Residential Secure Social Housing Reit - Strategic sale of Retirement portfolio to SOHO

Social Housing REIT

Today 07:00

RNS Number : 5610I
  
Residential Secure Income PLC
  
17 June 2026
  
 


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
 
The information contained in this announcement is deemed inside information under Article 7 of the UK Market Abuse Regulation. Upon publication, this inside information is in the public domain.
 
For immediate release
 
17 June 2026
  
Residential Secure Income plc
Strategic Sale of Retirement Group
to
Social Housing REIT plc
 
Residential Secure Income plc ("ReSI" or the "Company", and together with its subsidiaries, the "Group") is pleased to announce that its wholly owned subsidiary, ReSI Portfolio Holdings Limited ("RPHL"), has entered into a conditional agreement for the sale of the entire issued share capital of RHP Holdings Limited, the entity in the Group that holds, indirectly through its limited partnership interests in The Retirement Housing Partnership (the "Partnership" and together with RHP Holdings Limited, the "Retirement Group"), the Company's retirement portfolio comprising 1,907 senior living rental flats and 256 housing manager flats, to Social Housing REIT plc ("SOHO") for an aggregate consideration of approximately £108.3 million subject to adjustment under a completion accounts mechanism (the "Retirement Disposal").
 
Key Highlights
 
·    Conditional sale of RHP Holdings Limited, the entity in the Group that indirectly holds the Company's retirement portfolio, to SOHO for approximately £108.3 million (a component of which is based upon the estimated net asset value of the Retirement Group at completion of the Retirement Disposal(1) ("Completion")) subject to adjustment under a completion accounts mechanism.
 
·    The final purchase price payable by SOHO will be adjusted on a pound for pound basis, by applying a customary completion accounts mechanism to the component of the purchase price based upon the net asset value of the Retirement Group, to reflect the difference between: a) the estimated net asset value of the Retirement Group at Completion, and b) the actual net asset value of the Retirement Group at Completion.
 
·      The purchase consideration of approximately £108.3 million will be satisfied by the payment by SOHO as follows:
 
o   £45.0 million in cash on Completion (the "Cash Consideration");
 
o  Approximately £62.3 million by the allotment and issue to RPHL of approximately 66.1 million newly issued SOHO ordinary shares of £0.01 each ("SOHO Ordinary Shares", the "Initial Consideration Shares") on Completion at an issue price equal to the EPRA NTA per SOHO Ordinary Share as at 31 December 2025 of 94.23 pence per SOHO Ordinary Share; and
 
o   £1.0 million of the purchase price, payable in SOHO Ordinary Shares, will be deferred until the completion accounts have been finalised (the "Deferred Amount").
 
·   Any deferred or additional consideration payable by SOHO following finalisation of the completion accounts (including, if applicable, the Deferred Amount) will be satisfied by the allotment and issue to RPHL of SOHO Ordinary Shares (the "Additional Consideration Shares", together with the Initial Consideration Shares, the "Consideration Shares") at an issue price equal to the EPRA NTA per SOHO Ordinary Share as at 31 December 2025 of 94.23 pence per SOHO Ordinary Share. Any amounts payable by RPHL following finalisation of the completion accounts will be satisfied in cash.
 
·     As at 16 June 2026, being the latest practicable date prior to the announcement of the Retirement Disposal, SOHO's Ordinary Shares traded at 72.3 pence per Ordinary Share, being a 23.3% discount to the EPRA NTA per SOHO Ordinary Share as at 31 December 2025 of 94.23 pence per SOHO Ordinary Share. Based on the prevailing discount of SOHO's Ordinary Shares of 23.3% as at 16 June 2026, this values the Consideration Shares (being the aggregate of the Initial Consideration Shares (approximately £62.3 million) and the Additional Consideration Shares (assuming the Deferred Amount (£1.0 million) is paid in full) at £48.6 million and the overall purchase consideration of the Retirement Group at £93.6 million.
 
·    In addition to the consideration outlined above, the Retirement Disposal includes the assumption by SOHO of the existing long‑dated, fixed‑rate partially amortising debt facility provided by Scottish Widows Limited ("Scottish Widows"). This facility has an outstanding principal amount of £92.1 million as at 16 June 2026, carries a fixed all-in interest rate of 3.46% per annum, matures in 2043 and is secured against assets within the Retirement Group.
 
