On 8 April 2021, Virgata Services Limited (“Virgata”) announced an unsolicited firm cash offer to acquire all of the Walls & Futures ordinary shares of 5 pence each (“Ordinary Shares”) in issue (the “Offer”). Details of the Offer were set out in the offer document sent to Walls & Futures shareholders on 6 May 2021 (the “Offer Document”).
Walls & Futures is today sending a circular to its shareholders in response to the Offer made by Virgata (the “Response Circular”). A copy of the Response Circular can be viewed on the Company’s website, https://reit.wallsandfutures.com/unsolicited-offer.
The Walls & Futures Directors consider that the Offer materially undervalues Walls & Futures and its prospects and, as such, the Walls & Futures Directors, who have been so advised by Allenby Capital Limited as to the financial terms of the Offer, unanimously recommend that Walls & Futures Shareholders reject the Offer. The Response Circular sets out the valuation and other considerations taken into account by the Walls & futures Directors in reaching their conclusion that Walls & Futures shareholders should reject the Offer.
Accordingly, the Walls & Futures Directors unanimously recommend that you should take no action in relation to the Offer and that you should not sign any document which Virgata or its advisers send to you.
A further announcement will be made as and when appropriate.
Walls & Futures REIT PLC 0333 700 7171
Joe McTaggart, Chief Executive
Allenby Capital Limited (Corporate and Financial Adviser)
Nick Harriss/James Reeve/David Worlidge 020 3328 5656
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Allenby Capital Limited (“Allenby Capital“), is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Allenby Capital is acting as financial adviser exclusively for Walls & Futures and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Walls & Futures for providing the protections afforded to clients of Allenby Capital or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement and the Response Circular will be available at https://reit.wallsandfutures.com/unsolicited-offer/. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.