REG - PRS REIT PLC (The) - Proposed sale of PRS REIT Holding Company Limited

PRS ReitAnnouncement

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RNS Number : 6038Z  PRS REIT PLC (The)  17 September 2025

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATON FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
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INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

PRSR.L

The PRS REIT plc

("The PRS REIT" or the "Company")

 

Proposed Sale of PRS REIT Holding Company Limited

And

Update on Strategic Review and Formal Sale Process

 

The Board of The PRS REIT is pleased to announce it has entered into
non-binding heads of terms for the proposed sale (the "Proposed Sale") of The
PRS REIT Holding Company Limited ("PRS Holdco"), the Company's operating
subsidiary that holds the entirety of the Company's portfolio of property
assets, to a vehicle ("Bidco") wholly owned by a fund being advised by
Waypoint Asset Management Limited ("Waypoint") as investment adviser. The
equity funding for the Proposed Sale will be deployed from a co-mingled
discretionary fund managed by Waypoint, whose underlying investors comprise
leading UK local government pension funds.

 

The cash consideration receivable in respect of the Proposed Sale is expected
to be approximately £646.2 million. Proceeds to the Company of the Proposed
Sale, net of transaction expenses and corporation tax, are expected to be
approximately £633.2 million.

 

In addition, Shareholders would be entitled to receive a dividend of up to 1.1
pence per share (to the extent such dividend is declared) in respect of Q1
FY26, payable in November 2025, without any corresponding reduction to the
consideration payable under the Proposed Sale.

 

The Proposed Sale is conditional on, inter alia, satisfactory completion of
confirmatory due diligence by Waypoint, the Company and Bidco agreeing and
entering into a sale and purchase agreement in respect of the Proposed Sale
(the "SPA"), and approval of the Proposed Sale by The PRS REIT shareholders at
a general meeting by way of a special resolution.

 

The Company and Waypoint will work together with a view to completing the
Proposed Sale by 30 November 2025.

 

Subject to completion of the Proposed Sale, the Board intends to seek further
shareholder approval for the voluntary liquidation of the Company with a view
to distributing the Company's net assets to shareholders as soon as reasonably
practicable. Details of the net assets to be distributed to shareholders will
be announced in due course.

 

Update re. Strategic Review and Formal Sale Process

 

Further to the Company's recent shareholder consultation process and
associated announcement on 21 July 2025, the Company has engaged with a number
of potentially interested parties regarding a possible offer for the Company,
or its assets. The Company confirms that it has not received any written
proposals on superior terms to the Proposed Sale, or an equivalent proposal
that is not conditional on securing further funding.

 

Accordingly, the Board believes that the Proposed Sale provides the greatest
certainty and cash return to shareholders of any of the proposals received.

 

The Company's Strategic Review and Formal Sale Process remains ongoing, and
the Company will provide further updates in due course.

 

As previously communicated, the Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any
interested party participating in the Formal Sale Process will not be required
to be publicly identified under Rules 2.4(a) or 2.4(b) and will not be subject
to the 28-day deadline referred to in Rule 2.6(a) of the Code for so long as
it is participating in the Formal Sale Process. There can be no certainty that
an offer will be made, nor as to the terms on which any offer will be made.

 

Key Terms of the Heads of Terms

 

Under the heads of terms entered into with respect to the Proposed Sale, the
Company has agreed not to solicit interest from third parties in respect of
any other proposed acquisition of PRS Holdco. For the avoidance of doubt, the
heads of terms does not prevent the Company engaging with any third party
making an offer for the Company.

 

If in competition with the Proposed Sale, a binding firm offer for, or new
investment in, the Company, PRS Holdco or the Company's assets occurs whilst
the Proposed Sale is under negotiation in accordance with the heads of terms,
the Company shall pay to Waypoint a break fee of approximately £5.7 million,
being one per cent. of the Company's market capitalisation as at close of
business on the last Business Day prior to entering into the Strategic Review
and Formal Sale Process, in recognition of the costs of Waypoint, Bidco and
their affiliates in connection with the Proposed Sale.

 

Background on Waypoint

 

Waypoint is a London-headquartered real estate investment and asset management
firm, overseeing a portfolio exceeding £3 billion in value. Waypoint manages
capital on behalf of a diverse client base including UK pension schemes,
institutional investors, high-net-worth individuals, lenders, and family
offices.

 

Waypoint currently manages five real estate equity investment funds, alongside
a complementary debt lending and loan servicing platform. The capital for this
transaction is being deployed from a co-mingled discretionary fund managed by
Waypoint, whose underlying investors comprise leading UK local government
pension funds.

 

 

For further information, please contact:

 

 The PRS REIT plc                                    Tel: 020 7496 3000 (c/o Singer Capital Markets)
 Geeta Nanda, Non-Executive Director Chairwoman

 Sigma PRS Management Ltd                            Tel: 0333 999 9926

Graham Barnet, Mike McGill

 Singer Capital Markets                              Tel: 020 7496 3000

James Moat, Asha Chotai, James Todd

 G10 Capital Limited (AIFM and part of IQ-EQ group)  Tel: 0207 397 5450

 Maria Baldwin

 KTZ Communications                                  Tel: 020 3178 6378

 Katie Tzouliadis, Robert Morton

 

NOTES TO EDITORS

 

About The PRS REIT plc www.theprsreit.co.uk (http://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 has invested 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 5,478
new rental homes as at 30 June 2025, the Company believes its portfolio is the
largest build-to-rent single-family rental portfolio in the UK.

 

LEI: 21380037Q91HU97WZX58

 

 

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