Walls & Futures REIT PLC: Notice of General Meeting

23 May 2025

WALLS & FUTURES REIT PLC

 

 (“Walls & Futures” or the “Company”)

 

Notice of General Meeting

 

(Aquis Stock Exchange: SNOX)

 

Further to the announcements of 29 April 2025 and 2 May 2025, the board of the directors of the Company (the “Board”) announces it is convening a general meeting of the Company for 1:00 pm on 19 June 2025 at the Company’s registered office, Octagon Point, 5 Cheapside, London, EC2V 6AA (the "GM").

 

At the GM, resolutions will be put to shareholders covering:

 

• The Board proposals set out in the announcement of 29 April 2025 concerning:
  • Withdrawal of the Company’s ordinary shares of 5 pence each (“Ordinary Shares”) from admission to trading on the AQSE Growth Market (the “Withdrawal”);
  • Re-register as a private limited company; and
  • Adopt new articles of association.
• The proposals set out in the announcement of 2 May 2025 from its shareholders, Venture Finance Limited and Malcolm Jordan (the "Requisitioners") concerning:
  • To appoint Mark Jackson as a director of the Company;
  • To remove Joe McTaggart (Chief Executive) as a director of the Company;
  • To remove Ross Taylor (Non-Executive) as a director of the Company; and
  • To not proceed with the Withdrawal.

 

Key elements of the circular being sent to shareholders and the statement from Mark Jackson on behalf of the Requisitioners are extracted below and the circular to shareholders can be viewed in the attached link.  The full documents can be viewed on the Company’s website, including the proposed new articles of association, at www.wallsandfutures.com. 

 

- Ends -

 

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

 

 

 

LETTER TO SHAREHOLDERS FROM THE BOARD

Dear Shareholder,

Proposed Withdrawal of admission of ordinary shares to trading on the AQSE Growth Market
Re-registration as a Private Limited Company
Adoption of New Articles of Association
and
Notice of General Meeting

Introduction

As announced by the Company on 29 April 2025, the Directors have, after an extensive review, concluded that, for the reasons set out below, it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the Withdrawal of admission of the Ordinary Shares to trading on the AQSE Growth Market and for the Company to be re-registered as a private limited company. In accordance with Rule 5.3(3) of the AQSE Growth Market Access Rulebook, the Company has notified Aquis Stock Exchange of the date of the proposed Withdrawal.

The Company is seeking Shareholder approval for the Withdrawal and the subsequent adoption of the New Articles of Association and Re-registration as a private company at the General Meeting, which has been convened for 1:00 pm on 19 June 2025 at the Company’s registered office, Octagon Point, 5 Cheapside, London, EC2V 6AA.

If the Special Resolution is passed at the General Meeting, it is anticipated that the Withdrawal will become effective at 8.00 am on 26 June 2025, with adoption of the New Articles of Association and the Re-registration taking place shortly after Withdrawal. The Special Resolution requires the approval of a majority of not less than 75 per cent of the votes cast by Shareholders (whether present in person or by proxy).  The five elements of Special Resolution are inter-conditional, so it is being put to Shareholders as a single resolution.

As announced by the Company on 2 May 2025, the Company received a requisition notice from two Shareholders for resolutions to be put to Shareholders to remove Mr McTaggart and Mr Taylor from the Board, appoint Mark Jackson to the Board and not proceed with the Withdrawal.  The Board Change Resolutions (the three ordinary resolutions) will be put to Shareholders first, and should any of these resolutions pass, the General Meeting will be adjourned, and the Special Resolution not be put to Shareholders at that time.  A statement issued by Mr Jackson can be found in Appendix 2 of this document.

The purpose of this Document is to seek Shareholders’ approval for the Special Resolution, to provide information on the background and reasons for the proposed Withdrawal and the Re-registration, to explain the consequences of the Resolution and provide reasons why the Directors unanimously consider the Special Resolution to be in the best interests of the Company and its Shareholders as a whole.  The Board do not consider the Board Change Resolutions to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the General Meeting is set out at the end of this Document, which sets out both the Board Change Resolutions and the Special Resolution.

Background to and reasons for the Withdrawal and Re-Registration

The Company joined the Aquis Stock Exchange in November 2016, raising £1m in new equity capital with the aim of generating long term stable income by investing in specialist supported housing. The strategy was dual-pronged: capital appreciation through property development and stable, long-term income derived from long-term indexed leases.