·   Completion of the Retirement Disposal is conditional upon, amongst other things, approval from the Company's shareholders ("Shareholders") to amend the Company's investment policy ("Investment Policy"), as set out in this announcement, at a general meeting (the "General Meeting"). A circular containing a written notice convening the General Meeting will be published and notified to Shareholders shortly ("Circular"). Completion of the Retirement Disposal is expected in mid-July 2026, subject to satisfaction of conditions, including Shareholder approval.
 
·     The board of directors of the Company (the "Board") believes the Consideration Shares offer the following benefits to Shareholders: (i) potential for further value realisation in owning shares in a larger, more liquid London-listed investment company; (ii) Shareholders retain exposure to the independent retirement living sector, through a more diversified living platform, with the potential for further value upside through SOHO's share price performance and portfolio earnings; and (iii) Shareholders may also experience additional upside in the form of future dividends payable by SOHO.
 
·     Subject to approval of the resolutions to be put before Shareholders at the General Meeting (the "Resolutions") and completion of the Retirement Disposal, it is proposed that:
 
o   the Consideration Shares will be distributed in specie to Shareholders in up to two tranches (the first being the Initial Consideration Shares and the second being, if applicable, the Additional Consideration Shares), to enable Shareholders to hold the Consideration Shares directly and determine if and when they wish to sell such shares in order to maximise their value; and
 
o   the net cash proceeds of the Retirement Disposal will be returned to Shareholders by means of a bonus issue of redeemable B shares ("B Shares") which would then be immediately redeemed by the Company in consideration for a cash payment equal to the amount treated as paid up on the issue of the B Shares (being unlisted, redeemable, fixed rate preference shares with a nominal value of one penny each in the capital of the Company) (the "B Share Scheme").
 
·    The quantum and timing of any distribution in specie of the Consideration Shares will be at the discretion of the Board and will be dependent, amongst other things, on the approval of certain of the Resolutions at the General Meeting, Completion occurring and the amount and nature of the Company's distributable reserves from time-to-time. Subject to the foregoing, the Board anticipates completing the distribution in specie of the Initial Consideration Shares (approximately 66.1 million SOHO Ordinary Shares) to Shareholders in late-July 2026.
 
·     The quantum and timing of any return of capital to Shareholders under the B Share Scheme ("B Share Return(s) of Capital") will be at the discretion of the Board and will be dependent, amongst other things, on the approval of certain of the Resolutions at the General Meeting and the amount and nature (from a tax perspective) of the Company's distributable reserves from time-to-time. Any B Share Return of Capital will be made only after the Board has determined the appropriate amount of cash to be retained to meet the Company's outstanding obligations, including but not limited to: (i) transaction costs and contingent liabilities arising from the Retirement Disposal and any other portfolio disposals(2); (ii) general working capital requirements of the Company through to the conclusion of the Managed Wind-Down; (iii) the Company's Property Income Distribution obligation for the financial year in which the relevant disposal(s) complete, to the extent required to maintain compliance with the UK REIT regime conditions for the relevant period; and (iv) costs and expenses associated with the Company's orderly exit from the UK REIT regime, including the preparation of REIT financial statements and related filings with HMRC. Subject to the foregoing, the Board anticipates completing an initial B Share Return of Capital to Shareholders under the B Share Scheme in the third quarter of 2026.
 
·    The Company has received written support to vote in favour of the Resolutions in respect of, in aggregate, 39,087,058 ordinary shares of £0.01 each in the Capital of the Company ("Shares"), representing approximately 21.1% of the issued share capital of the Company (excluding Shares held in treasury)(3) as at 16 June 2026.
 
Rob Whiteman CBE, Chairman of ReSI, commented:
 
"We are pleased to have agreed to sell ReSI's retirement portfolio to Social Housing REIT and deliver a substantial step in the board's commitment to realise the Company's assets in an orderly manner. Reaching agreement with a larger, more liquid, London-listed investment company provides shareholders with potential for further value realisation while continuing to protect residents and uphold our responsibilities as a long-term housing provider.
 
Since ReSI Shareholders' approval of the managed realisation strategy in December 2024, an extensive marketing process has involved outreach to a wide range of prospective investors, culminating in today's announcement. The sale of ReSI's retirement portfolio represents a majority of the Company's net assets, and as such is a substantial step towards completing the managed realisation. Alongside this progress and following an extensive period of due diligence, ReSI has also agreed heads of terms and entered into exclusivity with a bidder for the Shared Ownership portfolio, and will continue to keep shareholders updated."
 
