from Walls & Futures REIT PLC (isin : GB00BD04QG09)
Walls & Futures REIT PLC: Final Results for the Year to 31 March 2023
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.
29 September 2023 WALLS & FUTURES REIT PLC
(“Walls & Futures” or the “Company”)
Final Results and Audited Annual Report and Accounts for the Year to 31 March 2023
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 2023 (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.
The principal activity of the group continues to be investing and developing property to meet the unmet demand for specialist social housing ("SSH") in the UK. We do not have involvement with the care delivered within the properties, which is managed by care providers approved by local authorities.
Highlights
Key elements of the final results can be viewed below.
Joe McTaggart, CEO of Walls & Futures REIT plc said:
“We are pleased with the performance of our portfolio despite challenges in the UK economy, such as rising inflation and interest rates, as well as negative sentiment towards the Specialist Supported Housing sector.
Our main priority is to complete the restructuring process and raise funds. We believe that this period of flux and uncertainty in the real estate market presents a great opportunity to acquire high-quality, income-producing assets across our broader social infrastructure sectors. We consider these sectors to be fundamental to our growth and their contribution to regional and local communities.”
For further information, contact:
Walls & Futures REIT PLC 0333 700 7171 Joe McTaggart, Chief Executive Website www.wallsandfutures.com
Allenby Capital Limited (Corporate Adviser) Nick Harriss/James Reeve 020 3328 5656
Extract from the Strategic Report
Overview
For the year 31 March 2023 I am pleased to report that despite the UK's challenging economic backdrop of rising inflation and interest rates the company is poised to complete its new platform for growth and dividend.
Our existing Specialist Supported Housing ("SSH") portfolio performed well, and we collected 100% of our rents which benefited from increases from our inflation adjusted leases. Additionally, we are happy to announce that none of our tenants' face enforcement action from the Regulator of Social Housing.
There has been a modest fall of 9% in the value of our portfolio and our Net Asset Value ("NAV") fell by 9% to 89p per share on 31 March 2023, largely reflective of the rise in UK interest rates. The group does not have any borrowing so has not directly been adversely affected by rising interest rates and the cost of serving debt.
As stated in earlier communications, we had been in discussions with a number of potential strategic investors with whom we might collaborate to scale the Company in terms of equity investment and investment capacity, with the goal of delivering long-term safe income through ethically minded property investments.
As a result of these discussions, in December 2022 we announced that Vengrove, a UK focused, vertically integrated, real estate investment manager with a 10-year track record, had become a significant shareholder in the Company. As of Q3 2022, Vengrove had £650m of assets under management including residential, commercial (office and industrial) and operational real estate.
Together we worked on a new broader investment strategy and a restructure, which would see Vengrove as the Company's external investment manager and the disposal of Pax Homes as we will no longer act as developer. This was overwhelming approved by shareholders at the General Meeting in February 2023 with the sale of Pax Homes.
On the 31 March 2023, the Company sold the ordinary share capital of Pax Homes Limited (“PHL”) to Joe McTaggart, Chief Executive of the Company. PHL was a wholly owned dormant subsidiary of the Company which was incorporated on 16 February 2022 to protect the Pax Homes name, with an ordinary share capital of £1, and was sold on 31 March 2023 for £1 (the “share sale”).
Immediately following the Share Sale, the intellectual property relating to Pax Homes (the “IP”), a specially designed home that will improve the lives of autistic people, was sold to PHL (“the “IP Sale”). In consideration for the IP, PHL has issued the Company 100,000 preference shares of £1 each (the “Preference Shares”). The Preference Shares have the following key terms:
• Coupon 5% • Coupon payment – Annually on 1 April (cumulative for any outstanding coupons) • Redemption – 1 April 2029 (early redemption at the option of the issuer on 1 April each year)
Pax Homes has not generated any revenues to date so it has been decided that it would be prudent to write down the value of the investment on our balance sheet as Pax Homes is essentially a start-up and is currently establishing its order book. This will be evaluated annually.
Outlook for the future
The broader economic outlook and negative sentiment towards the SSH sector has seen the share price of REITs in our sector fall and trade at discounts to their NAV. Furthermore, property companies that had not fixed their interest rates or are planning to refinance in the near future may be obliged to sell otherwise high-quality assets.
We believe this period of flux and uncertainty offers us an excellent opportunity to acquire high-quality, income producing real estate assets across our border social infrastructure these which we define as foundational assets that support the quality of life of regional and local communities.
The four core sectors are:
1. Affordable Housing - e.g. Intermediate Rent and Discount to Market Rent PRS (Private Rental Sector)
Affordable Housing is fundamental to a fair and healthy community and those most vulnerable are impacted the most. The REIT will acquire affordable housing to lease to key workers and others finding it hard to afford market rent prices across the UK.
2. Education - e.g. Children's Nurseries, Special Education Needs & Schools
Education is an essential pillar in driving economic growth in local communities across all age groups. The REIT will acquire key educational facilities to further support the education/training of individuals across communities.
3. Roadside & Transport - e.g. Service stations (EV & Petrol), Car Parks, Bus depots
Community urban infrastructure assets are the physical facilities needed to support and sustain a community of people to live and work. The REIT will acquire roadside & transport assets that act as key infrastructure for a local community and beyond.
4. Civic, Community & Justice - e.g. Community Centres, Libraries, Law Courts, Recycling Facilities
Civic, community and justice buildings often embody the identity of the communities they serve. In addition to official functions, they fulfil a variety of other purposes such as a place to meet. The REIT will acquire community assets that are used for the well-being of the wider community.
To accurately reflect our investment approach the Company will change its name to Social Infrastructure REIT, a change that was approved at the General Meeting in February 2022. It is anticipated the name change and registration will take place towards the end of 2023 and coincide with a fund raise.
Consolidated Statement of Comprehensive Income For The Year Ended 31 March 2023
2023 2022 Notes £ £
TURNOVER 5 115,398 93,455
Cost of sales - 1,549
GROSS PROFIT 115,398 91,906
Administrative expenses 239,033 242,474
(123,635) (150,568)
Other operating income - 12,500
OPERATING (LOSS)/PROFIT 7 (373,635) 46,932
Exceptional item 8 - 168,794
(373,635) (121,862)
(371,886) (121,801)
(471,885) (121,801)
Tax on loss 11 332 17
OTHER COMPREHENSIVE INCOME - -
Loss attributable to: Owners of the parent (472,775) (122,296)
Total comprehensive income attributable to: Owners of the parent (472,775) (122,296)
Earnings per share expressed in pence per share: 13 Basic -12.59 -3.26 Diluted -12.59 -3.26
Consolidated Statement of Financial Position 31 March 2023
2023 2022 Notes £ £ £ £ FIXED ASSETS Intangible assets 14 - - Investments 15 1 - Investment property 16 2,500,000 2,750,000
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