Walls & Futures REIT PLC Response to Virgata Services Limited announcement (6982C)
22 Giugno 2021 - 11:06AM
UK Regulatory
TIDMWAFR
RNS Number : 6982C
Walls & Futures REIT PLC
22 June 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.
22 June 2021
WALLS & FUTURES REIT PLC
("Walls & Futures" or the "Company")
Response to Virgata Services Limited announcement
The Directors of Walls & Futures (the "Board") note the
announcement made on 21 June 2021 (the "Third Closing
Announcement") by Virgata Services Limited ("Virgata") and in
particular that at the third closing date Virgata had received only
9.3 per cent. acceptances to its opportunistic offer, exactly the
same level as announced on 10 June 2021.
The Board remains pleased to see that over 90% of shareholders
have not validly accepted and continues to recommend that
shareholders take no action and do not accept the Offer, for the
reasons set out in the Board's Response Circular (announced,
published and sent to shareholders on 20 May 2021).
A further announcement will be made as and when appropriate.
Definitions in this announcement are the same as those used in
the announcement issued by the Company dated 20 May 2021.
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 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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June 22, 2021 05:06 ET (09:06 GMT)
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