 
Notes:
(1)     The estimated net asset value and actual asset value of the Retirement Group has been and will be calculated by reference to the valuation of the properties owned by the Partnership as at 30 September 2025 less the 30 September 2025 carrying value of the properties disposed of by the Partnership since 30 September 2025. The net asset value of the Retirement Group as at 30 September 2025 was £99.8 million.
 
(2)      Transaction costs associated with the Retirement Disposal and other portfolio disposals are estimated to total £3.9 million.
 
(3)      The Company's issued share capital (excluding Shares held in treasury) as at 16 June 2026 was 185,163,281 Ordinary Shares.
 
Background and Rationale for the Retirement Disposal
 
In October 2024, the Board announced that following a review of options for maximising Shareholder value, the Company would adopt a managed realisation strategy and return of capital to Shareholders. As noted in October 2024, with a then market capitalisation of approximately £100 million, the Company was of a size which might deter some potential investors due to lower share liquidity and the increasing demand from investors for larger listed funds. In addition, the Company's Shares have, since September 2022, traded at a persistent, material discount to the Company's net asset value and having engaged with the Company's Shareholders and advisers, the Board determined the managed realisation strategy as the optimal route forward to realise Shareholder value.
 
At a general meeting held on 6 December 2024, 99.7% of Shareholders present in person or by proxy voted in favour of a revised investment objective to implement this strategy. The Company has since focused on the orderly disposal of its existing assets, seeking to balance maximisation of Shareholder returns with an appropriate pace of realisation, while continuing to protect residents and uphold our responsibilities as a long‑term housing provider. Since December 2024, the Board and Gresham House Asset Management Limited (the "Fund Manager") have overseen an extensive and carefully managed sales process for both the Retirement Group and the shared ownership portfolio ("Shared Ownership Portfolio"), which included outreach to more than 70 prospective investors, 50 executed non-disclosure agreements, extensive data-room engagement and multiple rounds of competitive bidding. The marketing programme, which has been managed by its appointed sales agent, Jones Lang LaSalle Limited, has been comprehensive, involving engagement with strategic investors, specialist operators, pension funds, housing associations and private capital. The marketing programme for the Retirement Group culminated in SOHO entering exclusivity in Q1 2026 and the terms of the Retirement Disposal announced today.
 
Alongside the Retirement Disposal, the Board can advise that the disposal of the Shared Ownership Portfolio has further progressed, with a bidder now having agreed heads of terms and entered into exclusivity following an extensive period of due diligence. Subject to the bidder finalising its due diligence and the parties agreeing the transaction terms, the Shared Ownership Portfolio is expected to be sold, for net consideration of approximately £13.5 million, subject to adjustment under a completion accounts mechanism, of which £5 million will be retained,  and is expected to be released post completion, upon satisfaction of asset management deliverables. Subject to the bidder finalising its due diligence and the parties agreeing the transaction terms, the parties are targeting completion of the disposal of the Shared Ownership Portfolio in late-July 2026. Further details will be provided to Shareholders at the appropriate time, in accordance with the Company's disclosure obligations.
 
Rationale for the Retirement Disposal
 
The Board believes the terms of the Retirement Disposal are in Shareholders' best interests and consistent with the Company's current investment objective as set out in its Investment Policy; however, the Investment Policy only contemplates the Company ultimately returning available cash to Shareholders. The Board has carefully considered how to return the proceeds of the Retirement Disposal in an efficient and fair manner, net of deductions for, among other things, the Company's transaction costs, liabilities, general working capital requirements and amounts retained in connection with the Company's exit from the UK REIT regime (including costs associated with the preparation of REIT financial statements and the satisfaction of any outstanding Property Income Distribution obligations). The Board believes the Consideration Shares offer the following benefits to Shareholders:
 
·      potential for further value realisation in owning shares in a larger, more liquid London-listed investment company;
 
·     Shareholders retain exposure to the independent retirement living sector, through a more diversified living platform, with the potential for further value upside through SOHO's share price performance and portfolio earnings; and
 
·      Shareholders may also experience additional upside in the form of future dividends payable by SOHO.
 
Accordingly, the Board believes that:
 
·     the Consideration Shares to be received upon completion of the Retirement Disposal and, if applicable, finalisation of the completion accounts should be distributed in specie to Shareholders to enable them to hold the Consideration Shares directly and determine if and when they wish to sell such shares in order to maximise their value; and
 
·     the net cash proceeds to be received upon completion of the Retirement Disposal should be returned to Shareholders by means of a bonus issue of redeemable B Shares (with a nominal value of one penny each) which would then be immediately redeemed by the Company in consideration for a cash payment equal to the amount treated as paid up on the issue of the B Shares.
 
