Home Reit Regulatory News (HOME)

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:

The Company's LEI is: 213800A53AOVH3FCGG44.

For more information, please visit the Company's website: www.homereituk.com