TPFG Property Franchise Group Plc (the)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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 OF ARRANGEMENT EFFECTIVE

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 ("Merger").  The Merger is to be implemented by means of a scheme of arrangement under Part 26 of the Act ("Scheme").  A circular in relation to the Scheme was published by Belvoir on 24 January 2024 ("Scheme Document").

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document.

On 15 February 2024, the Voting Scheme Shareholders and the Belvoir Shareholders approved the Scheme and certain matters relating to its implementation at, respectively, the Court Meeting and the General Meeting.  On 6 March 2024, Belvoir announced that the High Court of Justice had sanctioned the Scheme at the Court Sanction Hearing held earlier on the same date.

Belvoir is pleased to announce that following the delivery of a copy of the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto) to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.

Suspension and cancellation of trading of Belvoir Shares on the AIM market

As previously announced, dealings in Belvoir Shares were suspended with effect from 7.30 a.m. this morning, 7 March 2024.  As a result of the Scheme having become Effective, share certificates in respect of Scheme Shares will cease to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST are being cancelled.

An application has been made for the cancellation of the admission to trading of Belvoir Shares on AIM, which is expected to take effect at 7.00 a.m. tomorrow, 8 March 2024.

Belvoir is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Settlement and Admission of New TPFG Shares

In consideration for the transfer of the Scheme Shares to TPFG, Scheme Shareholders on the register of members of Belvoir at the Scheme Record Time, being 6.00 p.m. on 6 March 2024, will be entitled to receive 0.806377 New TPFG Shares for each Scheme Share held by them at the Scheme Record Time.

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of despatch of share certificates or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and uncertificated form, respectively) as soon as practicable (with CREST accounts expected to be credited on or shortly after 8.00 a.m. tomorrow, 8 March 2024) and in any event not later than 21 March 2024.

The admission of the New TPFG Shares to trading on AIM, and commencement of dealings in the New TPFG Shares, is expected to occur at 8.00 a.m. tomorrow, 8 March 2024.

The person responsible for arranging the release of this announcement on behalf of Belvoir is Jon Di-Stefano, a director of Belvoir.

Enquiries:

Important notices

Canaccord Genuity Limited ("CGL"), 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.

Cavendish Capital Markets Limited ("Cavendish"), which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Belvoir and no one else in connection with the Merger and will not be responsible to anyone other than Belvoir for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the Merger or any other matter or arrangement referred to in this announcement.

Further information

This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus exempted document. 

The Merger is being made solely by means of the Scheme Document, which contains the full terms and conditions of the Merger. Any decision in respect of, or other response to, the Merger should, in the case of Belvoir Shareholders, be made only on the basis of the information in the Scheme Document.

Overseas shareholders

The release, publication or distribution of this announcement and the allotment and issue of the New TPFG Shares in jurisdictions other than the United Kingdom may be restricted by law and/or regulation. No action has been taken by Belvoir or TPFG to obtain any approval, authorisation or exemption to permit the allotment or issue of the New TPFG Shares or the possession or distribution of this announcement in any jurisdiction, other than in the United Kingdom.

Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by TPFG or required by the Takeover Code, and permitted by applicable law and regulation, the New TPFG Shares to be issued pursuant to the Merger to Belvoir Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.  Copies of this announcement and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. 

The availability of the New TPFG Shares to persons who are not resident in the United Kingdom may be affected by the laws and/or regulations of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

This announcement has been prepared for the purposes of complying with English law, the Takeover Code, the Rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Notice to US holders of Belvoir Shares

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this announcement, any of the proposals described in this announcement or the New TPFG Shares or passed an opinion on the accuracy or the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The Merger relates to shares of an English company with a quotation on AIM and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the U.S. Securities Exchange Act of 1934 (the "US Exchange Act").  Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules.

The New TPFG Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New TPFG Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom.  The New TPFG Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. US Belvoir Shareholders who are affiliates of TPFG after the Effective Date will be subject to certain US transfer restrictions relating to the New TPFG Shares received pursuant to the Scheme. For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), the Court's sanctioning of the Scheme will be relied upon by TPFG as an approval of the Scheme following a hearing on its fairness to Belvoir Shareholders.The receipt of New TPFG Shares and cash pursuant to the Merger by a US Belvoir Shareholder may be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each Belvoir Shareholder is urged to consult his independent professional advisor immediately regarding the tax consequences of the Merger.

It may be difficult for US Belvoir Shareholders to enforce their rights and claims arising out of the US federal securities laws, since TPFG and Belvoir are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States.  US Belvoir Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Cautionary note regarding forward looking statements

This announcement contains certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of Belvoir or the Belvoir Group and TPFG or the TPFG Group and certain plans and objectives of the Belvoir Board and the TPFG Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Belvoir Board and the TPFG Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements. 

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the Panel, the FCA, the London Stock Exchange, the AIM Rules, or any other applicable law and/or regulation, Belvoir and TPFG assume no obligation to update or correct the information contained in this announcement.

Time

All references to time in this announcement are to London time, unless otherwise stated.