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Simplified Management Arrangements

Regional REIT Limited is simplifying its management arrangements effective January 1, 2026, with a phased shift in management fee calculation from 100% EPRA net tangible assets (NTA) to a combination of NTA and market capitalization, moving to 50% NTA and 50% market capitalization from January 1, 2027, and discontinuing all performance fees. These changes are expected to result in annual cost savings of approximately £0.45 million in 2026 and £0.90 million in 2027, based on current NTA and market capitalization. The management and asset management agreements will be merged into a single Master Investment Management and Services Agreement, and the management arrangement term will be reduced to a rolling two-year period, aiming to better align shareholder and manager interests and enhance operational efficiency. Disclaimer*

articleRegional Reit Ltd.December 11, 20253/company/regional-reit-ltd/news/simplified-management-arrangements
Simplified Management Arrangements

About this update from Regional Reit Ltd.

[{"type":"text","content":"\n\n11 December 2025\nREGIONAL REIT Limited\n(\"Regional REIT\", the \"Group\" or the \"Company\")\nSimplified Management Arrangements Delivering Material Cost Savings\n \nRegional REIT Limited, the regional commercial property specialist, announces it has agreed to amend and simplify its management arrangements with effect from 1 January 2026 delivering material cost savings.\n \nChanges to the management arrangements\nThe Board of the Company has agreed with ESR Europe Investment Management Ltd. and ESR Europe LSPIM Ltd. (together the \"Managers\") that:\n \n·    from 1 January 2026, the management fee (\"Fee\"), which is currently calculated based on 100% of EPRA net tangible assets (\"NTA\"), will be calculated based on 75% NTA and 25% market capitalisation;\n·    from 1 January 2027 onwards, the Fee calculation will move to 50% NTA and 50% market capitalisation;\n·    all performance fee arrangements will be discontinued;\n·    the term of the management arrangement has been reduced to a rolling two-year period such that the agreement (as defined below) may be terminated by either party at any time resulting in a 24-month termination period. The current agreement automatically renews for recurring three-year periods unless notice is served at least one year prior to the renewal date.\n \nThere are no further changes to the management fees and the respective thresholds remain unchanged, as set out below.\n \nThe Board believes that the new arrangements will better align the interests of shareholders and the Managers and will deliver material cost savings to the Company and its shareholders. The new arrangements also align the Managers' remuneration with the Company's strategy. On the basis of the 30 June 2025 NTA and the market capitalisation of the Company on the business day prior to the date of this announcement, the annual cost saving is approximately £0.45m based upon 2026 Fee arrangements and £0.90m based upon 2027 Fee arrangements.\n \nSimplification of Agreements\nThe Company's investment management and asset management agreements will be merged into a single Amended and Restated Master Investment Management and Services Agreement (\"IMA\"), streamlining the management structure and enhancing operational efficiency. This new agr...

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