THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
6 September 2022
(“Walls & Futures” or the “Company”)
Notice of Annual General Meeting
Walls & Futures REIT plc (“WAFR”), the Ethical Housing Investor and Developer, is pleased to announce that the Company’s Annual General Meeting for the year ending 31 March 2021 will be held at Octagon Point, 5 Cheapside, London, EC2V 6AA on 30 September 2022 at 1.00pm (the “AGM”). The notice of the AGM (the “Notice”) was posted to shareholders yesterday, and a copy of the Notice will be added to the Company’s website.
The AGM includes a proposed change to the strategy of the Company as set out in the extract from the Notice below:
“When I wrote to shareholders in May 2021 recommending to them that they rejected the unsolicited cash offer for the Company, I promised that my fellow Board members and I would put all our efforts into developing a revised strategy that would seek to significantly reduce the discount between the Company’s share price and the net asset value per share (the “NAV”). I am now writing to you to outline this strategy and to seek shareholder approval to implement it (the “Proposals”). At this annual general meeting of the Company (the “AGM”), our shareholders are being asked to approve special resolutions relating the Proposals, as well as the more routine business normally conducted an AGM.
This strategic pivot is the culmination of a significant investment of time and effort by your Board, and is centred around “Pax Homes”, our specially designed home that will improve the lives of people with autism and their families, which we announced on 10 March 2022, and which can be viewed in detail at https://www.mypaxhome.com/.
This letter explains the background to, and reasons for, the Proposals and explains why your Board considers the Proposals are likely to promote the success of the Company for the benefit of the Company’s shareholders as a whole and why the Board unanimously recommends that you vote in favour of the Resolutions (other than Resolution 10) to be proposed at the AGM, notice of which is set out at the end of this document.
If the Proposals are not approved by shareholders, then as promised in the May 2021 response the unsolicited cash offer for the Company, an alternative proposal to wind up the Company and distribute the net proceeds to shareholders will be put forward in Resolution 10. The Board does not recommend shareholders vote in favour of Resolution 10.
The proposed strategic pivot will see the Company focusing on the development of projects involving Pax Homes, selling these Pax Homes to purchasers rather than holding on to the properties as long term investors. This pivot from being a long-term property investment business to one focused on property development will involve the Company ceasing to be a real estate investment trust (“REIT”).
When the Company initially became public and had its shares admitted to trading on the Aquis Stock Exchange Growth Market (then, the ISDX Growth Market), the Board believed that the tax benefits from being a HMRC approved REIT would be key to its future prosperity. However, changes within the market for supported living services over the last five years have caused the Board to change their view.
It has become apparent, including in relation to the Company’s own assets, that the primary route to value creation within the sector is by way of development of properties rather than long term investment retention. The Company’s REIT status creates barriers to it taking full advantage of the development opportunities, primarily in terms of the imitations on the source of its returns and the use of external borrowing. Shareholders are being asked to approve this change.
If shareholders approve this change, the Board intends to retain its existing supported living investments in Stroud, Gloucestershire and Didcot, Oxfordshire. These provide a solid asset-backing for the Company’s balance sheet, as well as healthy and secure rental stream. The Board intends to use these assets as security for loans to finance future Pax Homes developments, these loans to be repaid from the sale of the Pax Homes, an option that is severely restricted under its current REIT status.
These future Pax Homes developments will also be funded by the Company’s existing cash resources (resulting from its sale of its legacy private rented sector properties) and possibly further share issues. With this in mind, the Board is seeking to new share capital authorities in order to provide the Company with the ability to raise additional equity funding.
As part of the Proposals, the Company is seeking to change its name to Walls & Futures Group plc to reflect the removal of REIT status.”
For further information, contact:
Walls & Futures REIT PLC 0333 700 7171
Joe McTaggart, Chief Executive
Allenby Capital Limited (Corporate Adviser)
Nick Harriss/James Reeve 020 3328 5656