From 2016 to 2019, the Company demonstrated strong performance, increasing NAV by 17.8% (16p per share) and the portfolio outperformed the benchmark MSCI UK Residential Index for four consecutive years.

Despite this success, Walls & Futures faced challenges in securing institutional funding, exacerbated by a hostile takeover attempt and negative market sentiment towards real estate following the COVID-19 pandemic.

In December 2022, seeking strategic partnership, Walls & Futures welcomed Vengrove, a UK-focused real estate manager with a 10-year track record and £650 million in assets under management (as of Q3 2024), as a significant shareholder.

It was agreed at the General Meeting held on 23rd February 2023, that the Company would change its investment strategy and operate as a traditional REIT with Vengrove as an external investment adviser. This new approach emphasised acquiring high-quality, income-producing real estate assets across social infrastructure sectors, including affordable housing, education, transportation, and civic and community services. Implementation would take place following a fund raise of between £10-£25million in new equity.

Over the last twelve months, the Board, in collaboration with Vengrove, engaged with individual investors, wealth managers, and institutional investors to secure £10 million in new equity. While the Company's focus on social infrastructure garnered interest, the timing and quantum of investment offers did not align with the Board's requirements to facilitate necessary investments and achieve critical mass for targeted growth and dividend distribution.

The Board has extensively reviewed and evaluated the benefits and drawbacks for the Company and its Shareholders in retaining the admission to trading of the Ordinary Shares on the AQSE Growth Market. The Board has taken into consideration numerous factors, both positive and negative, and considered the interests of all Shareholders in reaching its decision.

Following this review, the Board has unanimously concluded that the continued admission to trading of the Ordinary Shares on AQSE Growth Market is not appropriate and, accordingly, the Withdrawal and Re-registration as a private limited company are in the best interests of the Company and its Shareholders as a whole for the reasons set out below:

Limited liquidity in the Ordinary Shares and high share price volatility:

There continues to be limited and inconsistent liquidity in the Ordinary Shares, as a result of which small trades in the Ordinary Shares can have a significant impact on price and, therefore, on the market valuation of the Company. Moreover, the limited liquidity in the Ordinary Shares makes it challenging for Shareholders of any size to dispose of any Ordinary Shares in the market at an attractive price.

Market capitalisation not reflective of Net Asset Value:

The Directors believe the current market capitalisation of the Company does not fully reflect the NAV of its underlying assets.

Access to appropriate finance:

The nature of the Company’s operations requires the Company to periodically raise funding to invest in new assets. The Board believes that the share price volatility and discount at which it trades to NAV, in turn, has a materially adverse impact on the Company’s ability to seek appropriate financing or raise capital.

The Board has concluded that as a private limited company it will have broader access to investors and enhance the ability of the Company to raise the capital required to increase the value of its product portfolio for the benefit of all Shareholders.

Corporate and strategic flexibility:

The Board believes that a private limited company can take and implement strategic decisions more quickly than a company which is publicly traded as a result of the more flexible regulatory regime that is applicable to a private company. This will be advantageous in the Company’s business development discussions which may ultimately benefit the Company and Shareholders as a whole.

Costs and regulatory burden:

The considerable cost of maintaining admission to trading on AQSE Growth Market, including fees payable to its professional advisers and stock exchange fees, as well as incremental legal, insurance, accounting and auditing fees, along with the considerable amount of management time and regulatory burden associated with maintaining the Company’s admission to trading on AQSE Growth Market are, in the Directors’ opinion, disproportionate to the benefits to the Company. The Directors believe the time and cost savings associated with the Withdrawal and Re-registration could be better utilised for the benefit of the Company and value creation for its Shareholders.

