Walls & Futures REIT PLC Statement re Unsolicited Offer (8833U)

TIDMWAFR

RNS Number : 8833U

Walls & Futures REIT PLC

08 April 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

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

8 April 2021

WALLS & FUTURES REIT PLC

("Walls & Futures" or the "Company")

Unsolicited Firm Cash Offer for the Company

The Board of Directors of Walls & Futures (the "Board") notes the announcement this morning by Virgata Services Limited ("Virgata") regarding an unsolicited firm cash offer for the Company (the "Offer").

The Board believes that the Offer is opportunistic and substantially undervalues the Company. The Offer price of 50p per ordinary share in the Company values Walls & Futures at GBP1.88 million. This represents a 53.5 per cent. discount to the net asset value of the Company of GBP4.03 million as at 31 March 2020 (the year end of the last audited annual report) or 52.6 per cent. discount to the net asset value of the Company of GBP3.96 million as at 30 September 2020 (the period end of the last unaudited half-yearly report). The Company is preparing an unaudited net asset value of the Company as at 31 March 2021 and will publish the result in due course.

The Board believes that the Company's strategy of developing long-term investment properties within the supported living sector will prove increasingly successful and to the benefit of shareholders.

The Board recommends shareholders take no action at this time.

A further announcement will be made as and when appropriate.

Enquiries:

   Walls & Futures REIT PLC                                                         0333 700 7171

Joe McTaggart, Chief Executive

Website www.wallsandfutures.com

Allenby Capital Limited (Corporate Adviser)

   Nick Harriss/James Reeve/David Worlidge                                 020 3328 5656

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 Takeover 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.

Additional information

Allenby Capital Limited ("Allenby Capital"), is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Allenby Capital is acting as financial adviser exclusively for Walls & Futures and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Walls & Futures for providing the protections afforded to clients of Allenby Capital or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://reit.wallsandfutures.com/investors/ . The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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