Walls & Futures REIT PLC: Requisition of General Meeting

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

2 May 2025

WALLS & FUTURES REIT PLC

 (“Walls & Futures” or the “Company”)

Requisition of General Meeting

(Aquis Stock Exchange: SNOX)

The board of the directors of the Company (the “Board”) yesterday received a letter of requisition ("Requisition") to call a general meeting of the Company ("GM") dated 30 April 2025 from its shareholders, Venture Finance Limited and Malcolm Jordan (the "Requisitioners").

The Requisitioners hold in aggregate more than 5% of the ordinary share capital of the Company and the Requisition is in a form which appears to comply with section 303 of the Companies Act 2006 (the "Act"). The Board is seeking confirmation from its legal advisers that the Requisition has been made in accordance with the Act, but it anticipates that a GM will be called as a result of the Requisition.

The Requisition requires the directors of the Company to convene a GM to consider ordinary shareholder resolutions to remove Joe McTaggart (Chief Executive) and Ross Taylor (Non-Executive), as directors of the Company and appoint Mark Taylor (the director and controlling shareholder of Ventura Finance Limited) to the Board. In addition, the Requisition includes a resolution to not proceed with the proposed withdrawal from the AQSE Growth Market that was announced on 29 April 2025. 

In accordance with the Act, the Company is required to call a GM to consider this resolution within 21 days of receipt of the Requisition and to provide for the GM to be held not more than 28 days after the date of the notice of such meeting.  As set out in the announcement of 29 April 2025, it is already the Company’s intention to call a GM within that timescale to propose:

• Withdraw the Company’s ordinary shares of 5 pence each (“Ordinary Shares”) from admission to trading on the AQSE Growth Market;
• Re-register as a private limited company; and
• Adopt new articles of association.

The Board is therefore minded to incorporate the resolutions included in the Requisition into the existing proposed GM, putting them to shareholders prior to the resolutions set out in the announcement of 29 April 2025.

The Board do not believe that the proposed resolutions included in the Requisition are in the interests of the Company or its shareholders as a whole.

Shareholders are advised to take no action at this time.  The Board will provide an update in due course.

- 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