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)
Dido Laurimore
Eve Kirmatzis
Ellie Perham-Marchant
Oliver Harrison
|
HomeREIT@fticonsulting.com
+44 (0)20
3727 1000
|
The Company's LEI is:
213800A53AOVH3FCGG44.
For more information, please visit
the Company's website: www.homereituk.com