Evergreen Structure & Investment Strategy

Evergreen Investment Company

The Company will become an evergreen investment company, which is a structure that combines: (i) the ability to invest in less liquid assets and have a long-term focus; and (ii) characteristics of closed-ended funds, with (iii) the periodic liquidity and ongoing fundraising aspects of open-ended funds. The Directors view the benefits of an evergreen investment company to be the following:

1. Long-Term Investment Horizon: The indefinite lifespan of an evergreen company is intended to assist the Company in focusing on a truly long-term investment strategy. As an evergreen company, the Company is not forced to sell assets to return capital at a predetermined end date, which can lead to better investment decisions, especially when dealing with less liquid assets or investments that require time to mature. This can translate to potentially higher returns over the long run.
2. Periodic Liquidity: Unlike traditional closed-end funds where your capital is locked up for a fixed period, evergreen companies offer periodic liquidity. Subject to the Company complying with applicable legal requirements and availability of sufficient cash, this allows investors to access their capital more easily, providing greater flexibility compared to traditional closed-end structures. This can be particularly attractive for investors who want exposure to alternative investments but are hesitant about the illiquidity of traditional closed-end funds. Initially new investors in Walls & Futures will have a three-year hold after which they will be able to request liquidity on a quarterly basis. Prior to this, Walls & Futures will provide a potential liquidity option via the Matched Bargain Facility.
3. Potential for Compounding Returns: Because the Company will have an indefinite term, returns can be reinvested, allowing for the power of compounding to work over a longer period. This can significantly enhance the overall returns for investors over time.
4. Flexibility in Portfolio Management: The evergreen structure is intended to allow the Company to be more flexible in its investment approach. The Company can adjust the portfolio based on market conditions and investment opportunities without the constraints of a fixed lifespan or the pressure of daily redemptions.
5. Continuous Capital Raising: The Company intends to operate a continuing capital raising programme, allowing new investors to participate and existing investors to increase their allocation over time. This can be beneficial for investors who want to gradually build their exposure to alternative assets.

Co-Investment

The Company's refocused investment strategy is to partner with institutional investors and co-invest into individual and portfolio investments across a range of commercial and real estate opportunities in the UK and Western Europe. The Company will target net returns of 12% IRR / 1.6 MOIC over a rolling five-year period by investing in institutionally sought after sectors such industrial & logistics, living and life sciences. The opportunities will typically have a value-add profile and be in high quality locations

As agreed at the General Meeting held on 23rd February 2023, the Company will appoint Vengrove as its investment adviser, which has a 12-year track record investing on behalf of global institutional investors. Vengrove invests in tailored value-add real estate strategies, via direct equity and owner-operator platform creation. The Company will have direct access to a diverse portfolio of investments across Vengrove’s complementary real estate strategies.

Investments will be made, primarily, directly into real estate assets alongside the Vengrove funds and separate accounts. There will also be a minority allocation to liquid assets (for liquidity management).

As such, the Directors believe the benefits of the co-invest model include:

1. Access to Institutional Opportunities: For several decades, institutional investors have been allocating a growing share of their portfolio to private real estate assets. However private investors have had limited options to access similar opportunities as these were either unavailable or unsuitable.  Historically, most access to private market assets such as real estate has been restricted to closed-ended investment vehicles, which come with significant barriers such as high investment minimums, capital call drawdown structures, and long lock-up periods.
2. Access to Larger, Premium Deals: Co-investment opens doors to larger, more lucrative real estate opportunities that the Company might not be able to access independently. This allows the Company to participate in high-value projects and diversify its portfolio.
3. Faster and More Flexible Capital Deployment: Co-investing allows for quicker and more flexible deployment of capital into specific projects, compared to the potentially lengthy process of deploying capital as lead investor.
4. Strategic Approach: Co-investing provides a more agile and strategic approach, allowing the Company to leverage institutional strengths while maintaining independence and focusing on maximizing returns on specific real estate assets.

New Investors

The Company will initially only raise new capital by issuing new A Ordinary Shares to Eligible Investors. 

REIT Status

Once the Company withdraws from the AQSE Growth Market, it will cease to qualify for REIT status. The loss of REIT status will either be back dated to the last date of the prior accounting period, or the date notified to HMRC by the Company.

There are several impacts of losing of REIT status, including: (i) profits of the Property Rental Business will be subject to corporation tax with effect from the date of exit from the regime; and (ii) the properties owned by the Company will be rebased for capital gains tax purposes to their market value at the date of exit (albeit the Company may not be able to rely on the increased base cost in respect of any disposals made within two years of exiting the regime). The Company will still be required to pay distributions arising from profits that were afforded tax exemption under the REIT Regime (and under deduction of withholding tax) even following exit from the regime, and such distributions will be treated as property income in the hands of shareholders.

Alternative Investment Fund Manager Status

The Company intends to maintain its status as an Internally Managed Alternative Investment Fund.

