Ireland's largest private landlord has told shareholders who have submitted votes for an upcoming crunch EGM through third party platform, Broadridge Financial Solutions, that their votes have been cancelled.
I-RES Reit said it follows an error on the Broadridge voting instruction platform.
"Shareholders are requested to resubmit their voting instructions through the Broadridge voting platform when they receive the alert from Broadridge in order that their votes be counted at the EGM," I-RES Reit said in a statement to the market late yesterday evening.
"Broadridge will set a revised voting deadline by which time electronic voting instructions or proxy appointment instructions must be received by it for use at the EGM."
"Shareholders should pay close attention to any notices specifically relating to this EGM from Broadridge and any further actions required by Broadridge in order that their votes be counted at the EGM."
The company added that the issue does not affect votes that have been submitted by any other means for the EGM.
"I-RES urges its shareholders to resubmit their voting instructions through the Broadridge voting platform as soon as you receive the alert from Broadridge," it said.
Broadridge is a third party platform used by fund and asset managers.
Shareholders have been able to submit their votes via other means and will also be able to vote in person at the EGM on Friday.
"Broadridge is a system used by institutional shareholders to vote, and I-RES has no role in the selection of Broadridge as a third party processor," I-RES added in a statement.
"We made an announcement to ensure that shareholders are aware they may need to recast their vote. It's important that every shareholder is afforded the opportunity to validly vote at the EGM."
It is understood that the error came to light yesterday afternoon.
It is not clear how many votes have already been cast using the Broadridge platform to date.
"Broadridge acted on initial instructions to code proxy voting ballots for Irish Residential Properties' extraordinary general meeting, scheduled for 16 February," said Broadridge in a statement.
"When Broadridge became aware of a need for clarification regarding the proposal, votes that were previously cast were cancelled and new ballots were reissued."
"All investors have been alerted that new ballots were issued on 9 February and can revote in a credible way before the meeting."
It is expected that I-RES Reit will be reaching out to impacted shareholders further in the coming days to ensure they are aware of the issue and have time where necessary to resubmit their votes.
At Friday’s EGM, shareholders will be asked to vote on motions proposed by activist shareholder, Vision Capital, that I-RES be required to consider a comprehensive strategic review to assess options, including a sale of the company or its assets, or a process to sell I-RES or its assets in an organised manner over the next two years.
It is also proposing that five members of the board of I-RES be replaced with candidates that are supported by Vision Capital, which owns 5% of the business.
In response to the latest development, Jeff Olin, CEO of Vision Capital, said the announcement by I-RES is "unprecedented in our and our counsels' extensive experience."
He said they are puzzled by and concerned about the source of the problem and are seeking clarification from IRES as to why the votes submitted have been cancelled.
"In any event, we believe the cancellation of votes and the requirement for all shareholders to revote on such a short and urgent basis is seriously prejudicial to the integrity of the process and fairness of the result," said Mr Olin.
"We would expect I-RES, like Vision, would want a fair vote which would give a precise tally of the will of the shareholders."
"We have communicated our concerns to IRES counsel and await their reply as to a proposed best attempt to remedy and implement a solution"
Vision received a boost in recent weeks after I-RES's largest shareholder said it was backing Vision's position.
Canadian property fund, Capreit, which owns 18.7% of I-RES, confirmed it intends to support Vision Capital’s resolutions at next week's EGM.
I-RES has already said it will begin its own strategic review in the first quarter of this year after it reports full year results for 2023.
This will consider all strategic options available to maximise the inherent value contained within the IRES portfolio, it said.
These include but are not limited to new strategic initiatives, consolidation, combinations, mergers or other corporate action, a review of the company's status as a listed REIT, the sale of the entire issued share capital of the company and selling the company’s assets and returning value to shareholders.
I-RES has called on shareholders to vote against all the proposals from Vision.
In recent days the influential corporate governance advisors Glass Lewis and Institutional Shareholder Services have recommended that shareholders vote against all resolutions proposed by Vision Capital at the EGM.
