TIDMWAFR
RNS Number : 6043C
Virgata Services Ltd
21 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL.
FOR IMMEDIATE RELEASE
21 June 2021
FIRM CASH OFFER
BY
VIRGATA SERVICES LIMITED
FOR
WALLS & FUTURES REIT PLC
OFFER EXTED TO 5 JULY 2021
On 8 April 2021 , Virgata Services Limited ("Virgata") announced
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"). The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document ("Offer Document") and form of acceptance
("Form of Acceptance") published by Virgata on 6 May 2021.
Shareholders Last Chance to Accept the Offer
SHOULD INSUFFICIENT SHAREHOLDERS ACCEPT THE OFFER, IT WILL
LAPSE.
VIRGATA BELIEVES THAT SHAREHOLDERS WILL THEN HOLD SHARES IN A
COMPANY THAT:
-- OFFERS NO PROSPECT OF PAYING A DIVID
-- OFFERS A SHARE PRICE THAT WILL RETURN TO THE LEVELS BEFORE
VIRGATA'S APPROACH, A CLOSING BID PRICE OF 35 PENCE, OR POTENTIALLY
LOWER
-- POTENTIALLY OFFERS A SOLVENT WINDING-UP THAT VIRGATA
ESTIMATES COULD RETURN 55 TO 60 PENCE PER SHARE IN 2023
WALLS & FUTURES SHAREHOLDERS ARE URGED TO ACCEPT VIRGATA'S
CASH OFFER OF 50 PENCE PER SHARE AS SOON AS POSSIBLE.
THE EXTED AND FINAL CLOSING DATE OF THE OFFER IS 1.00 P.M. ON 5
JULY 2021.
ü VIRGATA'S OFFER REPRESENTS A DELIVERABLE AND CERTAIN EXIT,
WITH NO TRANSACTION FEES, AT AN ATTRACTIVE VALUE OF 50 PENCE CASH
PER WALLS & FUTURES SHARE
× VIRGATA BELIEVES THAT THE WALLS & FUTURES BOARD'S STRATEGY
DOES NOT PROVIDE A CREDIBLE ALTERNATIVE
Level of acceptances from Walls & Futures Shareholders
As at 1.00 p.m. on 21 June 2021 (being the acceptance deadline
for the extended Closing Date), valid acceptances had been received
from shareholders of Walls & Futures in respect of a total of
347,731 Walls & Futures Shares, representing approximately 9.3
per cent. of the issued share capital of Walls & Futures, which
Virgata may count towards the acceptance condition of the
Offer.
In addition, since the last closing date, incomplete acceptances
had been received from shareholders of Walls & Futures in
respect of a total of 111,764 Walls & Futures Shares. In
aggregate, incomplete acceptances had been received from
shareholders of Walls & Futures in respect of a total of
124,356 Walls & Futures Shares representing approximately 3.3
per cent. of the issued share capital of Walls & Futures.
Virgata may not count these towards the acceptance condition of the
Offer.
The percentages of Walls & Futures Shares referred to in
this announcement are based upon a figure of 3,755,086 Walls &
Futures Shares in issue at close of business on 20 June 2021.
Extension of Offer
The Offer has been extended to 1.00 p.m. (London Time) on 5 July
2021
Walls & Futures Shareholders who have not yet accepted the
Offer are urged to do so as soon as possible in accordance with the
following procedures:
-- acceptances of the Offer in respect of certificated Walls
& Futures Shares should be made by completing and returning the
Form of Acceptance as soon as possible; and
-- acceptances in respect of uncertificated Walls & Futures
Shares should be made electronically through CREST. If you are a
CREST sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
Full instructions on how to accept the Offer are set out in the
Offer Document and (for holders of Walls & Futures Shares in
certificated format) the Form of Acceptance.
Copies of the Offer Document and the Form of Acceptance will be
available on Virgata's website at
https://www.virgatagroup.com/westminster and Walls & Futures'
website at https://reit.wallsandfutures.com/investors/ . Further
copies of the Offer Document and the Form of Acceptance may be
obtained (by Walls & Futures Shareholders) by contacting
Neville Registrars during business hours on +44 (0)121 585 1131 or
by submitting a request in writing to the Registrar at Neville
Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD.
WALLS & FUTURES SHAREHOLDERS ARE URGED TO ACCEPT VIRGATA'S
CASH OFFER AS SOON AS POSSIBLE. THE EXTED AND FINAL CLOSING DATE OF
THE OFFER IS 1.00 P.M. ON 5 JULY 2021.
