Walls & Futures REIT PLC (WAFR)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
26 September 2022
WALLS & FUTURES REIT PLC
(“Walls & Futures” or the “Company”)
Final Results and Audited Annual Report and Accounts for the Year to 31 March 2022
Walls & Futures REIT plc (“WAFR”) the Ethical Housing Investor and Developer, is pleased to announce its final results and the publication of its audited annual report and accounts for the year to 31 March 2021 (the “Annual Report”). A copy of the Annual Report has been published on the Company’s website, www.wallsandfutures.com, in accordance with its articles of association, and can also be viewed through a link at the bottom of this announcement.
Walls & Futures is an ethical housing investor and developer on a mission to address the unfulfilled demand for specialist social housing in the UK.
We design, fund and develop specialist social housing which is let on Full Repairing and Insuring (FRI), inflation linked leases to our partners and customers who include local authorities, registered providers and charities. Their tenants are often individuals with learning & physical disabilities, autism, dementia, mental health and life changing injuries.
Walls & Futures REIT plc does not have any involvement with the care delivered within the properties, this is managed by care providers approved by local authorities.
Key elements of the final results can be viewed below.
Joe McTaggart, CEO of Walls & Futures REIT plc said:
"We’ve made fantastic progress since with the launch of Pax Homes and are thrilled with the positive response we've received from specialist charities, care providers, housing associations, NHS trusts, local authorities, and special education needs schools.
We have agreed land options in Dorset and Sunderland for our first Pax Homes developments, and we are actively seeking similar parcels in Cornwall, Devon, Kent, Norfolk, and Greater Manchester.
To fully capitalise on Pax Homes, we will need implement a strategic pivot, to include the removal of REIT status, enabling us to access difference sources of capital and sell Pax Homes to individuals and organisations.”
Due to the period of time between the publication of the Annual Report and the Company’s annual general meeting (“AGM”) being insufficient, those resolutions to be put at the AGM relating to the Annual Report will be adjourned to a later date, details of which will be separately announced. The Company makes the following disclosure in relation to the Annual Report:
“The Financial Reporting Council’s Ethical Standard 3.11(a) dictates that no one shall act as engagement partner for more than five years.
Jonathan Sutcliffe of Moore Kingston Smith LLP has now exceeded this period acting in his capacity as engagement partner.
However, Ethical Standard 3.15 allows the engagement partner to continue in this position for an additional period of up to two years, so that no longer than seven years in total is spent in the position of engagement partner, in circumstances where substantial change has recently been made - or will soon be made - to the nature or structure of the entity’s business.
As a Special Resolution is being put the AGM to change the REIT status of the Company, it is considered appropriate to retain Jonathan Sutcliffe in his capacity as engagement partner.
This notice satisfies the requirement in Ethical Standard 3.16 to disclose this fact, and reasons for it, to the Company’s shareholders.”
Extract from the Independent Auditors Report
“Material uncertainty related to going concern
We draw attention to the going concern accounting policy detailed in note 3 to the financial statements, which indicate that at the Annual General Meeting (AGM) a vote will be put to all shareholders whether the company should continue operations as currently constituted. The resolution is to amend the Company’s articles and instead become a ‘conventional’ property and development company. The vote will be a special resolution which the Board unanimously recommends to the shareholders.
If proposals are not approved by shareholders, an alternative proposal to wind up the Company and distribute the net proceeds to shareholders will be put. The Board does not recommend shareholders vote in favour of this resolution.
The resolutions to be voted on at the AGM create material uncertainty regarding the Company’s going concern status.”
For further information, contact:
Walls & Futures REIT PLC 0333 700 7171
Joe McTaggart, Chief Executive
Allenby Capital Limited (Corporate Adviser)
Nick Harriss/James Reeve 020 3328 5656
Extract from the Strategic Report
We made great strides in implementing the new strategy outlined in our May 2021 letter, now that the unwelcome distraction of the hostile takeover was behind us. We believe that focusing on development, where we have a track record of generating strong returns, will deliver growth, investment, and significantly reduce the discount between the Company's share price and the net asset value per share ("the NAV").
We completed the sale of our last PRS property in December 2021 for £662,500, representing a 1.9% premium over its March 2020 valuation. allowing us to concentrate on expanding our Specialist Supported Housing (SSH) portfolio.
Our SSH portfolio continues to perform well. Despite the ongoing economic difficulties, we collected 100% of our SSH rents. Despite the ongoing economic challenges, we collected 100% of our SSH rents, and the value of our SSH portfolio increased by 7.2%. Our Net Asset Value (NAV) fell by 4% to 98p per share on March 31, 2021.
Finally, we finished the design and successfully launched Pax Homes.
Pax Homes are an incredible, flexible home designed specifically around the needs of autistic people across the spectrum. They prioritise wellbeing and independence by considering textures, noise, lighting and balance. Optimal layouts, safety features, durability, accessibility and stunning finishes promote the best possible life with autism. Initially available as 1 and 2 bedroom homes, they can be configured to individual homes or incorporated into a small development.
In January 2022, The Commons Health and Social Care Select Committee report highlighted the drastic need for specialist housing and care accommodation for people with autism and learning disabilities. Pax Homes addresses this need, improving lives by solving the expense and shortage of specialist supported housing.
Pax Homes has received positive feedback from our current partners, as well as inquiries from specialist charities, care providers, housing associations, NHS trusts, local authorities, and special education needs schools. We are especially pleased with the response from the broader autism community, with a test direct marketing campaign generating approximately 250 enquiries per week seeking information on renting and purchasing Pax Homes.
We have agreed terms on land options in Dorset and Sunderland for our first Pax Homes developments, which will have an estimated Gross Development Value (GDV) £6 million. We are actively seeking additional land options in Cornwall, Devon, Kent, Norfolk, and Greater Manchester with an estimated GDV of £15 million.
Outlook for the future
Our current structure and business model require us to provide Pax Homes on a lease-only basis to our customers. However, we have received inquiries from individuals and organisations interested in purchasing individual homes and developments. Furthermore, it has become clear that the primary route to value creation within the sector is through property development rather than long-term investment retention.
To capitalise on Pax Homes, we propose a strategic pivot in which we sell Pax Homes to buyers rather than holding properties as long-term investors. The Company's REIT status creates barriers to fully utilising development opportunities, most notably limitations on the source of its returns and the use of external borrowing. Shareholders are being asked to approve this change.
If shareholders approve the change, the Board plans to keep its current supported living investments in Stroud, Gloucestershire, and Didcot, Oxfordshire. These assets serve as a solid asset backstop for the Company's balance sheet, as well as a healthy and secure rental stream. The Board intends to use these assets as collateral for loans to finance future Pax Homes developments, with the loans to be repaid from the sale of the Pax Homes, which is a severely limited option under its current REIT status.
These future Pax Homes developments will also be funded by the Company's existing cash resources (resulting from its sale of its legacy private rented sector properties) and possibly further share issues. With this in mind, the Board is seeking new share capital authorities to enable the Company to raise additional equity funding. As part of the Proposals, the Company is seeking to change its name to Walls & Futures Group plc to reflect the removal of REIT status.
Consolidated Statement of Comprehensive Income
For The Year Ended 31 March 2022
Consolidated Statement of Financial Position 31 March 2022
Consolidated Statement of Cash Flows For The Year Ended 31 March 2022
File: Annual Report and Audited Accounts for the Year to 31 March 2022
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