TIDMWAFR
RNS Number : 7548U
Virgata Services Ltd
08 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
8 April 2021
FIRM CASH OFFER
BY
VIRGATA SERVICES LIMITED
FOR
WALLS & FUTURES REIT PLC
Summary
-- Virgata Services Limited ("Virgata") is pleased to announce
the terms of its firm cash offer ("Offer") to acquire the entire
issued and to be issued ordinary share capital of Walls &
Futures REIT plc ("Walls & Futures").
-- Under the terms of the Offer, which will be subject to the
Conditions and further terms to be set out in the Offer Document,
Walls & Futures' Shareholders will be entitled to receive:
for each Walls & Futures Share: 50 pence in cash
-- The Offer values the entire issued ordinary share capital of
Walls & Futures at approximately GBP1.9 million and represents
a material premium of approximately:
-- 42.9 per cent. to the Closing Bid Price of 35 pence per Walls
& Futures Share on the Last Practicable Date; and
-- 25 per cent. to the Closing Mid Price of 40 pence per Walls
& Futures Share on the Last Practicable Date.
-- The Closing B id P rice represents a significant discount of
12.5 per cent. to the Closing Mid Price, reflecting the lack of
liquidity for shareholders wishing to dispose of their Walls &
Futures Shares. Virgata believes that the Offer provides a cash
exit (with no transaction fees) for Walls & Futures'
Shareholders, without suffering the significant impact of the
Bid-Offer Spread (being the difference between the prices quoted
for an immediate sale and an immediate purchase of a share) in
Walls & Futures Shares .
-- It is intended that the Offer be effected by means of a
takeover offer within the meaning of Part 28 of the Companies
Act.
-- If, after the date of this announcement, any dividend and/or
other distribution and/or other return of capital is announced,
declared or paid in respect of the Walls & Futures Shares,
Virgata reserves the right to reduce the Offer by an amount up to
the amount of such dividend and/or distribution and/or return of
capital so announced, declared or paid, in which case any reference
in this announcement or the Offer Document to the Offer for the
Walls & Futures Shares will be deemed to be a reference to the
Offer as so reduced.
-- Depending on the level of valid acceptances for the Offer
received, Virgata intends to keep Walls & Futures as an
independent operating company benefitting from the experience,
expertise and customer reach of Virgata. Virgata therefore intends
to seek to maintain the Admission of Walls & Futures Shares to
trading on the AQSE Growth Market.
-- It is expected that the Offer Document, containing the full
terms and conditions of, and further information about, the Offer,
and the Form of Acceptance (for Walls & Futures' Shareholders
that hold their Walls & Futures Shares in certificated form
only) will be published within 28 days of this announcement (or
such later date as may be agreed with the Takeover Panel) and not
within 14 days of this announcement, other than with the consent of
the Walls & Futures Board.
The full terms of the Offer will be set out in the Offer
Document and, for holders of Walls & Futures Shares in
certificated form, the Form of Acceptance. Relevant documentation
is expected to be sent (or made available on the Virgata website)
to Walls & Futures' Shareholders and, for information purposes,
to persons with information rights in due course. In deciding
whether or not to accept the Offer in respect of their Walls &
Futures Shares, Walls & Futures' Shareholders should consider
the information contained in, and the procedures described in, such
documentation.
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including the appendices to
this announcement). The Offer will be subject to the Conditions and
certain further terms set out in Appendix 1 and to the full terms
and conditions which shall be set out in the Offer Document and the
Form of Acceptance. Appendix 2 contains the sources and bases of
calculation of certain information contained in this announcement,
and Appendix 3 contains definitions of certain expressions used in
this announcement. The Appendices form part of this
announcement.
For further information, please contact:
Virgata Services Limited
Jordi Goetstouwers Tel: +44 (0) 208 123 9740
Andrew Hilbert Tel: +44 (0) 7748 638 542
Cairn Financial Advisers LLP (financial adviser to Virgata)
James Lewis / Sandy Jamieson Tel: +44 (0) 207 213 0880
Capitalised words and phrases used in this document shall have
the meanings given to them in Appendix 3.
Important notices relating to financial advisers
Cairn Financial Advisers LLP, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Virgata and no one else in connection with the
Offer and will not be responsible to any person other than Virgata
for providing the protections afforded to clients of Cairn
Financial Advisers LLP or for providing advice in relation to the
Offer or any matter referred to herein.
This announcement is for information purposes only and is not an
invitation, inducement or the solicitation of an offer to purchase,
or otherwise acquire, subscribe for or sell or otherwise dispose of
or exercise rights in respect of any securities. The Offer will be
made solely through the Offer Document and any accompanying forms
of acceptance.
Further information
This announcement is not intended to, and does not, constitute,
or form part of, any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise. The Offer will be made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms of, and Conditions to,
the Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. Walls & Futures'
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
This announcement has been prepared for the purposes of
complying with English law, UK MAR, the rules of the Aquis Exchange
and the Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Walls & Futures'
Shareholders who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or Walls &
Futures' Shareholders who are not resident in the United Kingdom
will need to inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to overseas Walls & Futures' Shareholders will be
contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Forward-looking statements
This announcement may contain certain "forward-looking
statements" with respect to Virgata Walls & Futures and/or the
Walls & Futures Group. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan',
'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Virgata or the Walls & Futures Group and potential synergies
resulting from the Acquisition; and (iii) the expected timing and
scope of the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in, or implied by, such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this announcement.
All subsequent oral or written forward-looking statements
attributable to Virgata, Walls & Futures and/or the Walls &
Futures Group or any person acting on their behalf (respectively)
are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Virgata, Walls & Futures and/or the Walls &
Futures Group assume no obligation to update publicly or revise
forward-looking or other statements contained in this announcement,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Virgata or Walls & Futures, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Virgata or Walls & Futures, as
appropriate.
Information relating to Walls & Futures' Shareholders
Walls & Futures' Shareholders should be aware that
addresses, electronic addresses and certain other information
provided by Walls & Futures' Shareholders and other relevant
persons for the receipt of communications from Walls & Futures
may be provided to Virgata during the Offer Period as required
under Section 4 of Appendix 4 to the Code.
Publication on website and availability of hard copies
A copy of this announcement and the display documents required
to be published pursuant to Rule 26.1 and 26.2 of the Code will be
made available, free of charge and subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Virgata's website at www.virgatagroup.com/westminster by no later
than 12.00 noon (London time) on the business day following the
release of this announcement. For the avoidance of doubt, neither
the contents of such website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Neville Registrars Limited on 0121 585 1131 (+44 (0) 121
585 1131). For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. In accordance
with Rule 30.3 of the Code, a person so entitled may also request
that all future documents, announcements and information to be sent
to them in relation to the Offer should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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.or g.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 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.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
8 April 2021
FIRM CASH OFFER
BY
VIRGATA SERVICES LIMITED
FOR
WALLS & FUTURES REIT PLC
1. Introduction
On 16 February 2021, Virgata approached the Walls & Futures
Board regarding a possible cash offer for the issued and to be
issued share capital of the Company of 45 pence for each Walls
& Futures Share (the "Initial Approach"). The Initial Approach
was unequivocally rejected by the Walls & Futures Board,
without entering into any discussions with Virgata or Virgata's
advisers.
