Walls & Futures REIT PLC: Proposed Withdrawal from the AQSE Growth Market

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

 

29 April 2025

WALLS & FUTURES REIT PLC

 

 (“Walls & Futures” or the “Company”)

 

Proposed Withdrawal from the AQSE Growth Market

 

In the Company’s half- year financial report, the board of directors (the “Board”) of Walls & Futures, the Ethical Housing Investor and Developer, announced that they were reviewing options to safeguard shareholder value and proactively address the evolving needs of its shareholders. Following this review, the Board has concluded that it is in the best interests of the Company to cease to be a public traded entity.  It is therefore the Board’s intention to call a general meeting of shareholders (the “GM”) at which it will be proposed to:

 

• Withdraw the Company’s ordinary shares of 5 pence each (“Ordinary Shares”) from admission to trading on the AQSE Growth Market;
• Re-register as a private limited company; and
• Adopt new articles of association.

 

The Board expects to publish a circular to shareholders (including a notice of the GM) within the next two weeks, which will include full details of the proposals and the timetable.

 

Background

 

The Company joined the Aquis Stock Exchange in November 2016, raising £1m in new equity capital with the aim of generating long term stable income by investing in specialist supported housing. The strategy was dual-pronged: capital appreciation through property development and stable, long-term income derived from long-term indexed leases.

 

From 2016 to 2019, the Company demonstrated strong performance, increasing NAV by 17.8% (16p per share) and the portfolio outperformed the benchmark MSCI UK Residential Index for four consecutive years.

 

Despite this success, Walls & Futures faced challenges in securing institutional funding, exacerbated by a hostile takeover attempt and negative market sentiment towards real estate following the COVID-19 pandemic.

 

In December 2022, seeking strategic partnership, Walls & Futures welcomed Vengrove, a UK-focused real estate manager with a 10-year track record and £650 million in assets under management (as of Q3 2024), as a significant shareholder.

 

It was agreed at the General Meeting held on 23 February 2023, that the Company would change its investment strategy and operate as a traditional REIT with Vengrove as an external investment adviser. This new approach emphasised acquiring high-quality, income-producing real estate assets across social infrastructure sectors, including affordable housing, education, transportation, and civic and community services. Implementation would take place following a fund raise of between £10-£25million in new equity.

 

Over the last twelve months, the Board, in collaboration with Vengrove, engaged with individual investors, wealth managers, and institutional investors to secure £10 million in new equity. While the Company's focus on social infrastructure garnered interest, the timing and quantum of investment offers did not align with the Board's requirements to facilitate necessary investments and achieve critical mass for targeted growth and dividend distribution.

 

The Board has extensively reviewed and evaluated the benefits and drawbacks for the Company and its Shareholders in retaining the admission to trading of the Ordinary Shares on the AQSE Growth Market. The Board has taken into consideration numerous factors, both positive and negative, and considered the interests of all Shareholders in reaching its decision.

 

Following this review, the Board has unanimously concluded that the continued admission to trading of the Ordinary Shares on AQSE Growth Market is not appropriate and, accordingly, the Withdrawal and Re-registration as a private limited company are in the best interests of the Company and its Shareholders as a whole for the reasons set out below:

 

• Limited liquidity in the Ordinary Shares and high share price volatility;
• Market capitalisation which the Board believes is not reflective of Net Asset Value;
• Difficulty in accessing appropriate finance;
• Enhanced corporate and strategic flexibility; and
• Reduced costs and regulatory burden.

 

Should the Company withdraw from the AQSE Growth Market, it will cease to qualify for REIT status and become an evergreen property investment company.  It is the Board’s intention to put in place a match bargain facility for transactions in the Ordinary Shares should the proposals be approved.

 

Chief Executive’s Statement

 

“This was a difficult but necessary decision. While we achieved strong early investment success, even outperforming the MSCI UK residential property index, we faced challenges raising the capital needed for sufficient scaling within the public markets.

 

Transitioning to a private property company structure, as an evergreen investment company, will enable us to invest in less liquid assets and provide our investors with periodic liquidity at Net Asset Value without market volatility.

 

We will release a circular with comprehensive details about the proposed restructuring and strategy shortly.”

 

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