The quantum and timing of any distribution in specie in respect of the Consideration Shares will be at the discretion of the Board and will be dependent, amongst other things, on the approval of certain of the Resolutions at the General Meeting, Completion occurring and the amount and nature of its distributable reserves from time-to-time. Subject to the foregoing, the Board anticipates completing the distribution in specie of the Initial Consideration Shares (approximately 66.1 million SOHO Ordinary Shares) to Shareholders in late-July 2026.
 
The quantum and timing of any B Share Return of Capital will be at the discretion of the Board and will be dependent, amongst other things, on the approval of certain of the Resolutions at the General Meeting and the amount and nature (from a tax perspective) of the Company's distributable reserves from time-to-time. Any B Share Return of Capital will be made only after the Board has determined the appropriate amount of cash to be retained to meet the Company's outstanding obligations, including but not limited to: (i) transaction costs and contingent liabilities arising from the Retirement Disposal and any other portfolio disposals; (ii) general working capital requirements of the Company through to the conclusion of the Managed Wind-Down; (iii) the Company's Property Income Distribution obligation for the financial year in which the relevant disposal(s) complete, to the extent required to maintain compliance with the UK REIT regime conditions for the relevant period; and (iv) costs and expenses associated with the Company's orderly exit from the UK REIT regime, including the preparation of REIT financial statements and related filings with HMRC. Subject to the foregoing, the Board anticipates completing an initial B Share Return of Capital to Shareholders under the B Share Scheme in the third quarter of 2026.
 
The Retirement Disposal - consideration structure and Shareholder approvals
 
Under the terms of the Retirement Disposal, SOHO is paying RPHL a purchase price of approximately £108.3 million (a component of which is based upon the estimated net asset value of the Retirement Group at Completion) subject to adjustment. The final purchase price payable by SOHO will be adjusted on a pound for pound basis, by applying a customary completion accounts mechanism to the component of the purchase price based upon the net asset value of the Retirement Group, to reflect the difference between: a) the estimated net asset value of the Retirement Group at Completion, and b) the actual net asset value of the Retirement Group at Completion(1). Alongside this adjustment, the payment of the Deferred Amount will be deferred until the completion accounts have been finalised.
 
If the Retirement Group's actual net asset value at Completion is:
 
·      the same as the estimated net asset value at Completion, SOHO will pay RPHL the Deferred Amount;
 
·      greater than the estimated net asset value at Completion, SOHO will pay RPHL the Deferred Amount plus an amount equal to the difference between the estimated net asset value and the actual net asset value;
 
·    less than the estimated net asset value at Completion and the shortfall in net asset value is less than the Deferred Amount, SOHO will pay RPHL an amount equal to the difference between the shortfall and the Deferred Amount; and
 
·     less than the estimated net asset value at Completion and the shortfall in net asset value is greater than the Deferred Amount, RPHL will pay SOHO an amount in cash equal to the difference between the shortfall and the Deferred Amount.
 
The purchase consideration payable on Completion of approximately £107.3 million will be satisfied by the payment by SOHO of the Cash Consideration and the balance of approximately £62.3 million by the allotment and issue to RPHL of the Initial Consideration Shares. Any deferred or additional consideration payable by SOHO following finalisation of the completion accounts (including, if applicable, the Deferred Amount) will be satisfied by the allotment and issue to RPHL of the Additional Consideration Shares. Any amounts payable by RPHL following finalisation of the completion accounts will be satisfied in cash.
 
The Initial Consideration Shares and the Additional Consideration Shares will be allotted and issued to RPHL at an issue price equal to the EPRA NTA per SOHO Ordinary Share as at 31 December 2025 of 94.23 pence per SOHO Ordinary Share.
 
As at 16 June 2026, being the latest practicable date prior to the announcement of the Retirement Disposal, SOHO's Ordinary Shares traded at 72.3 pence per Ordinary Share, being a 23.3% discount to the EPRA NTA per SOHO Ordinary Share as at 31 December 2025 of 94.23 pence per SOHO Ordinary Share. Based on the prevailing discount of SOHO's Ordinary Shares of 23.3% as at 16 June 2026, this values the Consideration Shares (being the aggregate of the Initial Consideration Shares (approximately £62.3 million) and the Additional Consideration Shares (assuming the Deferred Amount (£1.0 million) is paid in full) at £48.6 million and the overall purchase consideration of the Retirement Group at £93.6 million.
 