Words and expressions defined in the Offer Document shall,
unless the context provides otherwise, have the same meanings in
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
Important notice related to financial adviser
Cairn Financial Advisers LLP, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Virgata and for no one else in connection with the
Offer or any matters referred to in this announcement and will not
be responsible to anyone other than Virgata for providing the
protections afforded to its clients nor for providing advice in
relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement.
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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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, 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 p.m. (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.
Publication on websites
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.
A copy of this announcement is being sent in hard copy to Walls
& Futures Shareholders.
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.
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.
Bases and sources of information
1. The fact that Walls & Futures spends more in costs and
expenses than it earns in property income each year is extracted
from the annual report and accounts of the Company for the years
ended 31 March 2017, 31 March 2018, 31 March 2019 and 31 March
2020.
2. The following statement "Our target is to deliver a long-term
annual net return of 7 - 9% of which 3 - 4% will be paid in the
form of a dividend." was contained in "The Note to Editors"
statement in Walls & Futures Final Results for the period ended
31 March 2017 RNS announcements released on 29 August 2017 and
subsequent announcements. It was not contained in the Final Results
for the Year to 31 March 2019 RNS announcement released on 20
August 2019 or any announcement after that date.
3. The calculation of the return to a Walls & Futures
Shareholder of a present value of no more than 55 to 60 pence per
Walls & Futures Share is based on;
(i) the disposal of each of the SSH properties currently held by
Walls & Futures at a discount of 11.4% to the current market
value. The discount of 11.4% being the average discount achieved on
the disposal of each of the two properties sold by Walls &
Futures since the IPO in 2016;
(ii) the disposal of the 54 Elsenham Street (Ground Floor Flat)
property at an 11.4% discount to the market value of GBP695,000 at
IPO, not the materially lower current market value of GBP650,000
per the Response Circular;
(iii) 3% costs associated with the disposal of the properties;
(iv) A solvent winding up being approved by Walls & Futures
Shareholders in late 2022 and completed by September 2023 through
an orderly sale of the properties;
(v) The Company's cash balance of GBP658,468 per the Response
Circular being reduced by 2.5 years of operating cash outflows
(GBP424,445 based on the annual operating cash outflow for the year
to 31 March 2020), transaction costs as disclosed in the Response
Circular, cash payments to the Directors of GBP76,604 under the
Management Incentive Plan (being 2% of the 31 March 2021 NAV) and
assumed costs of the voluntary winding up process paid to external
advisers of GBP25,000;
(vi) The net liabilities of the Company at 31 March 2021 of
GBP43,280, based on a NAV of GBP3,830,188, the market value of
properties being GBP3,215,000 and cash of GBP658,468;
(vii) Given the valuation of the SSH properties was unchanged
from 31 March 2020 to 31 March 2021, no further increase in market
value has been assumed;
(viii) No reinvestment of any of the disposal proceeds or
current cash balance is carried out prior to the winding up vote in
Q3 2022. Given the Directors have acquired two properties in the
4.5 years since IPO, Virgata believes this to be a realistic
assumption, especially in the knowledge that a winding up vote
would be imminent if the Directors offer Walls & Futures
Shareholders that voting opportunity;
(ix) No tax is payable on the disposal of any of the properties; and
(x) The calculated cash returns to shareholders have then been
discounted back to 31 March 2021 using a weighted average cost of
capital of between 7.5% - 10.0%.
4. Aggregate Director salaries paid in the period to the end of
the solvent winding up have been calculated by looking at the
aggregate reduction in cash in the Company as a result of Directors
salaries from the last disclosed date (31 March 2021) to the
assumed end of the winding up period (being 30 September 2023).
5. The Company's cash balance of GBP658,468 has been extracted
from the Walls & Futures RNS announcement dated 27 April
2021.
6. Total dividends paid of GBP0 has been calculated by
aggregating the total dividends declared figures from the annual
report and accounts of Walls & Futures for the Review
Period.
7. Financial information relating to Walls & Futures has
been extracted from the audited financial statements of Walls &
Futures for the financial years ended 31 March 2017, 31 March 2018,
31 March 2019 and 31 March 2020.
8. 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 26 May 2021 and the Offer Price of 50 pence per Walls
& Futures Share.
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END
OUPFLFFERRILFIL
(END) Dow Jones Newswires
June 21, 2021 11:30 ET (15:30 GMT)
Grafico Azioni Walls & Futures REIT (AQSE:WAFR)
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