Process for, and principal effects of, the Withdrawal

Shareholder Approval

Withdrawal is conditional, pursuant to Rule 5.3(2) of the AQSE Growth Market Access Rulebook, upon the approval of a majority of not less than 75 per cent of the votes cast by shareholders (whether present in person or by proxy). The Company is therefore seeking shareholders’ approval of the Withdrawal by way of a special resolution to be proposed at the General Meeting. 

Timetable

In accordance with Rule 5.3(3) of the AQSE Growth Market Access Rulebook, the Company has notified Aquis Stock Exchange of its proposed Withdrawal from trading on the AQSE Growth Market and has provided not less than 20 clear Business Days’ notice of Withdrawal. If the Special Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on the AQSE Growth Market will occur on 25 June 2025 and that Withdrawal will take effect at 8:00 a.m. on 26 June 2025. 

Principal Effects

Set out below is an overview of the principal effects of the proposed Withdrawal:00

1. there will be no formal public market mechanism enabling the shareholders to trade Ordinary Shares and no price will be publicly quoted for the Ordinary Shares;
2. it is possible that, following the publication of this Document, the liquidity and marketability of the Ordinary Shares may be significantly reduced and their value adversely affected (however, as set out above, the Directors believe that the existing liquidity in the Ordinary Shares is, in any event, limited);
3. the Ordinary Shares may be more difficult to sell compared to shares of companies traded on the AQSE Growth Market (or any other recognised market or trading exchange);
4. in the absence of a formal market quote, it may be more difficult for shareholders to determine the market value of their investment in the Company at any given time;
5. the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on the AQSE Growth Market will no longer apply;
6. Shareholders will no longer be afforded the protections given by the AQSE Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek Shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;
7. the levels of disclosure and corporate governance within the Company may not be as stringent as for a company trading on the AQSE Growth Market;
8. the Company will no longer be subject to the Market Abuse Regulations regulating inside information and other matters;
9. the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;
10. the Company will cease to have an independent corporate adviser;
11. stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applied to a particular transfer;
12. whilst the Company’s CREST facility will remain in place immediately post the Withdrawal, the Company’s CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST; and
13. the Withdrawal and Re-registration may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Withdrawal on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England & Wales in accordance with, and subject to, the Companies Act, notwithstanding the Withdrawal and Re-registration.

5. Provision of information, services and facilities following the Withdrawal

The Company currently intends to continue to provide certain information, services and facilities to Shareholders following the Withdrawal. The Company intends to:

1. continue to communicate information about the Company (including annual accounts) to its shareholders, as required by the Companies Act;
2. continue, for at least 12 months following the Withdrawal, to maintain its website, www.wallsandfutures.com and to post updates on the website from time to time, although shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules and other matters, as per the AQSE Growth Market Access Rulebook; and
3. make available to Shareholders, through JP Jenkins, the Matched Bargain which will allow Shareholders to buy and sell Ordinary Shares on a matched bargain basis for a three-year period following the Withdrawal.

Transactions in the Ordinary Shares

Prior to the Withdrawal

Shareholders should note that they are able to continue trading in the Ordinary Shares on AQSE Growth Market prior to the Withdrawal.

If Shareholders wish to buy or sell Ordinary Shares on AQSE Growth Market they must do so prior to the Withdrawal becoming effective. As noted above, in the event that Shareholders approve the Withdrawal, it is anticipated that the last day of dealings in the Ordinary Shares on AQSE Growth Market will be 25 June 2025 and that the effective date of the Withdrawal will be 26 June 2025.

Following the Withdrawal

Matched Bargain Facility

The Company is making arrangements for a Matched Bargain Facility to assist existing Shareholders to trade in the Ordinary Shares to be put in place from the date of the Withdrawal, if the Resolution is passed. The Matched Bargain Facility will be provided by JP Jenkins. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, via a UK regulated stockbroker, of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the trade.

Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker. Over 40 UK brokers regularly connect to the JP Jenkins platform and include, AJ Bell, Brewin Dolphin, Charles Stanley, Hargreaves Lansdown, Killick & Co, Rathbones, Redmayne Bentley, shareDeal active and Zeus Capital. A full list is available on the www.jpkenkins.com

Should the Withdrawal become effective, details of the Matched Bargain facility will be made available to Shareholders on the Company’s website at www.wallsandfutures.com.