The Consideration Shares will comprise newly issued SOHO Ordinary Shares. The Consideration Shares will be allotted and issued at Completion or following finalisation of the completion accounts credited as fully paid and will rank pari passu in all respects with the SOHO Ordinary Shares in issue at the relevant time, including the right to receive all dividends, distributions or any return of capital declared, made or paid by reference to a record date after such time. The SOHO Ordinary Shares have the following rights attaching to them:
 
·     Dividends: the SOHO Ordinary Shares carry the right to receive all dividends declared by SOHO by reference to a record date after their date of issue;
 
·     Voting: holders of SOHO Ordinary Shares are entitled to attend and vote at all general meetings of SOHO and, on a poll, to one vote for each SOHO Ordinary Share held; and
 
·     Winding-up: provided SOHO has satisfied all of its liabilities, the holders of SOHO Ordinary Shares are entitled to all of the surplus assets of SOHO.
 
Completion of the Retirement Disposal is conditional upon the satisfaction of the following:
 
·      approval of the Company's new investment policy at the General Meeting;
 
·     the despatch by SOHO of a circular to its shareholders, and the passing, at a duly convened general meeting of the SOHO shareholders, of the resolutions proposed by SOHO in connection with the Retirement Disposal;
 
·      Scottish Widows not having revoked its consent to the change of control of RHP Holdings Limited;
 
·     the share purchase agreement relating to the Retirement Disposal (the "Share Purchase Agreement") and the share purchase agreement entered into between Atrato Group Limited (the parent company of Atrato Partners Limited, SOHO's alternative investment fund manager ("Atrato")), ReSI Capital Management Limited and RPHL in connection with the acquisition by Atrato Group Limited of ReSI Property Management Limited (the "Property Manager Share Purchase Agreement") (as explained below) not having been terminated in accordance with its terms; and
 
·   the admission by the Financial Conduct Authority of the Initial Consideration Shares to the closed ended funds segment of the Official List and the admission of the Initial Consideration Shares to trading on the London Stock Exchange's main market for listed securities having become effective in accordance with the listing rules made by the Financial Conduct Authority pursuant to section 73A of the Financial Services and Markets Act 2000, as amended from time to time (the "UK Listing Rules") and the Admission and Disclosure Standards respectively, (collectively, the "Conditions").
 
The Share Purchase Agreement will automatically terminate in the event that the Conditions have not been satisfied by 6.00 p.m. on 31 July 2026 (or such later date as RPHL and SOHO may agree in writing).
 
Simultaneously with Completion, ReSI Capital Management Limited will sell ReSI Property Management Limited, the incumbent property manager of the Retirement Group, to Atrato Group Limited for a nominal sum pursuant to the terms of the Property Manager Share Purchase Agreement.
 
Subject to satisfaction of the Conditions, it is expected that completion of the Retirement Disposal will occur in mid-July 2026. The expected timetable of principal events will be set out in the Circular. Any revision of that timetable will be notified to Shareholders through a regulatory information service.
 
Material change to the investment policy
 
The Company's investment objective, as set out in the Investment Policy, currently contemplates the return of available cash to Shareholders, following the realisation of the Company's portfolio. The Group will receive consideration comprising the Cash Consideration and the Consideration Shares in connection with the Retirement Disposal.
 
The Board has carefully considered how to return the proceeds of the Retirement Disposal net of deductions for, among other things, the Company's transaction costs, liabilities and general working capital requirements, to Shareholders in an efficient and fair manner and has concluded that it should return the Consideration Shares to Shareholders to enable Shareholders to hold the Consideration Shares directly and determine if and when they wish to sell such shares in order to maximise their value. Accordingly, it is proposed that the Initial Consideration Shares and, if applicable, the Additional Consideration Shares, issued to RPHL will, in each case, be distributed in specie to the Company and, following receipt by the Company, be distributed in specie to Shareholders.
 
The quantum and timing of any distribution in specie in respect of the Consideration Shares will be at the discretion of the Board and will be dependent, amongst other things, on the approval of certain of the Resolutions  at the General Meeting, Completion occurring and the amount and nature of the Company's distributable reserves from time-to-time. Subject to the foregoing, the Board anticipates completing the distribution in specie of the Initial Consideration Shares (approximately 66.1 million SOHO Ordinary Shares) to Shareholders in late-July 2026.
 