On 6 April 2021, Virgata approached the Walls & Futures
Board with a revised proposal (the "Improved Approach"). The
Improved Approach offered for Virgata to subscribe, via a Whitewash
process, for 4,000,000 newly issued shares in the Company (the
"Placing") at 50 pence per Walls & Futures Share (the "Placing
Price"). The Placing would have raised GBP2.0 million for the
Company (the "Placing Proceeds") and made Virgata a controlling
shareholder in Walls & Futures. Additionally, Virgata proposed
that following the Placing, GBP0.75 million of the Placing Proceeds
be used to acquire shares, by an appropriate mechanism, from
existing Walls & Futures' Shareholders at the Placing Price,
enabling a cash exit to shareholders that may desire it.
Virgata believed that the Improved Approach would have enabled
existing shareholders of Walls & Futures to benefit from its
experience and access to capital, enabling Walls & Futures to
scale the business and through time, seek to close the discount at
which Walls & Futures shares trade relative to the underlying
net asset value.
The Placing Price, at 50 pence per Walls & Futures Share,
was a material 42.9 per cent. premium to the Closing Bid Price of
35 pence per Walls & Futures Share on 1 April, being the last
business day prior to the submission of the Improved Approach to
the Board of the Company.
The Improved Approach was also unequivocally rejected by the
Walls & Futures Board without entering into discussions with
Virgata or Virgata's advisers.
Virgata recognizes that Walls & Futures' ability to grow the
value of its portfolio of investment property is currently
constrained by a lack of capital. Furthermore, Walls & Futures'
annual revenue is exceeded by its annual costs, therefore Walls
& Futures consumes an amount of cash each year to continue.
Without the financial means to acquire further investment
properties to increase the annual revenue, Walls & Futures will
remain in a position where it is unable to fund the cost of its
business from revenue, and the Virgata management believe it will
be forced to either raise more capital or reduce costs further, or
both. As a result, Virgata is extremely disappointed that the Board
of Walls & Futures was so quick to reject the Improved Approach
without discussion.
Virgata has therefore decided to make a firm cash offer direct
to Walls & Futures' Shareholders.
2. The Offer
Under the terms of the Offer, which will be subject to the
satisfaction (or waiver, if permitted) of the Conditions set out in
Appendix 1, to the certain further terms set out in Appendix 1, and
to the full terms and conditions which will be set out in the Offer
Document, Walls & Futures' Shareholders will be entitled to
receive:
for each Walls & Futures Share: 50 pence in cash
The Offer values the entire issued ordinary shares of Walls
& Futures at GBP1.9 million and represents a material premium
of approximately:
-- 42.9 per cent. to the Closing Bid Price of 35 pence per Walls
& Futures Share on the Last Practicable Date; and
-- 25 per cent. to the Closing Mid Price of 40 pence per Walls
& Futures Share on the Last Practicable Date.
Virgata believes that the Offer also provides a cash exit (with
no transaction fees) for Walls & Futures' Shareholders, without
suffering the significant impact of the Bid-Offer Spread (being the
difference between the prices quoted for an immediate sale and an
immediate purchase of a share) in Walls & Futures Shares.
Virgata reserves the right to reduce the offer consideration by
the amount of any dividend (or other distribution) which is paid or
becomes payable by Walls & Futures to its shareholders, unless,
and to the extent that, Walls & Futures' Shareholders are
entitled to receive and retain all or part of a specified dividend
(or other distribution) in addition to the offer consideration;
and, if Virgata exercises the right to reduce the offer
consideration by all or part of the amount of a dividend (or other
distribution) that has not been paid, Walls & Futures'
Shareholders will be entitled to receive and retain that dividend
(or other distribution).
3. Information on Walls & Futures
Walls & Futures was incorporated to acquire the assets of
the Walls & Futures London Growth Fund by way of a
restructuring and to raise additional equity finance to acquire,
refurbish or develop residential properties in the UK.
On admission to ISDX in November 2016, the Company's stated
strategy was to invest in cities and towns across the UK with an
emphasis on acquiring assets that can be developed or redeveloped
to create value and enhance yields. The initial focus was on the
provision of residential housing for the private rented and
supported housing sectors, providing a blend of capital growth and
higher yielding assets.
On admission the Company raised just over GBP1 million at an
issue price of 100 pence per Walls & Futures Share.
Since the Company's admission, the share price of each Walls
& Futures Share has fallen from 100 pence per Walls &
Futures Share to a Closing Bid Price of 35 pence on the Last
Practicable Date. A fall of 65 per cent..
Following admission, the Company distributed no dividends for
the financial years ended 31 March 2017, 2018, 2019 or 2020.
4. Information on Virgata
Virgata is a 100 per cent. subsidiary of Virgata Holdings SA
("VHSA"). VHSA is the family office of the Goetstouwers family,
created in 2015.
Jordi Goetstouwers, Managing Director of VHSA, was a Senior
Managing Director for Lone Star Funds in Europe until 2015 and in
this capacity during the period from 2005 to 2015 he originated,
executed, managed and exited transactions in credit instruments and
commercial property worth several billion euros across a variety of
European jurisdictions. He is also a former supervisory board
member of Corealcredit Bank AG (now part of Aareal Bank) and IKB
Deutsche Industriebank AG and currently a member of the investment
committee of Eurazeo Patrimoine, the French real estate private
equity firm.
Since inception, Virgata has demonstrated a strong track record
of value creation within its property portfolio and currently owns
in excess of EUR80 million of property directly, as well as stakes
in sizeable (re)development projects in the Netherlands. Thanks to
active and diligent asset management Virgata has succeeded in
increasing the value of its largest asset, the Van Nellefabriek
campus in Rotterdam more than threefold since acquisition in
2018.
Virgata expects that its existing business will be unchanged by
the acquisition of shares in Walls & Futures. This is due to
Virgata's current business activities being entirely outside the UK
whereas Walls & Futures' business activities are entirely
within the UK.
Virgata does not anticipate any material changes in conditions,
balance of skills or functions for its employees and management,
nor for its places of business and HQ / HQ functions as a result of
the Offer.
5. Background and reasons for the Offer
Virgata recognises that since the Initial Public Offering of the
Company's shares at 100 pence on 29 November 2016, the share price
available to a Walls & Futures shareholder wishing to exit in
the market has reduced by 65 per cent. over a four year period to a
Closing Bid Price of 35 pence on 7 April 2021.
Virgata believes that Walls & Futures is restricted in its
ability to create shareholder value because it has insufficient
capital to invest in acquiring further properties and the annual
revenue of Walls & Futures being exceeded by the annual
administrative expenses of the Company.
Virgata intends to preserve, and where possible expand, Walls
& Futures' property holding and development business by using
additional funding and other sources of investment capital
available to Virgata.
Virgata believes that the Offer provides a compelling
opportunity for a Walls & Futures shareholder to realise a cash
exit, at no cost, from their shareholding in the Company.
Following completion of the transaction, and complementary to
the intentions set out in Section 6 below, Virgata intends to
conduct a detailed strategic and operational review of the Walls
& Futures business (the "Strategic Review") and to identify
opportunities arising from the transaction.
6. Intentions of Virgata with regards to Walls & Futures'
business, management, employees, pension scheme and listing
status
Lack of access to undertake detailed planning
Virgata has not been provided with access to Walls &
Futures' operational management or internal Walls & Futures
data and therefore has only been able to undertake diligence from
industry information and publicly available data. Accordingly,
Virgata has not been able to undertake any substantial analysis in
order to formulate detailed plans or intentions regarding the
impact of the Offer on Walls & Futures' business.
