FOR
IMMEDIATE RELEASE
7
March 2024
RECOMMENDED ALL-SHARE
MERGER
OF
BELVOIR GROUP
PLC
AND
THE PROPERTY FRANCHISE GROUP
PLC
to be implemented by means of
a scheme of arrangement
pursuant to Part 26 of the Companies Act 2006 (the
"Act")
SCHEME EFFECTIVE, BOARD
CHANGES AND ADMISSION OF NEW TPFG SHARES
Introduction
On 10 January 2024, the boards of Belvoir Group PLC
("Belvoir") and The Property
Franchise Group PLC ("TPFG") announced that they had
reached agreement on the terms of a recommended all-share merger of
TPFG and Belvoir (the "Merger") proposed to be
implemented by means of a Court-sanctioned scheme of arrangement
between Belvoir and its shareholders pursuant to Part 26 of the Act
(the "Scheme").
Capitalised terms used in this
announcement have the meanings given to them in the scheme document
published by Belvoir on 24 January 2024 (the "Scheme
Document") unless the context
provides otherwise.
Scheme Effective
TPFG is pleased to note the
announcement released by Belvoir this afternoon that, following the
delivery of a copy of the Court Order to the Registrar of Companies
earlier today, the Scheme has now become Effective and,
accordingly, Belvoir is now a wholly-owned subsidiary of
TPFG.
Board changes
As set out in the Scheme Document,
the Combined Group Board will comprise of three executive directors
and four non-executive directors, excluding the Chair.
Consequently, the TPFG Board has
resolved to appoint and is very pleased to welcome, with immediate
effect, Jon Di-Stefano, Paul George and Michelle Brook as directors
of the Company. Further information on the new directors is set out
below.
Furthermore, Richard Martin, founder
of TPFG, and Phil Crooks, non-executive director since May 2015,
have each stepped down from the TPFG Board with immediate
effect. Richard Martin will take on a new role as Lifetime
President to continue to provide the Combined Group Board with
strategic advice. Phil has chaired the Audit and Risk Committee,
through a period of considerable growth with foresight and a keen
appreciation of the business model. The TPFG Board would like to
thank Richard and Phil for their significant contribution to TPFG's
achievements to date.
Admission of New TPFG Shares
Pursuant to the Merger, application
has been made for the 30,073,501 New TPFG Shares to be issued to
Belvoir Shareholders in consideration for the transfer of their
Scheme Shares pursuant to the Scheme to be admitted to trading on
AIM and it is expected that such admission will become effective at
8.00 a.m. tomorrow, 8 March 2024.
Following admission to trading of
the New TPFG Shares, the Company will have 62,328,508 ordinary
shares of one penny each ("Ordinary
Shares") in issue. The Company does
not hold any Ordinary Shares in treasury and all of the Ordinary
Shares have equal voting rights. The figure of 62,328,508 Ordinary
Shares represents the total voting rights in the Company and may be
used by shareholders as the denominator for the calculations by
which they can determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Disclosure Guidance and Transparency Rules of the
FCA.
Following the issue of New TPFG
Shares to Belvoir shareholders, David Raggett, a Director of TPFG,
will receive 403 New TPFG Shares, increasing his holding to 448,677
TPFG Shares.
Further information is provided
below in accordance with Article 19(3) of the UK Market Abuse
Regulation No 596/2014.
Enquiries:
The
Property Franchise Group PLC Gareth Samples
David Raggett
|
Tel: + 44
(0) 1202 405 549
|
Canaccord Genuity Limited
(Financial Adviser, Nominated Adviser and Joint Broker to
TPFG) Max Hartley
Harry Rees
|
Tel: + 44
(0) 20 7523 8000
|
Singer Capital Markets Advisory LLP
(Joint Broker to TPFG) Rick
Thompson
James Fischer
|
Tel: + 44
(0) 20 7496 3000
|
Alma Strategic Communications
(PR
Adviser to TPFG) Justine
James
Joe Pederzolli
Kinvara Verdon
|
Tel: + 44
(0) 20 3405 0205
propertyfranchise@almastrategic.com
|
Disclosure requirements of the AIM Rules for
Companies
The following information is
disclosed pursuant to Rule 17 and paragraph (g) of Schedule 2 of
the AIM Rules for Companies.
Jonathan ("Jon") Graham
Di-Stefano
Jonathan ("Jon") Graham Di-Stefano
(aged 49) is, or has been, a director or partner of the following
companies during the previous five years:
Current Directorships / Partnerships
|
Previous Directorships / Partnerships from the last 5
years
|
BELVOIR GROUP PLC
|
GLOUCESTER & DURHAM MANAGEMENT
COMPANY LIMITED
|
BRIGHTWELL SUSTAINABLE PROJECTS
LTD
|
TELFORD HOMES (CREEKSIDE)
LIMITED
|
BRIGHTWELL SOLUTIONS
LIMITED
|
TELFORD HOMES TRUSTEES
LIMITED
|
HEMPSEC LTD.
|
TELFORD HOMES LIMITED
|
GREENCORE HOMES LTD
|
TELFORD HOMES (INTERNATIONAL WAY)
LIMITED
|
CARAMEL HOMES LIMITED
|
TELFORD HOMES (MILL ROAD)
LIMITED
|
BELVOIR PROPERTY MANAGEMENT (U.K.)
