PRS REIT

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF THE PRS REIT PLC OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

27 September 2021

The PRS REIT plc

("The PRS REIT" or the "Company")

PrimaryBid Offer

The PRS REIT (LON: PRSR), the Main Market listed closed-ended real estate investment trust that invests in new build family homes for the private rented sector, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of 1 pence each in the Company (the "PrimaryBid Shares") at an issue price of 103 pence per PrimaryBid Share (the "Issue Price"), being the same price as the closing share price on 24 September 2021. The Company is also conducting a placing of new ordinary shares at the Issue Price (the "Placing Shares) by way of an accelerated bookbuild process (the "Placing") as announced earlier today (together with the PrimaryBid Offer, the "Issue" and the Placing Shares together with the Primary Bid Shares being the "New Ordinary Shares").

The PrimaryBid Offer and the Placing are conditional on the New Ordinary Shares being admitted to trading on the London Stock Exchange's Main Market ("Admission"). Application will be made to the FCA and the London Stock Exchange for Admission. Admission is expected to be take place at 8.00 a.m. on 4 October 2021. Completion of the PrimaryBid Offer is conditional upon completion of the Placing.

The Company will use the net proceeds of the Issue to acquire pipeline assets identified by the Investment Adviser. The pipeline comprises of six sites, with the potential for 670 new homes with a total estimated retail value of c.£6.5m per annum.

PrimaryBid Offer

The Company wishes to provide retail investors with an opportunity to participate in the equity fundraise and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to individual investors following the release of this announcement. The PrimaryBid Offer is expected to close at 5:00 p.m. on 28 September 2021.  The PrimaryBid Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for PrimaryBid Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at [email protected]. 

The PrimaryBid Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Details of the PrimaryBid Offer

The Company wishes to provide retail investors with an opportunity to participate in the equity fundraise and is therefore pleased to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through the PrimaryBid mobile app.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £500 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for PrimaryBid Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for the PrimaryBid Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for the PrimaryBid Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid Shares if they are in any doubt. 

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