Walls & Futures REIT PLC Circ re. Board's Rejection of Unsolicited Offer (3169Z)
May 20 2021 - 7:00AM
UK Regulatory
TIDMWAFR
RNS Number : 3169Z
Walls & Futures REIT PLC
20 May 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.
20 May 2021
WALLS & FUTURES REIT PLC
("Walls & Futures" or the "Company")
Posting of Response Circular recommending that Walls &
Futures shareholders reject the Offer by Virgata Services
Limited
On 8 April 2021, Virgata Services Limited ("Virgata") announced
an unsolicited firm cash offer to acquire all of the Walls &
Futures ordinary shares of 5 pence each ("Ordinary Shares") in
issue (the "Offer"). Details of the Offer were set out in the offer
document sent to Walls & Futures shareholders on 6 May 2021
(the "Offer Document").
Walls & Futures is today sending a circular to its
shareholders in response to the Offer made by Virgata (the
"Response Circular"). A copy of the Response Circular can be viewed
on the Company's website,
https://reit.wallsandfutures.com/unsolicited-offer .
The Walls & Futures Directors consider that the Offer
materially undervalues Walls & Futures and its prospects and,
as such, the Walls & Futures Directors, who have been so
advised by Allenby Capital Limited as to the financial terms of the
Offer, unanimously recommend that Walls & Futures Shareholders
reject the Offer. The Response Circular sets out the valuation and
other considerations taken into account by the Walls & futures
Directors in reaching their conclusion that Walls & Futures
shareholders should reject the Offer.
Accordingly, the Walls & Futures Directors unanimously
recommend that you should take no action in relation to the Offer
and that you should not sign any document which Virgata or its
advisers send to you.
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 and Financial 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 and the Response Circular will be available at
https://reit.wallsandfutures.com/unsolicited-offer/ . 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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END
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