LONDON: The PRS REIT has entered into non-binding heads of terms for the proposed £646.2 million sale of its operating subsidiary, PRS REIT Holding Company Limited, to a vehicle wholly owned by a fund advised by Waypoint Asset Management.
The deal, subject to shareholder approval and due diligence, would transfer ownership of the REIT’s entire property portfolio to Bidco, a Waypoint-advised entity backed by UK local government pension funds. Net proceeds to PRS REIT, after expenses and tax, are expected to be approximately £633.2 million.
Shareholders may also receive a dividend of up to 1.1 pence per share for Q1 FY26, payable in November 2025, with no reduction to the sale consideration.
The transaction is conditional on the execution of a sale and purchase agreement and approval via special resolution at a general meeting. PRS REIT and Waypoint aim to complete the sale by Nov. 30, 2025.
Following completion, the Board intends to seek shareholder approval for voluntary liquidation and distribution of net assets.
The announcement follows a strategic review and formal sale process initiated in October 2024. Despite engagement with multiple parties, the Board said no superior or equivalently funded proposals were received.
Waypoint, a London-based real estate investment firm managing over £3 billion in assets, will deploy equity from a co-mingled discretionary fund for the acquisition. If a competing binding offer emerges during negotiations, PRS REIT will pay Waypoint a £5.7 million break fee.
The Strategic Review remains active, with further updates expected.