Walls & Futures REIT PLC: Final Results for the Year to 31 March 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

29 September 2023

WALLS & FUTURES REIT PLC

 (Walls & Futures or the Company)

Final Results and Audited Annual Report and Accounts for the Year to 31 March 2023

Walls & Futures REIT plc (WAFR) the Ethical Housing Investor and Developer, is pleased to announce its final results and the publication of its audited annual report and accounts for the year to 31 March 2023 (the Annual Report). A copy of the Annual Report has been published on the Companys website, www.wallsandfutures.com, in accordance with its articles of association, and can also be viewed through a link at the bottom of this announcement.

The principal activity of the group continues to be investing and developing property to meet the unmet demand for specialist social housing ("SSH") in the UK. We do not have involvement with the care delivered within the properties, which is managed by care providers approved by local authorities.

Highlights

• Net Asset Value (NAV) down 9% to 89p per share (2022: 98p per share)
• Revenue £115,398 up 23% (2022: £93,455)
• Loss -£472,775 (2022: Loss of -£122,296)
• Investment property value decreased by 9%
• Earnings per share -12.59p (2022: -3.26p)
• 100% of Specialist Supported Housing rents collected
• Welcome Vengrove as a significant shareholder and strategic investor
• Disposal of Pax Homes for £100,000

Key elements of the final results can be viewed below.

Joe McTaggart, CEO of Walls & Futures REIT plc said:

We are pleased with the performance of our portfolio despite challenges in the UK economy, such as rising Inflation and interest rates, as well as negative sentiment towards the Specialist Supported Housing sector. 

Our main priority is to complete the restructuring process and raise funds. We believe that this period of flux and uncertainty in the real estate market presents a great opportunity to acquire high-quality, income-producing assets across our broader social infrastructure sectors. We consider these sectors to be fundamental to our growth and their contribution to regional and local communities.

For further information, contact:

Walls & Futures REIT PLC                                                 0333 700 7171     

Joe McTaggart, Chief Executive

Website www.wallsandfutures.com

Allenby Capital Limited (Corporate Adviser)                               

Nick Harriss/James Reeve     020 3328 5656

Extract from the Strategic Report

Overview

For the year 31 March 2023 I am pleased to report that despite the UK's challenging economic backdrop of rising inflation and interest rates the company is poised to complete its new platform for growth and dividend.

Our existing Specialist Supported Housing ("SSH") portfolio performed well, and we collected 100% of our rents which benefited from increases from our inflation adjusted leases. Additionally, we are happy to announce that none of our tenants' face enforcement action from the Regulator of Social Housing.

There has been a modest fall of 9% in the value of our portfolio and our Net Asset Value ("NAV") fell by 9% to 89p per share on 31 March 2023, largely reflective of the rise in UK interest rates. The group does not have any borrowing so has not directly been adversely affected by rising interest rates and the cost of serving debt.

As stated in earlier communications, we had been in discussions with a number of potential strategic investors with whom we might collaborate to scale the Company in terms of equity investment and investment capacity, with the goal of delivering long-term safe income through ethically minded property investments.

As a result of these discussions, in December 2022 we announced that Vengrove, a UK focused, vertically integrated, real estate investment manager with a 10-year track record, had become a significant shareholder in the Company. As of Q3 2022, Vengrove had £650m of assets under management including residential, commercial (office and industrial) and operational real estate.

Together we worked on a new broader investment strategy and a restructure, which would see Vengrove as the Company's external investment manager and the disposal of Pax Homes as we will no longer act as developer. This was overwhelming approved by shareholders at the General Meeting in February 2023 with the sale of Pax Homes.

On the 31 March 2023, the Company sold the ordinary share capital of Pax Homes Limited (PHL) to Joe McTaggart, Chief Executive of the Company. PHL was a wholly owned dormant subsidiary of the Company which was incorporated on 16 February 2022 to protect the Pax Homes name, with an ordinary share capital of £1, and was sold on 31 March 2023 for £1 (the share sale).

Immediately following the Share Sale, the intellectual property relating to Pax Homes (the IP), a specially designed home that will improve the lives of autistic people, was sold to PHL (the IP Sale). In consideration for the IP, PHL has issued the Company 100,000 preference shares of £1 each (the Preference Shares). The Preference Shares have the following key terms:

  Coupon 5%

  Coupon payment Annually on 1 April (cumulative for any outstanding coupons)

  Redemption 1 April 2029 (early redemption at the option of the issuer on 1 April each year)

Pax Homes has not generated any revenues to date so it has been decided that it would be prudent to write down the value of the investment on our balance sheet as Pax Homes is essentially a start-up and is currently establishing its order book. This will be evaluated annually.

