Walls & Futures REIT PLC: Sale of Pax Homes Limited

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

3 April 2023

WALLS & FUTURES REIT PLC

 (Walls & Futures or the Company)

Sale of Pax Homes Limited

Walls & Futures REIT plc (Ticker: WAFR), the Ethical Housing Investor and Developer, announces that further to the proposals approved at the general meeting of the Companys shareholders held on 23 February 2023 (the GM), the Company has 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 people with autism and their families (see the announcement of 10 March 2022), 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)

The value of the IP on the Companys balance sheet as at 31 March 2023 was £117,877.  In addition, the Company had to date expensed non-capitalised costs amounting to approximately £2,500 in relation to Pax Homes.  Pax Homes has generated no revenues to date.  The Share Sale and the IP Sale are part of the revised strategy approved at the GM, which will see the Company focused on property investments rather than property development.

The directors of the Company, other than Mr McTaggart, having exercised reasonable care, skill and diligence, believe the Share Sale and IP Sale to be fair and reasonable as far as the Companys shareholders are concerned.

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