IRES and Vision in co-operation agreement

Activist investor Vision Capital Partners and Irish Residential Properties REIT have finally come to an agreement over the structure of the REIT’s board. The pair have been at loggerheads since April last year. Vision Capital, which holds around 5% of the share capital of the REIT, wanted five of IRES’s board directors replaced and for the company to consider a sale of the business, believing it would trade better as a private company. In January this year, IRES launched a strategic review of the business in a bid to unlock the value of its portfolio.  Under the new co-operation deal, IRES will recommend that shareholders approve the appointment of two Vision nominees – Richard Nesbitt and Amy Freeman – to the board at its AGM on 10 May. London-based Nesbitt has sat on Vision’s advisory board since 2014. Most recently he was president and chief executive of the Global Risk Institute. In return, Vision will agree to vote in favour of the IRES board recommendations, which most recently included a recommendation not to approve Vision’s call for shareholders to fund its €425,000 (£364,000) of costs associated with its campaign against the business, and will not initiate or participate in any further shareholder activist campaigns until after the company’s 2025 AGM. Under IRES’s constitution the maximum permitted number of directors on the board is nine. To facilitate the appointment of the two Vision nominees, IRES executive director Brian Fagan will not seek re-election to the board. His position as chief financial officer of the business will not be impacted, however. IRES chairman Hugh Scott-Barrett 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.” Jeff Olin, president and chief executive of Vision, said he looked forward to the outcome of the company’s strategic review and the “maximisation of the value inherent in IRES for all shareholders”. IRES chief executive Margaret Sweeney announced plans to step down from the business in October last year. She has been at the helm of the REIT for more than six years. She is set to be replaced by former Quintain Developments Ireland boss Eddie Byrne on 1 May.