DJ I-RES and Vision enter into a Co-Operation Agreement
Irish Residential Properties REIT plc (IRES)
I-RES and Vision enter into a Co-Operation Agreement
08-Apr-2024 / 15:20 GMT/BST
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
8 April 2024
Irish Residential Properties REIT plc
(the "Company or "I-RES")
I-RES and Vision enter into a Co-Operation Agreement
I-RES announces that it has entered into a Co-Operation Agreement (the "Agreement") with Vision Capital Corporation ("
Vision").
Under the terms of the Agreement, the I-RES Board will recommend that shareholders approve the appointment to the Board
of two Vision nominees, Richard Nesbitt and Amy Freedman, at the Company's forthcoming annual general meeting ("AGM").
Biographies of the proposed nominees and detailed information about the matters to be presented at the AGM will be
included in the Notice of AGM to be published in due course.
The resolutions put forward by Vision on 20 March 2024 for inclusion in the Company's Notice of AGM have been
withdrawn. The Company's 2024 AGM, which was originally scheduled for 2 May, will now be held at 11:30 a.m. on Friday,
10 May at The Herbert Park Hotel, Ballsbridge, Dublin 4 D04 R2T2. The change of date is to facilitate the preparation
of revised documentation for the AGM that reflects the withdrawal of the Vision resolutions and the proposed changes to
the Board described in this announcement.
Vision undertakes, under the terms of the Agreement, to vote in favour of I-RES Board recommended resolutions (not
including those concerning material transactions) at general meetings of the Company from the date of the Agreement
until after the Company's 2025 AGM, and has agreed a standstill on initiating or participating in any further
shareholder activist campaigns during that period.
Under the Company's constitution the maximum permitted number of Directors on the Board is nine. To facilitate the
appointment of the two Vision nominees, the Company's executive director Brian Fagan will not seek re-election to the
Board at the 2024 AGM, thus ensuring the Board continues to meet its independence requirements in line with best
practice corporate governance. Mr Fagan's position as CFO will not be impacted by this change.
Hugh Scott-Barrett, Chairman of the Board I-RES said:
"The Co-Operation Agreement with Vision provides a constructive framework to address the maximisation of value for
shareholders. It enables the Board and management to fully focus on the Strategic Review, the CEO transition and the
continued strong operating performance of the business. We look forward to updating shareholders on the progress of the
Strategic Review ahead of our AGM in May".
Jeff Olin, the President & CEO and Portfolio Manager of Vision said:
"We are pleased with the proposed appointments of Richard Nesbitt and Amy Freedman. We look forward to the outcome of
the strategic review and the maximisation of the value inherent in IRES for all shareholders."
END
For further information please contact:
For Investor Relations at Irish Residential Properties REIT plc:
Luke Ferriter, Investor Relations investors@iresreit.ie Tel: +353 (0) 1 563 4000
Margaret Sweeney, Chief Executive Officer Tel: +353 (0) 1 557 0974
For Media Queries:
Padraig McKeon, I-RES PR and Communications Tel: + 353 (0) 87 231 2632
Jonathan Neilan, FTI Consulting ires@fticonsulting.com Tel: +353 (0) 86 231 4135
About Irish Residential Properties REIT plc
Irish Residential Properties REIT plc ("I-RES") is a growth oriented Real Estate Investment Trust providing quality
professionally managed homes in sustainable communities in Ireland. The Group owns 3,734 apartments and houses for
private rental in Dublin and Cork. I-RES aims to be the provider of choice for the Irish living sector, known for
excellent service and for operating responsibly, minimising its environmental impact, and maximising its contribution
to the community. The Company's shares are listed on Euronext Dublin. Further information at www.iresreit.ie.
Regulatory
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").
Upon publication of this announcement, the inside information is now considered to be in the public domain for the
purposes of MAR. The person responsible for arranging the release of this announcement on behalf of the Company is
Anna-Marie Curry, I-RES' Company Secretary and General Counsel. The date and time of this statement is the same as the
date and time that it has been communicated to the media.
Important notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions outside Ireland may be restricted by
laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Responsibility Statement
The directors of I-RES accept responsibility for the information contained in this announcement. To the best of the
knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and does not omit anything likely to affect
the import of such information.
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Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse
Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: IE00BJ34P519
Category Code: MSCH
TIDM: IRES
LEI Code: 635400EOPACLULRENY18
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 314264
EQS News ID: 1875731
End of Announcement EQS News Service
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(END) Dow Jones Newswires
April 08, 2024 10:20 ET (14:20 GMT)
