Proposed sale of PRS REIT Holding Company Limited

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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 PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS 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:

NOTES TO EDITORS

About The PRS REIT plc 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