Intentions in respect of the business of Walls & Futures,
its management and employees
Virgata, through its subsidiaries operates a portfolio of
commercial and residential properties in the Netherlands, Malta and
Belgium (through an affiliate). Virgata has successfully grown its
business to date by acquiring commercial properties with existing
management and supporting the management with financial and
managerial resources to increase the value of the properties and
businesses. Virgata 's strategy is to operate its businesses with
management that are experienced in the markets and geographical
regions in which their business operates. Virgata does not manage
the operations of its businesses from a central function,
preferring to retain incentivised management teams within each
operating business.
Since the IPO of Walls & Futures in 2016, the Company has
had three (3) employees, Mr J McTaggart, Mr D White and Mr P Wylie,
all of whom are directors of Walls & Futures. The company's
registered and head office is located on the 3(rd) Floor, 111
Buckingham Palace Road, London, SW1W 0SR.
The business of Walls & Futures is an excellent strategic
fit for Virgata which currently has no presence or activities in
the UK. This is an opportunity for Virgata to enter the UK market
for commercial and residential property, which is attractive.
Virgata recognizes that Walls & Futures' ability to grow the
value of its portfolio of investment property is currently
constrained by a lack of capital. Furthermore, Walls & Futures'
annual revenue is exceeded by its annual costs, therefore Walls
& Futures consumes an amount of cash each year to continue.
Without the financial means to acquire further investment
properties to increase the annual revenue, Walls & Futures will
remain in a position where it is unable to fund the cost of its
business from revenue, and it will be forced to either raise more
capital or reduce costs further, or both.
Virgata intends to grow the business of Walls & Futures as a
property business operating in the UK property market through
further acquisitions of properties. Virgata therefore intends that
Walls & Futures retains a management team in the UK, focused on
growing Walls & Futures' property business in the UK. Virgata
does not intend that any of the current managerial functions of
Walls & Futures are undertaken elsewhere within Virgata's group
of businesses. Virgata has significant management and financial
capabilities that it can deploy to support the growth of Walls
& Futures.
This growth will be funded through a combination of Virgata's
financial resources and, in the event that Walls & Futures
Shares remain listed on the AQSE Growth Market, potentially through
the issue of new shares using Walls & Futures' public listing
once the Company has a demonstrable track record of growth.
However, given the lack of access to Walls & Futures, its
management and employees, Virgata intends to conduct the Strategic
Review following completion of the transaction. The Strategic
Review will be carried out alongside the appropriate operational
management in order to formulate a detailed plan to drive
performance and improve their businesses. These plans may
include:
-- broadening the categories of property in which Walls & Futures invests;
-- evaluation of the company's fixed cost base and directors; and
-- evaluation of the company's banking and financing arrangements.
An important aspect of the Strategic Review will be
understanding the balance of UK property income and the Director
Payments. In the period covering the last three annual reports of
Walls & Futures, Director Payments totalled GBP369,681,
compared to total UK property income of GBP376,815. When other
costs of sales, administrative and finance expenses are considered,
this is not a balance that Virgata could, based on the information
in the public domain, allow to continue.
As a result, while Virgata can confirm that the existing
contractual and statutory employment rights, including in relation
to existing pensions contributions, of Walls & Futures'
directors will be fully safeguarded in accordance with the
applicable law, the Strategic Review may result in the need to
reduce the headcount within Walls & Futures, change the balance
of skills and the functions of the directors and / or redeploy the
technical skills and expertise of Walls & Futures' directors in
the wider Virgata Group. Given the regulatory requirements of the
AQSE Growth Market, the outcome of the Strategic Review (e.g. in
relation to the number of directors in Walls & Futures) will
also depend on whether Walls & Futures Shares remain traded on
the AQSE Growth Market.
Virgata intends to maintain Walls & Futures' existing
customers and pending conclusion of the Strategic Review, Walls
& Futures' businesses will continue to be operated in the
ordinary course (including as to employment, the conditions of
employment and the balance of the skills and the functions of the
directors, the locations of Walls & Futures' places of business
and the deployment of its fixed assets).
It is expected that the Strategic Review will be completed
within three months of the Offer becoming unconditional in all
respects, with the results of the Strategic Review being
implemented within the following six months.
Intentions in respect of Walls & Futures' research and
development functions and pension scheme
Walls & Futures' latest annual report and accounts does not
disclose any research and development ("R&D") costs nor any
costs or payments in relation to any pension scheme available to
the Walls & Futures directors.
As a result, Virgata does not believe that Walls & Futures
carries out any R&D or makes contributions to any pension
schemes for its directors. It is Virgata's intention that this
would remain the case.
Intentions in respect of Walls & Futures' locations,
headquarters and fixed assets
The annual report and accounts of Walls & Futures do not
disclose any details around the lease terms or rent payable for the
company's head office, located in central London. Given that none
of Walls & Futures' assets are located in central London and
future acquisitions in central London are unlikely given Walls
& Futures' limited resources, the Strategic Review is not
unlikely to conclude that it may be appropriate and more economical
to change the location of Walls & Futures' place of business
and headquarters, which will result in a redeployment of Walls
& Futures' fixed assets and a reduction of its fixed cost
base.Virgata intends that the existing investment property held by
Walls & Futures will be retained for a period that meets the
requirements of the rules applying to Real Estate Investment Trusts
(REITs), and to generate cash to go toward meeting the majority of
its overhead costs. Further to that, Virgata intends that from
time-to-time investment properties shall be sold to realise a
return on investment and liquidate capital to reinvest. Virgata
understands that the amount of tangible assets and investments
(other than investment properties) that Walls & Futures holds
are immaterial.
Intentions in respect of Walls & Futures Shares admission to
trading on the Aquis Exchange
Depending on the level of valid acceptances which are received
for the Offer, if the Offer becomes or is declared unconditional in
all respects, Virgata intends to seek to maintain the admission to
trading of the Walls & Futures Shares on the AQSE Growth
Market. However, in the event that the number of Walls &
Futures Shares in public hands falls below 10 per cent. on
completion of the Offer and Walls & Futures is not in
compliance with Rule 2.12 of the Aquis Rules, Virgata would, with
Walls & Futures, enter discussions with the Aquis Exchange to
assess the options available at that time to rectify this.
7. Walls & Futures Warrants
There are currently 43,485 Warrants in issue, each exercisable
at 100 pence per Walls & Futures Share on or before 30
September 2022.
As a result of the Warrants being "out of the money", Virgata is
not required to make an offer for the Warrants under Rule 15 of the
Code. Accordingly, no offer is being made for the Warrants.
8. Financing arrangements
The cash consideration payable by Walls & Futures under the
Offer will be financed by cash resources from the Goetstouwers
family, made available to Virgata through the Facility
Agreement.
Cairn Financial Advisers LLP, in its capacity as financial
adviser to Virgata, is satisfied that sufficient resources are
available to Virgata to satisfy, in full, the cash consideration
payable to Walls & Futures' Shareholders under the terms of the
Offer.