In order to distribute the Initial Consideration Shares and, if applicable, the Additional Consideration Shares to Shareholders, it will be necessary to amend the Investment Policy to permit the return of available cash and/or ordinary shares in an issuer listed on the Official List maintained by the Financial Conduct Authority and admitted to trading on the main market operated by London Stock Exchange plc (e.g. SOHO) to Shareholders.
 
The proposed amendments to the Company's Investment Policy are considered a material change and therefore, in accordance with the UK Listing Rules, the consent of Shareholders to the adoption of the New Investment Policy is being sought.
 
The UK Listing Rules also require any proposed material changes to the Company's published investment objective and policy to be submitted to the Financial Conduct Authority for prior approval. The Financial Conduct Authority approved the New Investment Policy on 6 March 2026.
 
Shareholder Support
 
The Directors, the Fund Manager and ReSI Capital Management Limited have irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 6,094,313 Shares, representing approximately 3.3% of the issued share capital of the Company (excluding Shares held in treasury) as at 16 June 2026.
 
Further, the Company has received letters of intent to vote in favour of the Resolutions from CG Asset Management Limited, Mr Waseem Shakoor and Mr Bhavesh Patel, in respect of, in aggregate, 32,992,745 Shares, representing approximately 17.8% of the issued share capital of the Company (excluding Shares held in treasury) as at 16 June 2026.
 
Accordingly, the Company has received written support to vote in favour of the Resolutions in respect of, in aggregate, 39,087,058 Shares, representing approximately 21.1% of the issued share capital of the Company (excluding Shares held in treasury) as at 16 June 2026.
 
Information on SOHO
 
SOHO is a listed REIT with a gross asset value of £637 million and net asset value of £371 million as at 31 December 2025. SOHO is externally managed by Atrato, SOHO's alternative investment fund manager.
 
To date, SOHO has predominantly invested in Specialised Supported Housing ("SSH") assets, which are properties that are specially designed and adapted for vulnerable adults who require care and/or support to live independently within the community. SSH assets are leased to Approved Providers that are regulated by the Regulator of Social Housing (or equivalent) and incorporate adaptations and service provisions tailored to the needs of individuals living in the property.
 
SSH assets are let on fully repairing and insuring long-term leases. Rents are claimed by the Approved Providers on behalf of residents and are funded through housing benefit from local authorities, which is ultimately reimbursed by the Department for Work and Pensions. Residents' care and support is provided by third-party care providers.
 
As at 31 December 2025, SOHO owned 492 properties, providing homes for up to 3,412 vulnerable adults and had a contracted annualised rent roll of £43.7 million across 27 Approved Provider lessees.
 
In its results for the financial year ending on 31 December 2025, SOHO reported a 21% adjusted increase in earnings from its financial year ending on 31 December 2024, resulting in dividend cover of 1.17x. Atrato were appointed as alternative investment fund manager to SOHO effective 1 January 2025.
 
The Board understands that the board of SOHO is proposing, subject to approval by the holders of SOHO Ordinary Shares, to amend the SOHO investment objective and investment policy. The proposed changes will, amongst other things, expand SOHO's investment universe to include senior living and care home assets, in addition to SSH as permitted under SOHO's current investment objective and investment policy.
 
For more information on SOHO, your attention is drawn to SOHO's annual report and accounts for the financial period ended 31 December 2025, SOHO's latest factsheet, SOHO's latest AIFMD disclosures and the circular to be published by SOHO, in each case published on SOHO's website (https://socialhousingreit.com).  
 
- Ends -
 
Notices related to advisers
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for ReSI and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than ReSI for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.
 
Market Abuse Regulations
The information contained within this announcement would have, prior to its release, constituted inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR"). Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain. For the purposes of UK MAR, the person responsible for arranging for the release of this information on behalf of ReSI is Charles Gorman of KL Communications.
 
Disclaimer
This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs or current expectations and projections about future events of the Directors, the Company or the Group, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "goals", "intends", "anticipates", "believes", "targets", "aims" or "projects". Words or terms of similar substance or the negative thereof, are forward-looking statements, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
 
Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of the Company to differ materially from the expectations of the Company include, among other things, general political, business and economic conditions, industry and market trends, competition, changes in government and changes in law, regulation and policy, including in relation to taxation as well as political and economic uncertainty, stakeholder perception of the Group and/or the sectors or markets in which it operates. Such forward-looking statements should therefore be construed in light of such factors.
 