The Directors' current intention is to operate the Matched Bargain Facility for a three-year period following the Withdrawal. However, Shareholders should note that it could be withdrawn and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to the Shareholders at the relevant time.

Redemption

Investors will be required to hold their investment for an initial three-year period, at the end of which, the Board shall have the discretion to offer investors periodic liquidity through quarterly redemptions. The Board's intention is that Investors will be able to redeem at the Redemption Points throughout the financial year at the Redemption Price, subject to compliance with applicable company law requirements and up to the annual Redemption Cap. Please see Part II for a summary of the Redemption provisions to be included in the New Articles of Association.

Process for the Re-registration

As set out above, following the Withdrawal, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with the Re-registration, it is proposed that the New Articles of Association be adopted to reflect the change in the Company’s status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles of Association on the rights and obligations of Shareholders and the Company are summarised in Part II of the Document.

Under the Companies Act, the Re-registration and the adoption of the New Articles of Association must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of this Document contains a special resolution to approve the Re-registration and adopt the New Articles of Association.

If the Resolution is approved at the General Meeting, an application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will issue the certificate of incorporation on Re-registration when it is satisfied that no valid application can be made to cancel the Resolution or that any such application to cancel the Resolution has been determined and confirmed by the Court.

If the Resolution is passed at the General Meeting and no application to cancel the Resolution is made, it is anticipated that the Re-registration will become effective before the end of May 2025.

Re-classification of Ordinary Shares

If the Resolution is approved at the General Meeting, the Ordinary Shares currently held by Vengrove Group Limited shall be redesignated as C Ordinary Shares. The remaining Ordinary Shares held by the shareholders who are not Vengrove Group Limited shall be redesignated as B Ordinary Shares. The B Ordinary Shares and C Ordinary Shares will be non-redeemable. 

In line with the Board's intention to offer investors periodic liquidity through quarterly redemptions, and subject to the passing of the Resolution, following the re-registration as a private company, adoption of the New Articles of Association and redesignation of Ordinary Shares as referred to above, the Board intends to issue redeemable A Ordinary Shares to the B Ordinary Shareholders. This shall be achieved by reducing the share capital of the Company by cancelling the B Ordinary Shares. The reserve arising in the accounting records of the Company as a result of the cancellation of the B Ordinary Shares shall then be capitalised and applied in paying up in full at par such number of new A Ordinary Shares as shall be equal to the aggregate number of B Ordinary Shares cancelled. The new A Ordinary Shares will be allotted and issued as fully paid to the holders of the cancelled B Ordinary Shares in proportion to the number of B Ordinary Shares held by each of them as at the date of the cancellation.

To effect this, it is proposed that within 30 days of the re-registration as a private company, the Board shall convene a second general meeting to pass a further special resolution to cancel the B Ordinary Shares as noted above and to issue the redeemable A Ordinary Shares.

The result of the steps set out above is that the non-redeemable Ordinary Shares currently held by the shareholders shall be cancelled and reissued as redeemable A Ordinary Shares, with the exception of the shares held by Vengrove Group Limited which shall remain non-redeemable.

Takeover Code

The Takeover Code applies to all offers for companies which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man if any of their equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man.

The Takeover Code also applies to all offers for companies (both public and private) which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man and which are considered by the Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man, but in relation to private companies only if one of a number of conditions is met, for example, if the Company’s shares were admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man at any time in the preceding two years.

If the Withdrawal and Re-registration are approved by Shareholders at the General Meeting, the Company will be re-registered as a private company and its securities will no longer be admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom. In these circumstances the Takeover Code will continue to apply to the Company for a period of 2 years following the Withdrawal and the Re-registration.

Should the Takeover Code cease to apply to the Company in the future, Shareholders would not be afforded the protections provided by the Takeover Code. This includes the requirement for a mandatory cash offer to be made if either:

1. a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30 per cent. or more; or
2. a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

Before giving your consent to the Withdrawal and the Re-registration, you may want to take independent professional advice from an appropriate independent financial adviser.   

The General Meeting

As discussed above, the Special Resolution is proposed as a single special resolution for which shareholder approval is being sought at the General Meeting. The Board Change Resolutions will be put to Shareholders before the Special Resolution at the General Meeting.  At the end of this Document is a notice convening the General Meeting to be held on 19 June 2025 at 1.00pm, at Octagon Point, 5 Cheapside, London, EC2V 6AA.  Details of the Resolution can be found later in this Document.