9. Conditions and further terms of the Offer
The Offer is subject to the Conditions and certain further terms
set out in Appendix 1 to this announcement and which will be set
out in the Offer Document. Under Rule 31.7 of the Code, except with
the consent of the Panel, all the Conditions must be satisfied or
the Offer will lapse within 21 days of the first closing date or
the date the Offer becomes or is declared unconditional as to
acceptances, whichever is the later. Rule 31.7 also provides that
the Panel's consent to an extension will normally only be granted,
broadly, if the outstanding condition involves a material official
authorisation or regulatory clearance relating to the
transaction.
Walls & Futures' Shareholders who have accepted the Offer
will not be able to withdraw their acceptances from the date on
which the Offer becomes or is declared unconditional as to
acceptances until the date on which the Offer becomes or is
declared unconditional in all respects or lapses. Accordingly, if
the 21 day period in Rule 31.7 is extended by the Panel in the
manner described above, Walls & Futures' Shareholders will not
be able to withdraw acceptances for the duration of this extended
period.
Virgata will keep the Offer open for acceptances for at least 14
days following the date on which the Offer becomes or is declared
unconditional in all respects in accordance with the requirements
of the Code.
10. Structure of the Offer and the Offer Document
It is intended that the Offer be implemented by means of a
takeover offer under the Code and within the meaning given to that
term in section 974 of the Companies Act. Virgata reserves the
right, subject to the consent of Walls & Futures and the
Takeover Panel, to effect the Acquisition by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
The Walls & Futures Shares will be acquired by Virgata fully
paid, or credited as fully paid, and free from all liens, equities,
charges, equitable interests, encumbrances, rights of pre-emptions
and other third party rights and/or interests of any nature
whatsoever and together with all rights attaching to them, now and
in the future, including voting rights and the right to receive and
retain all dividends, interests and other distributions (if any)
declared made or paid after 8 April 2021 (being the date of the
announcement of the Offer by Virgata for Walls & Futures).
The Offer Document and the Form of Acceptance accompanying the
Offer Document will be published within 28 days of this
announcement (or such later date as may be agreed with the Takeover
Panel), and not within 14 days of this announcement, other than
with the consent of the Walls & Futures Board. The Offer
Document and accompanying Form of Acceptance will be made available
to all Walls & Futures' Shareholders at no charge to them.
Walls & Futures' Shareholders are urged to read the Offer
Document and the accompanying Form of Acceptance when they are sent
to them because they will contain important information.
11. Compulsory acquisition
If Virgata receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the Walls &
Futures Shares to which the Offer relates by nominal value and
voting rights attaching to such shares and assuming that all of the
other conditions of the Offer have been satisfied or waived (if
capable of being waived), Virgata would have rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Walls & Futures Shares in respect of
which the Offer has not been accepted on the same terms as the
Offer.
However, as Virgata intends to seek to maintain the admission to
trading on the Aquis Exchange of Walls & Futures Shares, it
does not currently intend to exercise any rights of compulsory
acquisition which it may have under Chapter 3 of Part 28 of the
Companies Act.
12. Disclosure of interests in Walls & Futures
As at the close of business on 7 April 2021, being the Last
Practicable Date, none of Virgata, nor the Virgata Directors, nor
so far as the Virgata Board is aware, any person acting, or deemed
to be acting, in concert (within the meaning of the Code) with
Virgata has;
(a) had an interest in, or right to subscribe for, relevant
securities of Walls & Futures;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Walls & Futures;
(c) had procured an irrevocable commitment to accept the terms
of the Offer in respect of relevant securities of Walls &
Futures;
(d) had borrowed or lent any Walls & Futures Shares; or
(e) entered into any financial collateral arrangement in respect
of relevant securities in Walls & Futures.
Furthermore no arrangement exists between Virgata or Walls &
Futures or a person acting in concert with Virgata or Walls &
Futures in relation to Walls & Futures Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Walls & Futures
Shares which may be an inducement to deal or refrain from dealing
in such securities.
13. General
The Offer will be subject to the Conditions and other terms set
out in this announcement and to the full terms and Conditions which
will be set out in the Offer Document.
Appendix 1 to this announcement contains a summary of the
principal terms and Conditions. The Offer Document will be posted
to Walls & Futures' Shareholders (and, for information only, to
Walls & Futures Warrant holders) as soon as is practicable and,
in any event, within 28 days of the date of this announcement,
unless Virgata and Walls & Futures otherwise agree, and the
Takeover Panel consents, to a later date. Appendix 2 contains
details of sources of information and bases of calculation
contained in this announcement. Appendix 3 contains definitions of
certain terms used in this announcement.
14. Publication of this announcement and availability of other information
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Virgata's website at
www.virgatagroup.com/westminster by no later than 12.00 noon
(London time) on the business day following the release of this
announcement in accordance with Rule 26.1 of the Code. Neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or
forms part of, this announcement.
A copy of this announcement is being made available to employees
of the Virgata Group.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this announcement, free of charge, by
contacting Neville Registrars Limited on 0121 585 1131 (or +44 (0)
121 585 1131 if telephoning from outside the UK). For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. In accordance with Rule 30.3 of the Code,
a person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
The following documents are also available on Virgata's website
at:
www.virgatagroup.com/westminster
(i) This announcement
(ii) Cairn Financial Advisers' consent letter
15. Consent
Cairn Financial Advisers has given and has not withdrawn its
written consent to the issue of this Announcement with the
inclusion herein of the references to its name in the form and
context in which it appears.
For further information, please contact:
Virgata Services Limited
Jordi Goetstouwers Tel: +44 (0) 208 123 9740
Andrew Hilbert Tel: +44 (0) 7748 638 542
Cairn Financial Advisers LLP (financial adviser to Virgata)
James Lewis / Sandy Jamieson Tel: +44 (0) 207 213 0880
Important Information
This announcement is for information purposes only and is not an
invitation, inducement or the solicitation of an offer to purchase,
or otherwise acquire, subscribe for or sell or otherwise dispose of
or exercise rights in respect of any securities. The Offer will be
made solely through the Offer Document and any accompanying forms
of acceptance and/or proxy.
Important notices relating to financial advisers
Cairn Financial Advisers LLP, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Virgata and no one else in connection with the
Offer and will not be responsible to any person other than Virgata
for providing the protections afforded to clients of Cairn
Financial Advisers LLP or for providing advice in relation to the
Offer or any matter referred to herein.
This announcement is for information purposes only and is not an
invitation, inducement or the solicitation of an offer to purchase,
or otherwise acquire, subscribe for or sell or otherwise dispose of
or exercise rights in respect of any securities. The Offer will be
made solely through the Offer Document and any accompanying forms
of acceptance.
Further information
This announcement is not intended to, and does not, constitute,
or form part of, any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise.
The Offer will be made solely by means of the Offer Document and
the Form of Acceptance accompanying the Offer Document, which will
contain the full terms of, and Conditions to, the Offer, including
details of how the Offer may be accepted. Any response to the Offer
should be made only on the basis of information contained in the
Offer Document. Walls & Futures' Shareholders are advised to
read the formal documentation in relation to the Offer carefully
once it has been despatched.
This announcement has been prepared for the purposes of
complying with English law, UK MAR, the rules of the Aquis Exchange
and the Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Walls & Futures'
Shareholders who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or Walls &
Futures' Shareholders who are not resident in the United Kingdom
will need to inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to overseas Walls & Futures' Shareholders will be
contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Forward-looking statements
This announcement may contain certain "forward-looking
statements" with respect to Virgata Walls & Futures and/or the
Walls & Futures Group. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan',
'goal', 'believe', 'will', 'may', 'should', 'would', 'could' or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Virgata or the Walls & Futures Group and potential synergies
resulting from the Acquisition; and (iii) the expected timing and
scope of the Acquisition.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in, or implied by, such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. You are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this announcement.
