes that this proposal allows the Company to comply with its
legal obligations in the most efficient, straightforward and transparent way
whilst ensuring that shareholders will get a chance to vote on the normal AGM
resolutions once the Company has published the results for the period to which
these relate.

The Board stresses that the 2022 and 2023 Annual Reports and Accounts will be
published as soon as practically possible and notice of the Accounts Meeting
will be sent to shareholders shortly thereafter.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 FTI Consulting (Communications Adviser)  HomeREIT@fticonsulting.com

 Dido Laurimore                           +44 (0)20 3727 1000

 Eve Kirmatzis

 Ellie Perham-Marchant

 Oliver Harrison

 

The Company's LEI is: 213800A53AOVH3FCGG44.

 

For more information, please visit the Company's website: www.homereituk.com
(http://www.homereituk.com/)

 

 

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