REG - KCR Residential REIT - Posting of Circular and Notice of General Meeting

KCR Residential ReitAnnouncement

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RNS Number : 4310O  KCR Residential REIT PLC  26 June 2025

26 June 2025

KCR Residential REIT plc

 

("KCR" or the "Company")

 

Posting of Circular

and

Notice of General Meeting

 

Further to the Company's announcement of 18 June 2025, KCR, the residential
REIT group, announces that it will today be posting a circular (the
"Circular") together with a proxy form to shareholders (or, where permitted,
notifying shareholders of the availability of such documents on its website),
convening a requisitioned general meeting (the "General Meeting").

 

The General Meeting will be held at the offices of Blake Morgan LLP,
6 New Street Square, London, EC4A 3DJ at 11:00 a.m. on 14 July 2025.
where the following ordinary resolutions will be put to the meeting:

 

1    THAT Mr. Russell Naylor be removed as Chief Executive Officer and as a
Director of the Company.

 

2    THAT Mr. James Thornton be removed as Chairman of the Board and as a
Director of the Company.

 

3    THAT Mr Richard Boon be removed as a Non-Executive Director of the
Company.

 

4    THAT Mr. Gordon Robinson be removed as a Non-Executive Director of the
Company.

 

5    THAT Mr Charles Vaughan be appointed as Chairman of the Board of the
Company and a Director of the Company.

 

6    THAT Mr Peter Dykes be appointed as Chief Executive Officer and a
Director of the Company.

 

7    THAT Mr Timothy James be appointed as a Non-Executive Director of the
Company.

 

8    THAT Mr Nishith Malde be appointed as a Non-Executive Director of the
Company.

 

9    THAT the newly constituted Board of the Company initiates a full
strategic review of its operations, financing, asset base and future direction
with a view to setting out a clear and implementable strategy for shareholders
to approve.

 

The Directors believe that the resolutions to be considered at the General
Meeting are not in the best interests of the Company and its shareholders as a
whole and are inconsistent with the rights of Torchlight Fund LP, the
Company's majority shareholder, under the Company's articles of association
and the Relationship Agreement referred to therein. Accordingly, they
unanimously recommend that shareholders vote against each of the resolutions.

 

As announced on 18 June 2025, shareholders should be aware that Torchlight
Fund LP, which holds 23,100,000 Ordinary Shares in KCR, representing
approximately 55.44 per cent. of the issued share capital of KCR, has notified
the Company that it intends to exercise its rights to vote against all of the
resolutions to be proposed at the General Meeting. As such, all such
resolutions will fail.

 

A copy of the Circular together with a proxy form will shortly be available
for download from the Company's website at http://www.kcrreit.com/
(http://www.kcrreit.com/) .

 

The Directors of the Company are responsible for the content of this
announcement.

 

For further information please contact:

 

              KCR Residential REIT plc                          info@kcrreit.com (mailto:info@kcrreit.com)

              Russell Naylor, Executive Director                Tel: +44 (0)7749 963 033

              Cairn Financial Advisers LLP (Nomad)              Tel: +44 (0)20 7213 0880

 Emily Staples / Louise O'Driscoll

              Zeus Capital Limited (Broker)                     Tel: +44 (0)20 7614 5000

              Louisa Waddell

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.

 

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