All subsequent oral or written forward-looking statements
attributable to Virgata, Walls & Futures and/or the Walls &
Futures Group or any person acting on their behalf (respectively)
are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement. Virgata, Walls & Futures and/or the Walls &
Futures Group assume no obligation to update publicly or revise
forward-looking or other statements contained in this announcement,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Virgata or Walls & Futures, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Virgata or Walls & Futures, as
appropriate.
Information relating to Walls & Futures' Shareholders
Walls & Futures' Shareholders should be aware that
addresses, electronic addresses and certain other information
provided by Walls & Futures' Shareholders and other relevant
persons for the receipt of communications from Walls & Futures
may be provided to Virgata during the Offer Period as required
under Section 4 of Appendix 4 to the Code.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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 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.
Appendix 1
Conditions of the Offer
The Offer will be made on the terms and Conditions set out in
this Appendix and to be set out in the Offer Document and, in the
case of certificated Walls & Futures Shares, the Form of
Acceptance.
1. Conditions of the Offer
The Offer shall be conditional upon:
Acceptance Condition
valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as
Virgata may, in accordance with the Takeover Code or with the
consent of the Takeover Panel, decide) in respect of not less than
51 per cent. of the Walls & Futures Shares to which the Offer
relates and of the voting rights carried by those shares (or such
lower percentage as Virgata may decide), provided that (unless
agreed by the Takeover Panel) this condition will not be satisfied
unless Virgata and/or any of Virgata's wholly owned subsidiaries
shall have acquired or agreed to acquire (pursuant to the Offer or
otherwise) Walls & Futures Shares carrying, in aggregate, more
than 50 per cent. of the voting rights then normally exercisable at
general meetings of Walls & Futures; and for this purpose:
(i) Walls & Futures Shares which have been unconditionally
allotted but not issued before the Offer becomes, or is declared,
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or otherwise
shall be deemed to carry the voting rights they shall carry upon
issue;
(ii) the expression "Walls & Futures Shares to which the
Offer relates" shall be construed in accordance with Chapter 3 of
Part 28 of the Companies Act;
(iii) Walls & Futures Shares (if any) that cease to be held
in treasury before the Offer becomes, or is declared, unconditional
as to acceptances are Walls & Futures Shares to which the Offer
relates; and
(iv) valid acceptances shall be deemed to have been received in
respect of Walls & Futures Shares which are treated for the
purposes of Part 28 of the Companies Act as having been acquired or
contracted to be acquired by Virgata by virtue of acceptances of
the Offer;
Consents, waiting periods, authorisations and filings
(f) all authorisations, orders, grants, consents, clearances,
licences, permissions and approvals ("Authorisations"), in any
jurisdiction, reasonably considered necessary or appropriate by
Virgata for or in respect of the Offer, the proposed acquisition of
any shares or securities in, or control of, Walls & Futures by
Virgata or the carrying on of the business of any member of the
Wider Walls & Futures Group or Virgata, or any matters arising
therefrom being obtained in terms reasonably satisfactory to
Virgata from all appropriate Relevant Authorities or (without
prejudice to the generality of the foregoing) from any persons or
bodies with whom any member of the Wider Walls & Futures Group
or Virgata has entered into contractual arrangements (in each case
where the absence of such Authorisation would have a material
adverse effect on Virgata) and such authorisations, orders, grants,
consents, clearances, licences, permissions and approvals remaining
in full force and effect and there being no intimation of any
intention to revoke or not to renew the same and all necessary
filings having been made, all appropriate waiting and other time
periods (including extensions thereto) under any applicable
legislation and regulations in any jurisdiction having expired,
lapsed or been terminated and all necessary statutory or regulatory
obligations in any jurisdiction in respect of the Offer or the
proposed acquisition of Walls & Futures by Virgata or of any
Walls & Futures Shares or any matters arising therefrom having
been complied with;
(g) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body, or any
court, institution, investigative body, association, trade agency
or professional or environmental body or (without prejudice to the
generality of the foregoing) any other person or body in any
jurisdiction (each, a "Relevant Authority") having decided to take,
instituted, implemented or threatened any action, proceeding, suit,
investigation, enquiry or reference or enacted, made or proposed
any statute, regulation or order or otherwise taken any other step
or done anything, and there not being outstanding any statute,
legislation or order, that would or might reasonably be expected to
(in any case to an extent which is material in the context of the
Wider Walls & Futures Group or Virgata, as the case may be or
on the context of the Offer):
(i) make the Offer or its implementation or the proposed
acquisition of Walls & Futures or of any Walls & Futures
Shares or any other shares or securities in, or control of, Walls
& Futures, illegal, void or unenforceable in or under the laws
of any jurisdiction;
(ii) directly or indirectly restrict, restrain, prohibit, delay,
impose additional conditions or obligations with respect to or
otherwise interfere with the implementation of the Offer or the
acquisition of any Walls & Futures Shares by Virgata or control
or management of Walls & Futures by Virgata or any matters
arising therefrom or require amendment to the terms of the
Offer;
(iii) result in a limit or delay in the ability of Virgata, or
render Virgata unable, to acquire some or all of the Walls &
Futures Shares;
(iv) require, prevent, delay or affect the divestiture (or alter
the terms of any proposed divestiture) by Virgata or the Wider
Walls & Futures Group of all or any portion of their respective
businesses, assets or property or of any Walls & Futures Shares
or other securities in Walls & Futures or impose any limitation
on their ability to conduct all or part of their respective
businesses or to own, control or manage all or part of their
respective assets or properties;
(v) impose any limitation on the ability of Virgata to acquire
or hold or exercise effectively, directly or indirectly, all rights
of all or any of the Walls & Futures Shares (whether acquired
pursuant to the Offer or otherwise) or to exercise voting or
management control over Walls & Futures;
(vi) impose any limitation on, or result in any delay in, the
ability of Virgata or any member of the Wider Walls & Futures
Group to integrate or co-ordinate its business, or any part of it,
with the businesses or any part of the businesses of Virgata or any
other member of the Wider Walls & Futures Group;
(vii) require the divestiture by Virgata of any shares,
securities or other interests in any member of the Wider Walls
& Futures Group;
(viii) otherwise adversely affect any or all of the businesses,
assets, financial or trading position or prospects or profits of
Virgata or the Wider Walls & Futures Group or the exercise of
rights of shares in Walls & Futures;
and all applicable waiting and other time periods (including
extensions thereof) during which any such Relevant Authority could
decide to take, institute, implement or threaten any such action,
proceedings, suit, investigation, enquiry or reference or otherwise
intervene having expired, lapsed or been terminated;
(h) all material filings, applications and/or notifications
which are necessary or reasonably considered appropriate by Virgata
having been made and all relevant waiting periods and other time
periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired,
lapsed or been terminated and all applicable statutory or
regulatory obligations in any jurisdiction having been complied
with in each case in respect of the Offer and the acquisition or
the proposed acquisition of any shares or other securities in, or
control or management of, Walls & Futures or any member of the