The Special Resolution is proposed as a single special resolution, each part of which is integral to the progression of the Withdrawal and Re-registration.  Therefore, the Board has concluded that a single resolution is appropriate. If the Resolution is not approved by the Shareholders, the Withdrawal and Re-registration proposals set out in this Circular will not be implemented, and the Resolution will be regarded as having been rejected.

Shareholder support

Those Directors (and their associates) who hold Ordinary Shares, who in aggregate hold 436,150 Ordinary Shares, representing approximately 11.6% per cent. of the total Ordinary Shares, have irrevocably undertaken to vote in favour of the Special Resolution and against the Board Change Resolutions at the General Meeting.

Action to be taken

A form of proxy for use in connection with the General Meeting is enclosed with this Document. You are strongly encouraged to vote in proxy ahead of the meeting if you do not wish to attend. You are requested to complete and sign the form of proxy in accordance with the instructions printed on it and return it to the Company Secretary:

1. by post: Ms K Robinson, Octagon Point, 5 Cheapside, London, EC2V 6AA; or
2. by email: vote@wallsandfutures.com,

to be received no later than 1:00 pm on 17 June 2025. The completion and return of a Form of Proxy will not preclude shareholders from attending the General Meeting and voting in person should they so wish, however both proxy voting and the submission of any questions for the Directors in advance of the meeting are strongly encouraged in the interest of efficiency and smooth running of the General Meeting.

Shareholders should note that, unless the Special Resolution is approved at the General Meeting, the Special Resolution will not be implemented.

Recommendation

The Directors consider that the Withdrawal and Re-Registration is likely to promote the success of the Company for the benefit of the Company’s shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the Special Resolution and against the Board Change Resolutions to be proposed at the General Meeting, as the Directors have irrevocably undertaken to do in respect of their beneficial holdings.

It is the view of the Board that in the current financial, business and economic environment that the Special Resolution is the only option that is likely to be available in order to progress the Company to a self-sustaining long term successful business. Therefore, if the Special Resolution is rejected by the Shareholders, the Board will seek to wind down the Company’s activities before putting a proposal to shareholders to solvently liquidate the Company at the next annual general meeting.

 

Yours faithfully,

 

Joseph McTaggart
Chief Executive Officer

Tel: 0333 700 7171
Email: hello@wallsandfutures.com
Web: www.wallsandfutures.com

 

STATEMENT TO SHAREHOLDERS ON BEHALF OF THE REQUISITIONERS

LETTER FROM THE REQUISITIONERS OF THE GENERAL MEETING

 

Dear Shareholder,

Since flotation in 2016 at £1 the shares have fallen by 90% to 10p – prior to my intervention.

The company has consistently made losses.

Since flotation, to 2024, the directors remuneration has been

£683,563.

In addition, £55,504 has been paid to Wigmore Jones Limited, a company of which Joe McTaggart is a director and shareholder.

In 2021 the board rejected a cash offer for the company at 50p per share. They also incurred costs of £168,794 in defence!

In 2023 the company incurred a loss of £99,999 on the sale of Pax Homes Limited to Joe McTaggart.

Your board waste money - the audit fee for 2024 was £51,635 – 40% of income!!!

Your board are incompetent – for the last three years accounts have been filed late at Companies House - incurring large penalties.

The board now want to delist the company shares from Aquis. This will remove any market you have to trade your shares.

The board say they are acting in the interests of shareholders. Their actions do not support this.

 

YOUR BOARD of DIRECTORS HAS FAILED YOU

 

I am a shareholder with a 4.2% of the company and want to see the company succeed and flourish. I can make that happen.

Discussions have already taken place for a multi-million-pound acquisition at or around the asset value of the company.

A Positive outcome can only be achieved if the directors are removed, I am appointed to the board, and the company remains listed on Aquis.

I urge you to support the resolutions:

Appoint Mark Jackson as a director Remove Joe McTaggart as a director Remove Ross Taylor as a director Maintain the listing on Aquis

 

Yours sincerely,

 

Mark Jackson 14 May 2025

Mobile no. 07906585557 

Email: mark.jackson@jsacc.net