Following shareholder approval last week for the sale of PRS Holdco to Waypoint, the board of PRS REIT plc, the Manchester-based private rented sector housing group, has issued a circular ahead of a 5 January 2026 shareholder vote on its proposed liquidation.
The portfolio sale is due to complete on 11 December 2025, implying an estimated distribution close to the 114.9p NAV per share.
Shareholders wishing to vote must submit proxies by 31 December.
If the 75% approval threshold is met, liquidators will be appointed and a first payment will follow about five business days later, with around 1% of NAV retained. The final distribution, after costs of roughly £590k, is expected in March 2026.
The company has issued the following statement:
On 27 November 2025, the Company announced that shareholders had approved the sale of The PRS REIT
Holding Company Limited (“PRS Holdco”). Completion of the Sale of PRS HoldCo is expected to occur on or
around 11 December 2025 (“Completion”). The Board is now seeking Shareholder approval for the voluntary
liquidation of the Company following Completion.
If Shareholders approve the voluntary liquidation of the Company at the General Meeting, the estimated amount
per Ordinary Share available for distribution to Shareholders in the liquidation is expected to be materially the
same as the Adjusted Net Assets per Ordinary Share of 114.9 pence, unless and to the extent that any dividends
are paid in the period between Completion and the Company’s liquidation.
Shareholders should note that the Company will be required to treat any distribution to Shareholders in the
liquidation of the Company that is attributed to the profits and/or gains of the tax-exempt property rental
business of the Company and its REIT Group as a property income distribution (“PID”) (to which the provisions
of section 548 CTA 2010 apply). The Board currently estimates that approximately 30 per cent. of the
distributions made to Shareholders at the Record Date will therefore be treated as PIDs on which, subject to
certain exceptions, the Company will be required to withhold income tax at the basic rate.
Should Shareholders approve the Resolution at the General Meeting, the Company is targeting a distribution of
substantially all its net assets at that time (other than the one per cent. retention referred to in the next
paragraph) no later than the third week of January (with the target being five Business Days after entering
liquidation).
Under the Sale Agreement, the Company is required to retain one per cent. of the Consideration for a period of
at least three months to cover any claims under the Sale Agreement that have been notified to the Company
within that three month period. As soon as possible after that period, the Company expects to make a further
distribution to Shareholders reflecting substantially all the remaining net assets of the Company.
The Liquidators will retain the balance to meet the current, future and contingent liabilities of the Company,
including the costs and expenses (inclusive of VAT, if applicable) of the liquidation not already paid at the point
of liquidation and potential tax liabilities.
Once the Liquidators have satisfied all the claims of creditors of the Company and paid the costs and expenses
of the liquidation, it is expected that the Liquidators will make a final distribution to Shareholders of any residual
cash. The final distribution, if any, will be at a time determined solely by the Liquidators, but is envisaged to be
in the region of six to nine 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 Record Date, will be
entitled to any PID and capital distributions made during the course of the liquidation.
The Board expects the following returns to be made to Shareholders under the Proposal:
+ On or around 13 January 2026: the initial PID and capital distribution in liquidation, comprising the
Company’s net assets less the one per cent. of Consideration retention, expected to be five Business
Days following the General Meeting;
+ March 2026: a further distribution in liquidation, which the Board expects to comprise substantially all
remaining net assets of the Company. The Board expects that the initial and further distributions in
aggregate to Shareholders will be approximately 114.9 pence per Ordinary Share; and
+ by the end of 2026: a final de-minimis distribution of any unutilised Liquidator’s retention (estimated
to be in aggregate £100,000).
Shareholders should read the whole of this announcement, including the sections below, headed Risks
associated with the Proposal and Taxation, and not just rely on the summarised information set out in this
introduction. Shareholders who are in any doubt as to any applicable taxation consequences for them of the
Proposal should seek advice from a qualified independent financial adviser or tax specialist. The content of this
announcement is not to be construed as tax, legal or financial advice.
Notice of General Meeting and Recommendation
The Company will shortly post the Liquidation Circular to Shareholders, which describes the background to, and
reasons for, the Proposal. It also explains why the Board considers the Proposal to be in the best interests of the
Company and its Shareholders as a whole, and unanimously recommends that Shareholders vote in favour of
the Resolution.
Shareholder approval will be sought for the Proposal at a General Meeting, which will be held at the offices of
Dentons UK and Middle East LLP at One Fleet Place, London, EC4M 7RA at 10 a.m. on 5 January 2026. The Notice
of General Metting will shortly be sent to Shareholders.
The Resolution to be proposed at the General Meeting shall be a special resolution requiring at least 75 per cent.
of votes cast to be in favour for the Resolution to be passed.
Circular
Extracts from the Circular are set out below in Appendix 1. The above summary should be read in conjunction
with the full text of this announcement and the Circular.
Unless defined otherwise, capitalised terms used throughout this announcement shall have the meanings given
to such terms in the Definitions section below. References to paragraphs below refer to the relevant paragraphs
of the Circular and references to ‘this Document’ refer to the Circular. References to numbered ‘Parts’ below
refer to the relevant parts of the Circular.
A copy of the Circular will be shortly available on the Company’s website: https://www.theprsreit.com/investor-
centre/reports-circulars/
Read the orginal article: https://propertyindustryeye.com/prs-reit-proposes-members-voluntary-liquidation-following-sale/?utm_source=rss&utm_medium=rss&utm_campaign=prs-reit-proposes-members-voluntary-liquidation-following-sale