Wider Walls & Futures Group by Virgata or the carrying on by
any member of the Wider Walls & Futures Group of its
business;
Confirmation of absence of adverse circumstances
(i) save as Disclosed, there being no provision of any
authorisation, agreement, arrangement, licence, permit, lease,
franchise or other instrument to which any member of the Wider
Walls & Futures Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or subject
which, as a result of the Acquisition or the acquisition or
proposed acquisition by Virgata of any Walls & Futures Shares,
or change in the control or management of Walls & Futures or
otherwise, would or might reasonably be expected to result in (in
each case, to an extent which is material in the context of the
Wider Walls & Futures Group, taken as a whole, or in the
context of the Offer):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider
Walls & Futures Group becoming repayable, or capable of being
declared repayable, immediately or earlier than the stated maturity
or repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Walls & Futures Group under any such
authorisation, agreement, arrangement, licence, permit, lease,
franchise or other instrument or the rights, liabilities,
obligations, interests or business of any member of the Wider Walls
& Futures Group in or with any other firm or company or body or
person (or any agreement or arrangement relating to any such
rights, liabilities, obligations, interests or business) being, or
becoming capable of being, terminated or adversely modified or
adversely affected or any onerous obligation or liability arising
or any adverse action being taken or arising thereunder;
(iii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any member of the Wider Walls & Futures
Group or any such mortgage, charge or other security interest
(whenever arising or having arisen) becoming enforceable;
(iv) any assets, property or interest of, or any asset the use
of which is enjoyed by, any member of the Wider Walls & Futures
Group being, or falling to be, disposed of by, or ceasing to be
available to, any member of the Wider Walls & Futures Group or
any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be
available to any member of the Wider Walls & Futures Group;
(v) any member of the Wider Walls & Futures Group ceasing to
be able to carry on business under any name under which it
presently does so;
(vi) the financial or trading or regulatory position or
prospects or the value of any member of the Wider Walls &
Futures Group being materially prejudiced or materially adversely
affected;
(vii) the creation, acceleration or assumption of any
liabilities (actual, contingent or prospective) by any member of
the Wider Walls & Futures Group;
(viii) any requirement on any member of the Wider Walls &
Futures Group to acquire, subscribe, pay up or repay any shares or
other securities (or the equivalent) in and/or any indebtedness of
any member of the Wider Walls & Futures Group owned by any
third party;
(ix) any liability of any member of the Wider Walls &
Futures Group to make any severance, termination, bonus or other
payment to any of its directors or other officers; and
(x) no event having occurred which, under any provision of any
such authorisation, agreement, arrangement, licence, permit, lease,
franchise or other instrument to which any member of the Wider
Walls & Futures Group is a party or by or to which any such
member or any of its assets may be bound or be subject, could
result in any of the events or circumstances as are referred to in
this paragraph (e);
Certain events occurring since 31 March 2020
(j) save as Disclosed, no member of the Wider Walls &
Futures Group having since 31 March 2020:
(i) issued or agreed to issue, or authorised or proposed the
issue of, additional shares of any class or issued or authorised or
proposed the issue of or granted securities convertible into or
rights, warrants or options to subscribe for or acquire such shares
or convertible securities;
(ii) recommended, declared, paid or made or proposed or resolved
to recommend, declare, pay or make any dividend, bonus issue or
other distribution, whether payable in cash or otherwise, other
than a distribution to Walls & Futures or one of its
wholly-owned subsidiaries;
(iii) implemented or authorised any reconstruction,
amalgamation, scheme or other transaction or arrangement with a
substantially equivalent effect;
(iv) purchased, redeemed or repaid any of its own shares or
other securities or reduced or made or authorised any other change
in its share capital;
(v) redeemed, purchased, repaid or reduced or announced any
intention to do so or made any other change in its share
capital;
(vi) (except for transactions between Walls & Futures and
its wholly-owned subsidiaries, or between its wholly-owned
subsidiaries or transactions in the ordinary course of business),
made or authorised or proposed or announced any change in its loan
capital;
(vii) issued or authorised or proposed the issue of any
debentures or incurred or increased any indebtedness or liability
(actual or contingent) which in any case is material in the context
of the Wider Walls & Futures Group, or in the context of the
Offer;
(viii) other than pursuant to the Offer, implemented or
authorised any merger or demerger or acquired or disposed of or
transferred, mortgaged or charged, encumbered or created any other
security interest over, any asset or any right, title or interest
in any asset or authorised, proposed or announced any intention to
do so (in each case, to an extent which is material in the context
of the Wider Walls & Futures Group, or in the context of the
Offer);
(ix) (except for transactions between Walls & Futures and
its wholly-owned subsidiaries, or between its wholly-owned
subsidiaries or transactions in the ordinary course of business),
entered into, or authorised, proposed or announced the entry into,
any joint venture, asset or profit-sharing arrangement, partnership
or, other than pursuant to the Offer, merger of businesses or
corporate entities;
(x) entered into, varied or terminated, or authorised the entry
into, variation or termination of, any contract, commitment or
arrangement (whether in respect of capital expenditure, real estate
or otherwise) which is outside the ordinary course of business or
which is of a long term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of a nature or
magnitude which is material or is otherwise than in the ordinary
course of business or could reasonably be regarded as restricting
the business of any member of the Wider Walls & Futures Group
or Virgata, or authorised, proposed or announced any intention to
do so;
(xi) entered into, or varied the terms of, or terminated or
given notice of termination of, any contract, agreement or
arrangement with, or for the services of, any of the directors or
senior executives of any member of the Wider Walls & Futures
Group;
(xii) (other than in respect of a subsidiary of Walls &
Futures which is dormant and was solvent at the relevant time)
taken or proposed any corporate action or had any legal proceedings
started, served or threatened against it or any documents filed in
court for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver,
trustee or similar officer of all or any of its assets and revenues
or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction;
(xiii) made any amendment to its memorandum or articles of
association or other constitutional documents;
(xiv) been unable or deemed unable, or admitted that it is
unable, to pay its debts as they fall due or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xv) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its
indebtedness or entered into a composition, compromise, assignment
or arrangement with any of its creditors whether by way of a
voluntary arrangement, scheme of arrangement, deed of compromise or
otherwise;
(xvi) except in the ordinary course of business, waived,
compromised, settled, abandoned or admitted any dispute, claim or
counter-claim whether made or potential and whether by or against
any member of the Wider Walls & Futures Group (in each case, to
an extent which is material in the context of the Wider Walls &
Futures Group, taken as a whole, or in the context of the
Offer);
(xvii) proposed, agreed to provide, or agreed to modify the
terms of, any share option scheme, incentive scheme or other
benefit relating to the employment or termination of employment of
any person employed by the Wider Walls & Futures Group, other
than in accordance with the terms of the Offer;
(xviii) granted any material lease in respect of any of the