Neither the Company nor any of its directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this announcement.
 
Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and any other applicable law), the Company is not under any obligation to, and the Company expressly disclaims any intention or obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
LEI: 213800D24WA531LAR763
 
For further information, please contact:
 




Gresham House Real Estate
Mike Adams
Sandeep Patel
 


 
+44 (0) 20 7382 0900
 
 




Peel Hunt LLP
(Broker & Financial Adviser)
Luke Simpson
Huw Jeremy
 


 
+44 (0) 20 7418 8900




KL Communications
Charles Gorman
Henry Taylor


gh@kl-communications.com
+44 (0) 20 3882 6644




 
About ReSI
Residential Secure Income plc (LSE: ReSI) is a real estate investment trust (REIT) focused on delivering secure, inflation-linked returns with a focus on two residential sub-sectors in UK residential - independent retirement rentals and shared ownership - underpinned by an ageing demographic and untapped and strong demand for affordable home ownership.
 
ReSI's purpose is to deliver affordable, high-quality, safe homes with great customer service and long-term stability of tenure for residents. We achieve this through meeting demand from housing developers, housing associations, local authorities, and private developers for long-term investment partners to accelerate the development of socially and economically beneficial affordable housing.
 
ReSI's subsidiary, ReSI Housing Limited, is registered as a for-profit Registered Provider of social housing, and so provides a unique proposition to its housing developer partners, being a long-term private sector landlord within the social housing regulatory environment. As a Registered Provider, ReSI Housing can acquire affordable housing subject to s106 planning restrictions and housing funded by government grant.
 
In December 2024, shareholders voted for and accepted a new investment objective which seeks to realise all the existing assets in the Company's portfolio in an orderly manner. The Company will pursue its investment objective by effecting an orderly realisation of its assets while seeking to balance maximising returns for Shareholders against timing of disposals whilst ensuring the interests of residents are protected. Capital expenditure will be permitted where it is deemed necessary or desirable in connection to the realisation, primarily where such expenditure is necessary to protect or enhance an asset's realisable value, to comply with statutory or regulatory obligations, to protect other stakeholders, to comply with the terms of any funding arrangement or to facilitate orderly disposals.
 
About Gresham House and Gresham House Real Estate
Gresham House is an alternative asset manager committed to operating responsibly and sustainably, taking the long view in delivering sustainable investment solutions.
 
Gresham House Real Estate offers long-term equity investments into UK housing, through listed and unlisted housing investment vehicles, each focused on addressing different areas of the affordable housing problem. Each fund aims to deliver stable and secure inflation-linked returns whilst providing social and environmental benefits to its residents, the local community, and the wider economy.
 
Further information on ReSI is available at https://greshamhouse.com/real-assets/uk-housing/residential-secure-income-plc/, and further information on Gresham House is available at www.greshamhouse.com.
 
Appendix 1: Current investment policy and the New Investment Policy
 
Underlined text in the New Investment Policy represents material changes to the Current Investment Policy, limited to only the Company's Investment Objective.
 




Current Investment Policy


New Investment Policy




Investment Objective
The Company's investment objective is to realise all existing assets in the Company's portfolio in an orderly manner, with a view to ultimately returning available cash to Shareholders, following the repayment of the Group's borrowings.


Investment Objective
The Company's investment objective is to realise all existing assets in the Company's portfolio in an orderly manner, with a view to ultimately returning available cash and/or ordinary shares in an issuer listed on the Official List maintained by the Financial Conduct Authority and admitted to trading on the main market operated by London Stock Exchange plc to Shareholders, following the repayment of the Group's borrowings.




Investment Policy
The Company will pursue its investment objective by effecting an orderly realisation of its assets while seeking to balance maximising returns for Shareholders and the timeframe for disposal.
The Company will cease to make any new real estate acquisitions, except in limited circumstances where it is considered ancillary to an existing portfolio investment, where such acquisition is considered to protect or enhance an existing asset's realisable value, where such acquisition is required by the terms of any existing contractual obligations or funding arrangement, or where it is considered to facilitate orderly disposals of a larger portfolio.
Capital expenditure will be permitted where it is deemed necessary or desirable by the Fund Manager in connection with the realisation, primarily where such expenditure is necessary to protect or enhance an asset's realisable value, to comply with statutory or regulatory obligations, to protect other stakeholders, to comply with the terms of any funding arrangement or to facilitate orderly disposals.