LIMITED
|
CFN MANAGEMENT LIMITED
|
|
GREENFORD BLOCK 3 MANAGEMENT COMPANY
LIMITED
|
|
TELFORD HOMES (ALPERTON)
LIMITED
|
|
TELFORD HOMES (NORTH ACTON) NO.1
LIMITED
|
|
TELFORD HOMES (ALPERTON) NO.1
LIMITED
|
|
ST PAUL'S WAY CHP MANAGEMENT
LIMITED
|
|
WARTON MANAGEMENT LIMITED
|
|
TELFORD HOMES REGENERATION
DEVELOPMENTS HOLDINGS LIMITED
|
|
TELFORD HOMES CHRISP STREET
LIMITED
|
|
CITY NORTH FINSBURY PARK
LIMITED
|
|
TELFORD HOMES CITY NORTH
LIMITED
|
|
CITY NORTH (TELFORD HOMES)
LIMITED
|
|
STRATFORD CENTRAL MANAGEMENT
LIMITED
|
|
CHRISP STREET DEVELOPMENTS
LIMITED
|
|
TELFORD HOMES BALFRON TOWERS
LIMITED
|
|
BROADWAY CHAMBERS MANAGEMENT
LIMITED
|
|
ISLAND GARDENS LIMITED
|
|
STONE STUDIOS MANAGEMENT
LIMITED
|
|
CHRISP STREET MANAGEMENT
LIMITED
|
|
MANHATTAN PLAZA MANAGEMENT
LIMITED
|
|
LIMEHARBOUR RESIDENTS
LIMITED
|
|
CITY NORTH FINSBURY PARK RESIDENTIAL
MANAGEMENT COMPANY LIMITED
|
|
GALLIONS LIMITED
|
|
TELFORD (STRATFORD MANAGEMENT)
LIMITED
|
|
TELFORD HOMES (RODEN STREET)
LIMITED
|
|
CALDERS WHARF MANAGEMENT
LIMITED
|
|
URBAN&CIVIC PLC
|
|
ST PAUL'S WAY RESIDENTIAL MANAGEMENT
LIMITED
|
|
BERMONDSEY WORKS MANAGEMENT
LIMITED
|
As at 7 March 2024, Jon Di-Stefano
held no interest in the share capital of the Company.
However, as a result of the issue to him (or on his behalf) of New
TPFG Shares pursuant to the Merger, he is expected to have a
beneficial interest in 8,063 Ordinary Shares, representing
approximately 0.0001 per cent. of the enlarged issued share capital
of the Company.
Paul George
Paul George (aged 63) is, or has
been, a director or partner of the following companies during the
previous five years:
Current Directorships / Partnerships
|
Previous Directorships / Partnerships from the last 5
years
|
STRIP TINNING HOLDINGS
PLC
|
|
STRADELLA ROAD CONSULTANCY
LTD
|
|
BELVOIR GROUP PLC
|
|
As at 7 March 2024, Paul George held
no interest in the share capital of the Company. However, as
a result of the issue to him (or on his behalf) of New TPFG Shares
pursuant to the Merger, he is expected to have a beneficial
interest in 16,127 Ordinary Shares, representing approximately
0.0003 per cent. of the enlarged issued share capital of the
Company.
Michelle Jane
Brook
Michelle Jane Brook (aged 56) is, or
has been, a director or partner of the following companies during
the previous five years:
Current Directorships / Partnerships
|
Previous Directorships / Partnerships from the last 5
years
|
CLAYCLIFFE OFFICE PARK MANAGEMENT
LIMITED
|
BROOK HOLDINGS YORKSHIRE
LIMITED
|
BROOK FINANCIAL SERVICES
LTD
|
|
THE TIME GROUP LTD
|
|
TIME MORTGAGE EXPERTS LTD
|
|
TIME MORTGAGE EXPERTS 3
LIMITED
|
|
TIME MORTGAGE EXPERTS 2
LTD
|
|
BELVOIR GROUP PLC
|
|
BROOK MORTGAGE SERVICES
LIMITED
|
|
PURELY MORTGAGE CONSULTANTS
LIMITED
|
|
MAB (GLOUCESTER) LIMITED
|
|
As at 7 March 2024, Michelle Brook
held no interest in the capital of the Company. However, as a
result of the issue to her (or on her behalf) of New TPFG Shares
pursuant to the Merger, she is expected to have a beneficial
interest in 485,162 Ordinary Shares, representing approximately
0.0063 per cent. of the enlarged issued share capital of the
Company.
Save as disclosed above, there is no further information
required to be disclosed in respect of Jon Di-Stefano, Paul George
or Michelle Brook pursuant to Schedule 2, paragraph (g) of the AIM
Rules for Companies.
Disclosure in accordance with
Article 19(3) of the UK Market Abuse Regulation No
596/2014.
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
David Raggett
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Financial Officer
|
b)
|
Initial notification
/Amendment
|
Initial
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
The Property Franchise Group
plc
|
b)
|
LEI
|
2138008J5PTJ8C77I535
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted.
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary shares of 1 penny
each
ISIN: GB00BH0WFH67
|
b)
|
Nature of the transaction
|
Shares received as consideration
from all-share merger with Belvoir Group PLC
|
c)
|
Price(s) and volume(s)
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
|
e)
|
Date of the transaction
|
7 March 2024
|
f)
|
Place of the transaction
|
Outside a trading venue
|
Important
notices
Canaccord Genuity Limited, which, in the United Kingdom, is
authorised and regulated by the Financial Conduct Authority, is
acting exclusively for TPFG and no one else in connection with the
Merger and will not be responsible to anyone other than TPFG for
providing the protections afforded to clients of CGL nor for
providing advice in relation to the Merger or any other matter or
arrangement referred to in this announcement.
Time
All references to time in this announcement are to London
time, unless otherwise stated.