leasehold or freehold property owned or occupied by it or
transferred or otherwise disposed of any such property; or
(xix) entered into any contract, commitment or agreement or
passed any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any intention
to effect or propose, any of the transactions, matters or events
referred to in this paragraph (f);
(k) save as Disclosed, since 31 March 2020:
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or
become pending or remained outstanding by or against any member of
the Wider Walls & Futures Group or to which any member of the
Wider Walls & Futures Group is or may become a party (whether
as plaintiff, defendant or otherwise) which in any case is material
in the context of the Wider Walls & Futures Group;
(ii) no contingent or other liability of any member of the Wider
Walls & Futures Group having arisen or become apparent or
increased which in any case is material in the context of the Wider
Walls & Futures Group or the Offer;
(iii) no adverse change or deterioration having occurred and no
events, matters or circumstances having arisen which would or might
reasonably be expected to result in any materially adverse change
or deterioration in the business, assets, financial or trading or
regulatory position, profits or prospects or operational
performance of any member of the Wider Walls & Futures Group
which is material in the context of the Offer;
(iv) no enquiry, review or investigation by any Relevant
Authority having been threatened, announced, implemented or
instituted or remaining outstanding; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Walls & Futures Group which is
necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which
would reasonably be expected to have a material adverse effect on
any member of the Wider Walls & Futures Group;
Discoveries and contingent liabilities
(l) save as Disclosed, Virgata not having discovered that:
(i) any business, financial or other information concerning any
member of the Wider Walls & Futures Group publicly disclosed at
any time by Walls & Futures prior to the date on which the Firm
Offer Announcement is made, either contains a misrepresentation of
fact or omits to state a fact necessary to make the information
contained therein not misleading and which was not subsequently
corrected before the date of the Firm Offer Announcement by
disclosure either publicly through the publication of an
announcement via a Regulatory Information Service or otherwise to
Virgata; or
(ii) any member of the Wider Walls & Futures Group is
subject to any liability, actual or contingent, to an extent which
is material in the context of the Wider Walls & Futures Group
or in the context of the Offer; or
(iii) any information which materially adversely affects the
import of any information Disclosed at any time;
Environmental
(m) save as Disclosed, Virgata not having discovered that:
(i) any past or present member of the Wider Walls & Futures
Group has not complied with any applicable legislation or
regulations, notices or other requirements of any jurisdiction or
Relevant Authority with regard to environmental matters or the
health and safety of any person, or that there has otherwise been
any breach of environmental or health and safety law or that there
is any environmental condition which, in any case, would be likely
to give rise to any material liability (whether actual, contingent
or prospective) or cost on the part of any member of the Wider
Walls & Futures Group (in each case, to an extent which is
material in the context of the Wider Walls & Futures Group,
taken as a whole, or in the context of the Offer); or
(ii) there is, or is likely to be, any liability, whether
actual, contingent or prospective, to make good, repair, reinstate
or clean up any property now or previously owned, occupied or made
use of by any past or present member of the Wider Walls &
Futures Group or any controlled waters under any environmental law
or which has or could result in the closure of any property
required by any member of the Wider Walls & Futures Group (in
each case, to an extent which is material in the context of the
Wider Walls & Futures Group, taken as a whole, or in the
context of the Offer);
Intellectual property
(n) no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member
of the Wider Walls & Futures Group, including:
(i) any member of the Wider Walls & Futures Group losing its
title to any of its intellectual property, or any intellectual
property owned by the Wider Walls & Futures Group being
revoked, cancelled or declared invalid;
(ii) any claim being asserted or threatened by any person
challenging the ownership of any member of the Wider Walls &
Futures Group to, or the validity or effectiveness of, any of its
intellectual property; or
(iii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Walls &
Futures Group being terminated or varied.
2 Waiver or variation of Conditions to the Offer
(a) Subject to the requirements of the Takeover Code and the
Takeover Panel, Virgata will reserve the right to waive all or any
of conditions in paragraphs 1(b) to 1(j) (inclusive) above of these
Conditions, in whole or in part, at its absolute discretion.
(b) The Takeover Code requires that, except with the consent of
the Takeover Panel, all conditions to the Offer must either be
fulfilled or the Offer must lapse within 21 days after the later of
the first closing date and the date on which the Offer becomes, or
is declared, unconditional as to acceptances.
(c) Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
(d) Virgata shall be under no obligation to waive (if capable of
waiver), or determine to be or remain satisfied or to treat as
fulfilled any of Conditions in paragraphs 1(b) to 1(j) (inclusive)
of these Conditions by a date earlier than the latest date
specified for the fulfilment of them notwithstanding that the other
Conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
(e) Under Rule 13.5 of the Takeover Code, Virgata may not invoke
any Condition (with the exception of the condition set out in
paragraph 1(a) of these Conditions) so as to cause the Offer not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the Condition are of material
significance to Virgata in the context of the Offer.
(f) If Virgata is required by the Takeover Panel to make a
mandatory offer for Walls & Futures Shares under the provisions
of Rule 9 of the Takeover Code, Virgata may make such alterations
to the conditions as are necessary to comply with the provisions of
that Rule.
(g) If the Offer lapses, it will cease to be capable of further
acceptance. Walls & Futures' Shareholders who have accepted the
Offer and Virgata shall then cease to be bound by acceptances
delivered on or before the date on which the Offer lapses.
(h) Virgata reserves the right to elect, with the consent of the
Takeover Panel, to implement the acquisition of Walls & Futures
by way of a court-approved scheme of arrangement in accordance with
Part 26 of the Companies Act. In such event, the Acquisition shall
be implemented on substantially the same terms and conditions,
subject to appropriate amendments, as those which would apply to
the Offer.
(i) The Offer is governed by the laws of England and Wales and
is subject to the jurisdiction of the Courts of England and Wales
and to the Conditions and further terms to be set out in the Offer
Document. The Offer shall be subject to the applicable requirements
of the Code, the Panel, the FSMA, the Aquis Exchange, the Aquis
Exchange Rules for Issuers and the Financial Conduct Authority.
Appendix 2
General sources and bases of information
In this announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:-
1. Financial information relating to the Walls & Futures
Group has been extracted (without material adjustment) from the
audited consolidated financial statements of Walls & Futures
for the two financial years ended 31 March 2020 and 31 March
2019.
2. References to the value of the Offer for the whole of the
issued ordinary share capital of Walls & Futures are based on
the 3,755,086 Walls & Futures Shares in issue at close of
business on the Last Practicable Date and the Offer Price of 50
pence per Walls & Futures Share.
3. Any reference to the issued ordinary share capital of Walls
& Futures is to the number of Walls & Futures Shares in
issue on the Last Practicable Date (being the last business day
prior to the date of this announcement) which was 3,755,086 Walls
& Futures Shares.
4. Unless otherwise stated, all prices and closing prices for
Walls & Futures Shares are closing middle market quotations
derived from the Aquis Exchange.
