Walls & Futures REIT PLC: Notice of General Meeting

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

6 February 2023

WALLS & FUTURES REIT PLC

 (Walls & Futures or the Company)

Notice of General Meeting

Walls & Futures REIT plc (Ticker: WAFR), the Ethical Housing Investor and Developer, announces that a general meeting of the Companys shareholders will be held at Octagon Point, 5 Cheapside, London, EC2V 6AA on 23 February 2023 at 1.00pm (the GM).  A circular to shareholders including the notice of the GM (the Circular) will be posted to shareholders today, and a copy of the Circular will be added to the Company's website.

The key elements of the Circular are extracted below.

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

1. Introduction

The goal of the board of directors at Walls & Futures (the Board) has been to generate long-term, sustainable income by making investments in a portfolio of real estate with an ethical focus. Our strategy was to get a total return by combining the capital we made from developing our own assets with the long-term income we would receive from the long-term indexed leases on the finished projects.

Although the investments we have made have produced returns that are above average, finding institutional investors to help us scale has been one of our biggest hurdles. Sadly, we discovered that our approach was inapplicable to funds run by institutional investors, whose objectives were to produce either income or capital returns, but not both.

In order to scale the Company in terms of equity investment and investment capacity to deliver long-term secure income through ethically focused property investments, we have been in regular communication with a number of strategic investors.

Unfortunately, we were unable to complete a partnership in time for our 2022 annual general meeting (the AGM), so an alternative proposal was made to refocus just on building our Pax Homes home for autistic people and to surrender our REIT status.

Following approval of this strategy change at the AGM, the Board has been seeking financing solutions for a material Pax Homes roll out, resulting in promising discussions with several lenders. While we are currently considering funding options which the Board consider would deliver attractive returns to shareholders over a period of 3 to 5 years, the Boards view is that shareholders expect material progress prior to this in light of the recent budget and increase in interest rates.

As announced on 23 December 2022, Vengrove, a UK focussed, vertically integrated, real estate investment manager with a 10-year track record (consisting of a group of different legal entities, collectively referred to here as Vengrove), has become a significant shareholder in the Company, with a purchase of 250,000 ordinary shares of 5 pence each in the capital of the Company (Ordinary Shares), approximately 6.66% of the Ordinary Shares.  The Board have had several discussions with the Vengrove team and have agreed what both parties believe will be an opportunity for shareholders to benefit in the medium to long term, taking advantage of the Companys current real estate investment trust (REIT) status, as well as from the potential of Pax Homes over the longer term. The plan we have worked together is designed to build a strategy and action plan that we believe will give the Company the funding and investment platform it needs to grow and begin paying dividends in 2023 (the Proposals).

I'm happy to have found a strategic investor with whom we can partner to accomplish our initial goal of generating long-term stable income from a portfolio of property assets with an ethical focus. As of Q3 2022, Vengrove had £650m of assets under management including residential, commercial (office and industrial) and operational real estate.  Vengrove currently have a team of 21, who bring a depth of knowledge and expertise covering all aspects of real estate investment management. Together they have the capability to acquire, develop, asset manage and finance real estate transactions in-house.

2. The Proposals

The Board has called the GM so our shareholders are being asked to approve resolutions necessary for the implementation of the Proposals.  The Proposals will require the issue of new Ordinary Shares for cash to subscribers to be procured by Vengrove in order to progress the revised strategy that is set out below. The implementation of the Proposals will result in the number of Ordinary Shares in issue increased by a factor of approximately 10, and this requires the approval of shareholders. 

The revised strategy involves the retention of the Companys status as a REIT under UK tax rules.  To enable this, the resolution put and approved at the AGM to remove the requisite article from the Companys Articles of Association is being proposed to be reversed.

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 Companys shareholders as a whole and why the Board unanimously recommends that you vote in favour of the Resolution to be proposed at the GM, notice of which is set out at the end of this document.

3. Platform for growth and dividend

Below is an outline of the proposed changes in structure, strategy and funding that we believe will be required to deliver the capital and investment platform required to drive growth and begin paying dividends in 2023.

Structure

The Company is currently structured as an internally managed investment company. It is proposed that the Company adopts a more conventional structure, in line with other UK REIT and appoint an external investment manager, Vengrove SI-REIT Advisors Limited, a constituent of the Vengrove group, who will be delegated the responsibility of raising capital and the executing the investment strategy. It is proposed this change will coincide with an initial fundraise which is outlined later in this document.

The Company will retain the Companys status as a real estate investment trust (REIT), which had previously been set to be relinquished following the vote at the AGM.

During this process we will appoint a board member from the Vengrove team, who will step-down once the initial fundraise is complete.

The Board has concluded that the further development of the Pax Homes business will be best undertaken externally if the Proposals are approved, as development activities will not be compatible with the revised strategy.  If resolutions 1, 2 and 3 are passed at the GM, it is proposed that the Pax Homes business will be sold to Joseph McTaggart, structured in a way that will provide a reasonable return to the Companys shareholders for the investment made to date.  It is anticipated that the transaction will complete prior to the end of the Companys current financial year, at which point full details of any such transaction will be announced.

Investment Strategy

In order to scale the Company in terms of equity investment and investment capacity to deliver long-term secure income through ethically focused property investments, we will no longer develop and will acquire stabilised income producing real estate assets. This will enable us to scale faster and pay a dividend.

It is proposed that the Company will broaden its investment strategy, targeting social infrastructure which is defined 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. Childrens 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.  

In order to more effectively reflect the company's ongoing strategy, the Board also proposes changing the name of the company to Social Infrastructure REIT.

Investment & equity funding

A portfolio of income generating real estate assets covering the four above sectors has been identified. The Companys existing cash resources are not sufficient to make this acquisition, so the Board is seeking authorities to new Ordinary Share capital authorities in order to provide the Company with the ability to initially raise up to an additional £25 million in equity funding, with larger fund raises from institutional investors planned for the future.