Manchester-based PRS REIT plc said non-executive chairman Stephen Smith will resign at the next annual general meeting and two rebel shareholders — Robert Naylor and Christopher Mills — will join the board next month.
The move meets most of the demands of a group of shareholders who called for a special meeting to oust Smith and David Steffan Francis from the property investor’s board. Francis will remain as a non-executive director as scheduled until next year.
It ends, for now, a dispute between the board of PRS and a group of shareholders, led by Mills of Harwood Capital Management and Naylor, who sent a requisition notice to PRS on 29 August to call a general meeting to oust Smith and Francis and appoint Naylor as non-executive chairman and Mills as a director.
PRS, which formed a special committee to negotiate with the shareholders, said on Friday Naylor and Mills will be appointed to the board as non-executive directors after the announcement of full year results on or around 8 October. In return, the rebel shareholders have dropped their demand for a general meeting.
The AGM to approve the election of all directors of the newly constituted board is expected to take place in early December 2024.
Geeta Nanda, Senior Independent Director, will become Interim Chair at the AGM and lead the appointment process for a new permanent, independent, non-executive Chair.
PRS REIT plc is a closed-ended real estate investment trust established to invest in the Private Rented Sector. The company currently has investments of more than £1 billion, with 5,400 new rental homes.
“The Board believes the agreement and changes announced today reflect a balance of the views of all shareholders,” PRS said.
“They respect the principles of good governance in orderly succession planning, and help to ensure that a new independent Chair and any future Board directors have the appropriate blend of skills and expertise. The Board believes this agreement will allow the Company to move forward and focus on value maximisation for all shareholders.”