WAFR Walls & Futures REIT plc

Walls & Futures REIT PLC (WAFR) 
Walls & Futures REIT PLC: Final Results for the Year to 31 March 2023 
29-Sep-2023 / 16:00 GMT/BST 
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (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 
 
     -- Net Asset Value (NAV) down 9% to 89p per share (2022: 98p per share) 
     -- Revenue GBP115,398 up 23% (2022: GBP93,455) 
     -- Loss -GBP472,775 (2022: Loss of -GBP122,296) 
     -- Investment property value decreased by 9% 
     -- Earnings per share -12.59p (2022: -3.26p) 
     -- 100% of Specialist Supported Housing rents collected 
     -- Welcome Vengrove as a significant shareholder and strategic investor 
     -- Disposal of Pax Homes for GBP100,000 
 
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 GBP650m 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 GBP1, and was sold on 31 March 2023 for GBP1 
(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 GBP1 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 GBP GBP

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

(Loss)/gain on revaluation of tangible assets  (250,000) 185,000 
 
 

OPERATING (LOSS)/PROFIT 7 (373,635) 46,932

Exceptional item 8 - 168,794

(373,635) (121,862)

Interest receivable and similar income  1,749 61 
 
 

(371,886) (121,801)

Amounts written off investments 9 99,999   - 
 
 

(471,885) (121,801)

Interest payable and similar expenses  10 558         478 
 
LOSS BEFORE TAXATION                        (472,443) (122,279) 
 

Tax on loss 11 332 17

 
LOSS FOR THE FINANCIAL YEAR  (472,775) (122,296) 
 

OTHER COMPREHENSIVE INCOME - -

 
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 
                                         (472,775) (122,296) 
 
 

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 GBP GBP GBP GBP

FIXED ASSETS

Intangible assets 14 - -

Investments 15 1 -

Investment property 16 2,500,000 2,750,000

2,500,001 2,750,000

CURRENT ASSETS

Debtors 17 13,493 42,107

Cash at bank 756,524 949,249

770,017 991,356

CREDITORS

Amounts falling due within one year  18 32,592  25,155 
 
 

NET CURRENT ASSETS 737,425 966,201

 
TOTAL ASSETS LESS CURRENT LIABILITIES 
                                       3,237,426 3,716,201 
 

CREDITORS

Amounts falling due after more than one year 
                                              19 13,000  19,000 
 
 

NET ASSETS 3,224,426 3,697,201

CAPITAL AND RESERVES

Called up share capital 23 187,754 187,754

Share premium 24 3,505,154 3,505,154

Fair value reserve 24 1,166,019 1,416,019

Retained earnings 24 (1,634,501) (1,411,726)

SHAREHOLDERS' FUNDS 26 3,224,426 3,697,201

Consolidated Statement of Cash Flows

For The Year Ended 31 March 2023

2023 2022

Notes GBP GBP

Cash flows from operating activities

Cash generated from operations 1 (64,682) (359,185)

Interest paid (558) (478)

Tax paid - (6)

Net cash from operating activities (65,240) (359,669)

Cash flows from investing activities

Sale of fixed asset investments - 12,500

Sale of investment property - 650,000

Development costs recognised in c/year 14 (123,234) -

Interest received 1,749 61

Net cash from investing activities (121,485) 662,561

Cash flows from financing activities

Loan repayments in year (6,000) (5,000)

Net cash from financing activities (6,000) (5,000)

 
 
(Decrease)/increase in cash and cash equivalents    (192,725) 297,892 
Cash and cash equivalents at beginning of year 
                                                2 949,249     651,357 
 
 
Cash and cash equivalents at end of year  2 756,524 949,249 
 
 

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Attachment File: Annual Report and Audited Accounts for the Year to 31 March 2023

----------------------------------------------------------------------------------------------------------------------- Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

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ISIN:          GB00BD04QG09 
Category Code: FR 
TIDM:          WAFR 
LEI Code:      213800CJV93R1FPNT553 
Sequence No.:  275012 
EQS News ID:   1738463 
 
End of Announcement  EQS News Service 
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September 29, 2023 11:00 ET (15:00 GMT)