Appendix 3
Definitions
The following definitions apply throughout this announcement,
unless the context otherwise requires:
Acquisition the acquisition of Walls & Futures by
Virgata
Associate or Associated means with respect to any specified person,
Undertaking a person that directly or indirectly,
through one or more intermediaries, controls,
is controlled by, or is under common control
with, the person specified. For the purposes
of this definition, the term "control"
and its corollaries shall mean (a) the
direct or indirect ownership of in excess
of 50% of the equity interests (or interests
convertible into or otherwise exchangeable
for equity interests) in a person or (b)
the possession of the direct or indirect
right to vote in excess of 50% of the
voting securities or elect in excess of
50% of the board of directors or other
governing body of a person (whether by
securities ownership, contract or otherwise
Aquis Exchange or AQSE Aquis Stock Exchange Limited, a recognised
investment exchange under section 290
of FSMA
AQSE Growth Market the multilateral trading facility operated
by the Aquis Exchange that is registered
as an SME Growth Market in accordance
with article 33 of MiFID
Aquis Stock Exchange the AQSE Growth Market Access Rulebook,
Rules or Aquis Rules which sets out the admission requirements
and continuing obligations of companies
seeking admission to, and whose shares
are admitted to trading on, the Access
Segment of the AQSE Growth Market
business day a day (excluding Saturdays, Sundays and
public holidays) on which banks are generally
open for business in the City of London
Bid-Offer Spread the difference between the prices quoted
for an immediate sale and an immediate
purchase of a share
Cairn Financial Advisers Cairn Financial Advisers LLP, Cheyne House,
62-63 Crown Ct, Cheapside, London, EC2V
6AX, financial adviser to Virgata
Certificated or in certificated in relation to a share or other security,
form a share or other security title to which
is recorded in the relevant register of
the share or other security as being held
in certificated form (that is, not in
CREST)
Code or Takeover Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006 (as amended)
Conditions the conditions to the Offer which are
set out in Appendix 1 to this document
and to be set out in the Offer Document
and, in the case of certificated Walls
& Futures Shares, the Form of Acceptance
Closing Bid Price means the closing bid price of a share
derived from FactSet
Closing Mid Price means the closing middle market quotation
of a share derived from FactSet
CREST the CREST electronic shareholding and
settlement system operated by Euroclear
CREST Manual the manual published by Euroclear for
further information on the CREST procedure
CREST member a person who has been admitted by Euroclear
as a member (as defined in the CREST Regulations)
CREST participant a person who is, in relation to CREST,
a participant (as defined in the CREST
Regulations)
CREST payment has the meaning given in the CREST Manual
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755) (including as it forms
part of domestic law of the United Kingdom
by virtue of the European Union (Withdrawal)
Act 2018)
CREST sponsor a CREST participant admitted to CREST
as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as a
CREST sponsored member
Dealing Disclosure an announcement pursuant to Rule 8 of
the Code containing details of dealings
in interests in relevant securities of
a party to an offer
Disclosed the information fairly disclosed by or
on behalf of Walls & Futures: (i) in the
annual report and financial statements
of Walls & Futures for the year ended
31 March 2020; (ii) in the Firm Offer
Announcement; or (iii) in any other announcement
to a Regulatory Information Service by
or on behalf of Walls & Futures prior
to the publication of the Firm Offer Announcement,
in each case before the date falling 10
business days prior to the date on which
the Firm Offer Announcement is made
Director Payments the total amounts paid to the directors
of Walls & Futures (being Mr J McTaggart,
Mr D White and Mr P Wylie), including
social security costs, as well as payments
made to Wigmore Jones Limited (a company
whose two directors, per Companies House,
are Mr J McTaggart and Mrs H McTaggart),
as disclosed in the annual report and
accounts of Walls & Futures for the relevant
period
Euroclear Euroclear UK & Ireland Limited, incorporated
in England and Wales with registered number
2878738
Facility Agreement the temporary advance facility agreement,
dated 5 April 2021, between Virgata Services
Limited and Virgata Holdings SA
FCA the Financial Conduct Authority
Firm Offer Announcement this announcement of the Offer made in
accordance with Rule 2.7 of the Code
Form of Acceptance the form of acceptance and authority relating
to the Offer which holders of Walls &
Futures Shares in certificated form will
find enclosed with this Offer Document
FSMA the Financial Services and Markets Act
2000 (as amended)
ISDX the ISDX Growth Market, a recognised stock
exchange operated by ICAP Securities and
Derivatives Exchange Limited, now owned
by Aquis Exchange PLC and known as the
AQSE Growth Market
ISIN International Securities Identification
Number
Last Practicable Date 7 April 2021, being the last practicable
date for inclusion of information in this
document prior to its printing and publication
Offer the firm cash offer by Virgata to acquire
all of the Walls & Futures Shares, subject
to the terms and conditions to be set
out in the Offer Document and in the Form
of Acceptance
Offer Document the offer document to be despatched by
or on behalf of Virgata to Walls & Futures'
Shareholders setting out the terms and
conditions of the Offer
Offer Period the period commencing on 8 April 2021
and ending on the earlier of the date
on which the Offer becomes or is declared
unconditional as to acceptances and/or
the date on which the Offer lapses or
is withdrawn (or such other date as the
Panel may decide)
Offer Price 50 pence per Walls & Futures Share
Opening Position Disclosure an announcement pursuant to Rule 8 of
the Code containing details of interests
or short positions in, or rights to subscribe
for, any relevant securities of a party
to an offer
Regulatory Information as defined in the Code
Service
Restricted Jurisdiction any jurisdiction where the local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure for Virgata if information or
documentation concerning the Offer is
sent or made available to Walls & Futures'
Shareholders in that jurisdiction
Strategic Review the detailed strategic and operational
review of the Walls & Futures business
that Virgata intends to conduct following
completion of the proposed Acquisition
Takeover Panel the Panel on Takeovers and Mergers
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
UK MAR means the Market Abuse Regulation (2014/596/EU),
as adopted in the United Kingdom and amended
by the European Union (Withdrawal) Act
2018 and Market Abuse (Amendment) (EU
Exit) Regulations 2019
Virgata Virgata Services Limited, a company incorporated
in Malta with registered number C 70586
and a wholly owned subsidiary of Virgata
Holdings
Virgata Holdings Virgata Holdings S.A., a company incorporated
in Luxembourg with registered number B194018
Virgata Board or Virgata the director of Virgata, being Mr Jordi
Directors Goetstouwers
Virgata Group Virgata and its parent and subsidiary
companies and its Associated Undertakings
Warrants the 43,485 warrants in existence, as disclosed
in Walls & Futures' 31 March 2020 annual
report and accounts, each exercisable
at 100 pence per Walls & Futures Share
on or before 30 September 2022
Wider Walls & Futures Walls & Futures and its subsidiary undertakings
Group and Associated Undertakings and any other
undertaking, partnership, company or joint
venture in which Walls & Futures and/or
such subsidiary or associated undertakings
(aggregating their interests) have a substantial
interest/an interest of more than 10 per
cent. of the voting or equity capital
or the equivalent (and "member of the
Wider Walls & Futures Group" shall be
construed accordingly)
Walls & Futures or Company Walls & Futures plc, a company incorporated
in England and Wales with registered number
10071765
Walls & Futures Board the directors of Walls & Futures, being
or Walls & Futures Directors Mr Joseph McTaggart (Chief Executive),
or Directors Mr David White (Chief Operating Officer)
and Mr Peter Wylie (Independent Non-Executive
Director)
Walls & Futures Group Walls & Futures, its subsidiaries and
subsidiary undertakings (and "member of
the Walls & Futures Group" shall be construed
accordingly)
Walls & Futures Management directors and senior employees of Walls
& Futures
Walls & Futures' Shareholders holders of Walls & Futures Shares
Walls & Futures Shares ordinary shares of 5.0 pence each in the
capital of Walls & Futures in issue as
at the date of this document
For the purposes of this announcement, the expressions
"subsidiary", "subsidiary undertaking", "associated undertaking"
and "undertaking" have the meanings given by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times and/or dates (other than references to business
days) referred to in this announcement are to those times and/or
dates as determined by London time, unless otherwise stated.
References to the singular include the plural and vice versa
unless the context otherwise requires and words importing the
masculine gender shall include the feminine or neutral gender.
All references to legislation are to English legislation unless
the contrary is indicated, and any reference to any provision of
any legislation includes any amendment, modification, re-enactment
or extension thereof.
This information is provided by RNS, the news service of the
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