Following shareholder approval final week for the sale of PRS Holdco to Waypoint, the board of PRS REIT plc, the Manchester-based personal rented sector housing group, has issued a round forward of a 5 January 2026 shareholder vote on its proposed liquidation.
The portfolio sale is because of full on 11 December 2025, implying an estimated distribution near the 114.9p NAV per share.
Shareholders wishing to vote should submit proxies by 31 December.
If the 75% approval threshold is met, liquidators will probably be appointed and a primary fee will comply with about 5 enterprise days later, with round 1% of NAV retained. The ultimate distribution, after prices of roughly £590k, is anticipated in March 2026.
The corporate has issued the next assertion:
On 27 November 2025, the Firm introduced that shareholders had accredited the sale of The PRS REIT
Holding Firm Restricted (“PRS Holdco”). Completion of the Sale of PRS HoldCo is anticipated to happen on or
round 11 December 2025 (“Completion”). The Board is now looking for Shareholder approval for the voluntary
liquidation of the Firm following Completion.
If Shareholders approve the voluntary liquidation of the Firm on the Basic Assembly, the estimated quantity
per Extraordinary Share accessible for distribution to Shareholders within the liquidation is anticipated to be materially the
similar because the Adjusted Web Property per Extraordinary Share of 114.9 pence, until and to the extent that any dividends
are paid within the interval between Completion and the Firm’s liquidation.
Shareholders ought to notice that the Firm will probably be required to deal with any distribution to Shareholders within the
liquidation of the Firm that’s attributed to the income and/or features of the tax-exempt property rental
enterprise of the Firm and its REIT Group as a property earnings distribution (“PID”) (to which the provisions
of part 548 CTA 2010 apply). The Board at present estimates that roughly 30 per cent. of the
distributions made to Shareholders on the Document Date will subsequently be handled as PIDs on which, topic to
sure exceptions, the Firm will probably be required to withhold earnings tax on the primary charge.
Ought to Shareholders approve the Decision on the Basic Assembly, the Firm is focusing on a distribution of
considerably all its web property at the moment (aside from the one per cent. retention referred to within the subsequent
paragraph) no later than the third week of January (with the goal being 5 Enterprise Days after coming into
liquidation).
Beneath the Sale Settlement, the Firm is required to retain one per cent. of the Consideration for a interval of
at the very least three months to cowl any claims underneath the Sale Settlement which have been notified to the Firm
inside that three month interval. As quickly as potential after that interval, the Firm expects to make an extra
distribution to Shareholders reflecting considerably all of the remaining web property of the Firm.
The Liquidators will retain the steadiness to satisfy the present, future and contingent liabilities of the Firm,
together with the prices and bills (inclusive of VAT, if relevant) of the liquidation not already paid on the level
of liquidation and potential tax liabilities.
As soon as the Liquidators have glad all of the claims of collectors of the Firm and paid the prices and bills
of the liquidation, it’s anticipated that the Liquidators will make a last distribution to Shareholders of any residual
money. The ultimate distribution, if any, will probably be at a time decided solely by the Liquidators, however is envisaged to be
within the area of six to 9 months after the entry into of the members’ voluntary liquidation.
All Shareholders on the Register of Members as at 6.00 p.m. on 2 January 2026, being the Document Date, will probably be
entitled to any PID and capital distributions made in the course of the course of the liquidation.
The Board expects the next returns to be made to Shareholders underneath the Proposal:
+ On or round 13 January 2026: the preliminary PID and capital distribution in liquidation, comprising the
Firm’s web property much less the one per cent. of Consideration retention, anticipated to be 5 Enterprise
Days following the Basic Assembly;
+ March 2026: an extra distribution in liquidation, which the Board expects to comprise considerably all
remaining web property of the Firm. The Board expects that the preliminary and additional distributions in
mixture to Shareholders will probably be roughly 114.9 pence per Extraordinary Share; and
+ by the top of 2026: a last de-minimis distribution of any unutilised Liquidator’s retention (estimated
to be in mixture £100,000).
Shareholders ought to learn the entire of this announcement, together with the sections under, headed Dangers
related to the Proposal and Taxation, and never simply depend on the summarised info set out on this
introduction. Shareholders who’re in any doubt as to any relevant taxation penalties for them of the
Proposal ought to search recommendation from a professional impartial monetary adviser or tax specialist. The content material of this
announcement is to not be construed as tax, authorized or monetary recommendation.
Discover of Basic Assembly and Advice
The Firm will shortly publish the Liquidation Round to Shareholders, which describes the background to, and
causes for, the Proposal. It additionally explains why the Board considers the Proposal to be in the very best pursuits of the
Firm and its Shareholders as a complete, and unanimously recommends that Shareholders vote in favour of
the Decision.
Shareholder approval will probably be hunted for the Proposal at a Basic Assembly, which will probably be held on the places of work of
Dentons UK and Center East LLP at One Fleet Place, London, EC4M 7RA at 10 a.m. on 5 January 2026. The Discover
of Basic Metting will shortly be despatched to Shareholders.
The Decision to be proposed on the Basic Assembly shall be a particular decision requiring at the very least 75 per cent.
of votes solid to be in favour for the Decision to be handed.
Round
Extracts from the Round are set out under in Appendix 1. The above abstract needs to be learn in conjunction
with the total textual content of this announcement and the Round.
Until outlined in any other case, capitalised phrases used all through this announcement shall have the meanings given
to such phrases within the Definitions part under. References to paragraphs under consult with the related paragraphs
of the Round and references to ‘this Doc’ consult with the Round. References to numbered ‘Components’ under
consult with the related components of the Round.
A duplicate of the Round will probably be shortly accessible on the Firm’s web site: https://www.theprsreit.com/investor-
centre/reports-circulars/
