Result of General Meeting, Issue of Equity and Board changes

29 July 2019

KCR Residential REIT plc (AIM: KCR), the residential real estate investment trust group, is pleased to make the following announcement.

GM Result

At the Company's General Meeting held earlier today, all resolutions put to the meeting were duly passed. Voting was on a poll and the number of votes for each of the resolutions was 11,405,369 (representing approximately 99.99% of the votes cast) and the number of votes against each resolution was 1,000 (representing approximately 0.01% of the votes cast). The total number of votes cast was 11,406,369 (representing 72.2 % of the total voting rights in the Company).

Issue of Equity & Option

Following the Company's announcement on 12 July 2019, the Company will issue and allot 9,000,000 New Ordinary Shares to Torchlight pursuant to the Proposals, conditional on Admission, and grant an option to Torchlight to subscribe for a further 50,000,000 New Ordinary Shares during the Option Period.

Application for admission for the Torchlight Subscription Shares, the Redesignation Shares, the Conversion Shares, the Ladbroke Grove Shares and the Thornton Shares, as set out in the 12 July 2019 announcement, has been made and Admission is expected to take place on 6 August 2019.

RCL & Strategic Partnership Agreement

The Company has also entered into a Strategic Agreement with Torchlight's investee, RCL, a residential land developer in Australia and New Zealand. The intention of the Company and RCL is that RCL will diligently progress the preparatory design and planning work necessary for the development of relevant properties so as to be available for purchase by the Company for rental purposes.

Board of Directors

Pursuant to the provisions of the Relationship Agreement, on completion of the Proposals, expected on 6 August 2019, Russell Naylor will join the Board at the request of Torchlight as an executive director and Richard Boon and James Thornton will both join as non-executive directors. Further details of each proposed director's experience can be found in the 12 July announcement and the details required Schedule 2(g) of the AIM Rules will be notified in due course.

Timothy James, James Cane and Oliver Vaughan will resign from the board at completion of the Proposals. KCR would like to thank them for their service to the Company since its inception. Timothy James will remain an employee of the Company.

Ongoing Strategy

The Proposals are expected to provide the Company with access to capital, international property development expertise and refinancing options which will accelerate the Company's objective of providing capital growth and dividend streams to investors through the acquisition of PRS assets not only in the United Kingdom but also in new residential markets, including Australia, New Zealand and Germany.

The Company would ultimately like to achieve a diversified portfolio in these countries with the aim of an approximate apportionment of one third of such portfolio in each jurisdiction (with Australia and New Zealand treated as one jurisdiction). During the period that the portfolio is being established, there may be significant temporary variances between such jurisdictions depending on where the investment opportunities arise.

Interest in shares

Two shareholders (holding a total of 3,942,857 shares in the Company) gave Michael Davies, the chairman of the Company, discretion as to how to vote at the General Meeting. The giving of such discretion to Mr Davies increased his interest (for the purposes of the Disclosure Guidance and Transparency Rules) in shares in the Company from 195,428 shares (representing approximately 1.2% of the issued share capital before the issue (on Admission) of any New Ordinary Shares) to 4,138,285 shares (representing approximately 26.2% of the issued share capital before the issue (on Admission) of any New Ordinary Shares). Following the exercise by Mr Davies of such discretion (by completing his poll card), his interest in shares in the Company has reverted to 195,428 shares (representing approximately 1.2% of the issued share capital before the issue (on Admission) of any New Ordinary Shares).

Definitions used in this announcement are the same as set out in the Circular to shareholders and RNS dated 12 July 2019.

Dominic White, CEO of KCR Residential REIT said: "This investment by Torchlight is a significant development for KCR and will enable the business to continue its strategy of acquiring private rented sector assets not only in the United Kingdom but internationally, making KCR one of the few UK quoted multi-jurisdiction private rented sector REITs. Our aim is that acquisitions made through the strategic partnership with RCL, and through other strategic partners, will enable us to grow the portfolio size and rental income stream in the short to medium term."


For further information, please contact:

KCR Residential REIT plc
Dominic White, Chief Executive
[email protected]
+44 20 3793 5236
Arden Partners plc
Tom Price
Aimee Kerslake (Sales)
+44 20 7614 5900


Notes to Editors:

KCR's objective is to build a substantial residential property portfolio that generates secure income flow for shareholders. The Directors intend that the group will acquire, develop and manage residential property assets in a number of jurisdictions including the UK, Australia, New Zealand and Germany.