Outlook for the future

The broader economic outlook and negative sentiment towards the SSH sector has seen the share price of REITs in our sector fall and trade at discounts to their NAV. Furthermore, property companies that had not fixed their interest rates or are planning to refinance in the near future may be obliged to sell otherwise high-quality assets.

We believe this period of flux and uncertainty offers us an excellent opportunity to acquire high-quality, income producing real estate assets across our border social infrastructure these which we define as foundational assets that support the quality of life of regional and local communities.

The four core sectors are:

1. Affordable Housing - e.g. Intermediate Rent and Discount to Market Rent PRS (Private Rental Sector)

Affordable Housing is fundamental to a fair and healthy community and those most vulnerable are impacted the most. The REIT will acquire affordable housing to lease to key workers and others finding it hard to afford market rent prices across the UK.

2. Education -  e.g. Children's Nurseries, Special Education Needs & Schools

Education is an essential pillar in driving economic growth in local communities across all age groups. The REIT will acquire key educational facilities to further support the education/training of individuals across communities.

3. Roadside & Transport - e.g. Service stations (EV & Petrol), Car Parks, Bus depots

Community urban infrastructure assets are the physical facilities needed to support and sustain a community of people to live and work. The REIT will acquire roadside & transport assets that act as key infrastructure for a local community and beyond.

4. Civic, Community & Justice - e.g. Community Centres, Libraries, Law Courts, Recycling Facilities

Civic, community and justice buildings often embody the identity of the communities they serve. In addition to official functions, they fulfil a variety of other purposes such as a place to meet. The REIT will acquire community assets that are used for the well-being of the wider community.

To accurately reflect our investment approach the Company will change its name to Social Infrastructure REIT, a change that was approved at the General Meeting in February 2022. It is anticipated the name change and registration will take place towards the end of 2023 and coincide with a fund raise.

Consolidated Statement of Comprehensive Income

For The Year Ended 31 March 2023

 2023  2022

 Notes £ £

TURNOVER 5              115,398              93,455

Cost of sales              -              1,549

GROSS PROFIT              115,398              91,906

Administrative expenses              239,033              242,474

              (123,635)              (150,568)

Other operating income              -              12,500

OPERATING (LOSS)/PROFIT 7              (373,635)              46,932

Exceptional item 8              -              168,794

              (373,635)              (121,862)

              (371,886)              (121,801)

              (471,885)              (121,801)

Tax on loss 11              332              17

OTHER COMPREHENSIVE INCOME              -              -

Loss attributable to:

Owners of the parent              (472,775)              (122,296)

Total comprehensive income attributable to:

Owners of the parent              (472,775)              (122,296)

Earnings per share expressed

in pence per share: 13

Basic -12.59 -3.26

Diluted -12.59 -3.26

Consolidated Statement of Financial Position

31 March 2023

 2023 2022

 Notes £ £ £ £

FIXED ASSETS

Intangible assets 14              -              -

Investments 15              1              -

Investment property 16              2,500,000              2,750,000

              2,500,001              2,750,000

CURRENT ASSETS

Debtors 17              13,493              42,107

Cash at bank              756,524              949,249

              770,017              991,356

CREDITORS

NET CURRENT ASSETS              737,425              966,201

CREDITORS

NET ASSETS              3,224,426              3,697,201

CAPITAL AND RESERVES

Called up share capital 23              187,754              187,754

Share premium 24              3,505,154              3,505,154

Fair value reserve 24              1,166,019              1,416,019

Retained earnings 24              (1,634,501)              (1,411,726)

SHAREHOLDERS' FUNDS 26              3,224,426              3,697,201

Consolidated Statement of Cash Flows

For The Year Ended 31 March 2023

 2023  2022

 Notes £ £

Cash flows from operating activities

Cash generated from operations 1              (64,682)              (359,185)

Interest paid              (558)              (478)

Tax paid              -              (6)

Net cash from operating activities              (65,240)              (359,669)

Cash flows from investing activities

Sale of fixed asset investments              -              12,500

Sale of investment property              -              650,000

Development costs recognised in c/year 14              (123,234)              -

Interest received              1,749              61

Net cash from investing activities              (121,485)              662,561

Cash flows from financing activities

Loan repayments in year              (6,000)              (5,000)

Net cash from financing activities              (6,000)              (5,000)