Investment Policy
The Company will pursue its investment objective by effecting an orderly realisation of its assets while seeking to balance maximising returns for Shareholders and the timeframe for disposal.
The Company will cease to make any new real estate acquisitions, except in limited circumstances where it is considered ancillary to an existing portfolio investment, where such acquisition is considered to protect or enhance an existing asset's realisable value, where such acquisition is required by the terms of any existing contractual obligations or funding arrangement, or where it is considered to facilitate orderly disposals of a larger portfolio.
Capital expenditure will be permitted where it is deemed necessary or desirable by the Fund Manager in connection with the realisation, primarily where such expenditure is necessary to protect or enhance an asset's realisable value, to comply with statutory or regulatory obligations, to protect other stakeholders, to comply with the terms of any funding arrangement or to facilitate orderly disposals.




Diversification of Risk
The net proceeds from realisations will be used to repay borrowings as may be required and/or considered in the Company's best interests and thereafter make timely returns of capital to shareholders (net of provisions for the Company's costs, expenses and potential liabilities) in such manner as the Board considers appropriate when it is able to do so.
Any cash received by the Company as part of the realisation process (net of any transaction costs and repayment of borrowings) will be held by the Company as cash on deposit and/or in liquid cash equivalent securities (including direct investment in UK treasuries and/or gilts, funds holding such investments, money market or cash funds and/or short-dated corporate bonds or funds that invest in such bonds) pending its return to Shareholders.


Diversification of Risk
The net proceeds from realisations will be used to repay borrowings as may be required and/or considered in the Company's best interests and thereafter make timely returns of capital to shareholders (net of provisions for the Company's costs, expenses and potential liabilities) in such manner as the Board considers appropriate when it is able to do so.
Any cash received by the Company as part of the realisation process (net of any transaction costs and repayment of borrowings) will be held by the Company as cash on deposit and/or in liquid cash equivalent securities (including direct investment in UK treasuries and/or gilts, funds holding such investments, money market or cash funds and/or short-dated corporate bonds or funds that invest in such bonds) pending its return to Shareholders.




Borrowings and Derivatives
It is not anticipated that the Company will take on any new borrowings, other than for the efficient management of the Company (such as through a new revolving credit facility, a refinancing, a renewal, increase and/or extension of term of any existing borrowing or an overdraft at the Company level) or to protect or enhance an asset's realisable value, to comply with statutory obligations or to facilitate orderly disposals. Borrowings otherwise will typically be non-recourse and secured against individual assets or groups of assets.
Aggregate Group borrowings will always be subject to an absolute maximum, calculated at the time of drawdown, of 67 per cent. of Gross Asset Value.
The Company may use derivatives for efficient portfolio management, that is, to reduce, transfer or eliminate risk in its investments, including protection against interest rate, inflation or currency risks.


Borrowings and Derivatives
It is not anticipated that the Company will take on any new borrowings, other than for the efficient management of the Company (such as through a new revolving credit facility, a refinancing, a renewal, increase and/or extension of term of any existing borrowing or an overdraft at the Company level) or to protect or enhance an asset's realisable value, to comply with statutory obligations or to facilitate orderly disposals. Borrowings otherwise will typically be non-recourse and secured against individual assets or groups of assets.
Aggregate Group borrowings will always be subject to an absolute maximum, calculated at the time of drawdown, of 67 per cent. of Gross Asset Value.
The Company may use derivatives for efficient portfolio management, that is, to reduce, transfer or eliminate risk in its investments, including protection against interest rate, inflation or currency risks.




Amendments to and compliance with the Investment Policy
Material changes to the Investment Policy may only be made with the approval of Shareholders by way of ordinary resolution and (for so long as the Ordinary Shares are listed on the Official List) in accordance with the Listing Rules. Non-material changes to the Investment Policy must be approved by the Board, taking into account advice from the Fund Manager and external advisers where appropriate.


Amendments to and compliance with the Investment Policy
Material changes to the Investment Policy may only be made with the approval of Shareholders by way of ordinary resolution and (for so long as the Ordinary Shares are listed on the Official List) in accordance with the Listing Rules. Non-material changes to the Investment Policy must be approved by the Board, taking into account advice from the Fund Manager and external advisers where appropriate.




 




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