TPFG Property Franchise Group Plc (the)

3 June 2024

THE PROPERTY FRANCHISE GROUP PLC

(the "Company" or the "Group")

Acquisition of The Guild of Property Professionals and Fine & Country

Earnings enhancing network expansion

The Property Franchise Group PLC (AIM: TPFG), the UK's largest multi-brand property franchisor, is pleased to announce the acquisition of the entire issued share capital of both GPEA Limited and associated companies, trading as The Guild of Property Professionals ("The Guild") and as Fine & Country, (together the "Acquisition") for a total consideration of approximately £20 million.  The consideration is split with £15 million payable in cash on completion and £5 million payable on the first anniversary of completion of the Acquisition.

Highlights

·    The Guild and Fine & Country provide services to a total of 1,036 outlets, of which 65 are international outlets

·    In the year ended 31 December 2023, the Acquisition produced audited revenues of £13.2 million, audited EBITDA of £3.5 million and PBT of £3.3 million

o  73% of FY2023 revenues were from recurring memberships and licences

·    Total consideration represents c.5.7x 2023 audited EBITDA

·    Initial consideration of approximately £15 million, payable in cash, has been funded through a new facility with Barclays Bank  

·    Post-Acquisition leverage for the Group will be below 1x FY2023 pro forma adjusted EBITDA

·    The Acquisition fits within the Group's strategy to acquire accretive businesses with complementary and recurring revenue streams which deliver network expansion and geographic growth

·    Well regarded and experienced management team, including Iain Mackenzie, who will remain with the businesses

·    Expected to be immediately earnings enhancing

Gareth Samples, CEO of TPFG, commented: "The Acquisition continues to deliver on our wider strategy of delivering breadth and depth to our network. It further enhances TPFG's recurring revenue streams, adds the additional dimension of licensing to its platform and one significant complementary service, printed marketing materials.  I am really excited about working alongside Iain McKenzie and the team to continue the growth across the Group and providing additional benefits to our network."

Iain McKenzie, CEO of the Guild and Fine & Country added: "I am genuinely delighted and excited by the opportunities created by our two businesses coming together; placing The Guild and Fine & Country under an established and growing organisation, broadening TPFG's geographical footprint.  We have a proven track record of delivering innovation and marketing services across our network, and, as a consequence of now being part of a larger group, our customers will benefit from existing supplier partnerships, allowing us to introduce significant additional benefits."

Background to and Rationale for the Acquisition

Having successfully completed the transformational merger with Belvoir in March 2024, the Group continues to deliver against its acquisition strategy.  The Acquisition of The Guild and Fine & Country from Nurtur.Group Limited represents an opportunity to further accelerate growth through additional recurring network income.  With the initial consideration of £15 million payable in cash funded from the Group's debt facility, the Acquisition will be immediately earnings accretive.  Following completion, the balance sheet remains strong and overall leverage post completion will remain below one times adjusted pro forma EBITDA for FY2023*. 

* FY2023 pro forma adjusted EBITDA of £23.2 million, including Belvoir which was acquired in March 2024. 

Group pro-forma income statement highlights

* Includes Belvoir financials for both 2022 and 2023

The Acquisition broadens TPFG's existing network of 910 outlets, increasing the combined network to over 1,946 outlets and brings highly complementary expertise to the Group. The Acquisition immediately strengthens TPFG's reach and its marketing and, for the first time, delivers an international footprint.

The Guild is a well-known and longstanding brand, established some 30 years ago, which supports its network of 778 outlets with a range of services and benefits.  These include marketing, compliance, and training. 

Fine & Country supports its licensees with the technologies, market insight and marketing capabilities of a global brand and operates in 193 locations across the UK and a further 65 across Europe, Africa, Asia, and Australia.

Through its brands and complementary networks divisions, TPFG's platform will allow its newest partners access to additional benefits and services.  TPFG will be gaining access to the 20 strong team of marketing professionals who have so successfully driven the growth in The Guild and Fine & Country.     

The two businesses will continue to operate under their existing brands.  The experienced management teams in each of The Guild and Fine & Country will remain in situ to continue to support their network division.

There will be no changes to the Board of TPFG following completion of the Acquisition.

Consideration and New Debt Facility

TPFG is paying an initial consideration of £15 million ("Initial Consideration"), payable in cash on completion, subject to customary adjustments, funded through a draw down on TPFG's new debt facility with Barclays Bank.

To fund the Acquisition and support future growth, TPFG has entered into a new debt facility with Barclays for up to £27 million, of which £15 million is being drawn to fund the Initial Consideration. 

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

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About The Property Franchise Group PLC:

The Property Franchise Group PLC (AIM: TPFG) is the UK's largest multi-brand property franchisor, with a network of over 910 lettings and estate agency businesses delivering high quality services to residential clients, combined with an established Financial Services business.

The Company was founded in 1986 and has since strategically grown to a diverse portfolio of 16 brands operating throughout the UK, comprising longstanding high-street focused brands and two hybrid brands. The Property Franchise Group is also a member of two leading mortgage networks through its mortgage brokers, Brook Financial (MAB) and The Mortgage Genie (Primis).

TPFG's brands are: Belvoir, CJ Hole, Country Properties, Ellis & Co, EweMove, Hunters, Lovelle, Martin & Co, Mr and Mrs Clarke, Mullucks, Newton Fallowell, Nicholas Humphreys, Northwood, Parkers, and Whitegates and following this acquisition will include Fine & Country and The Guild of Property Professionals.

Headquartered in Bournemouth, the Company was listed on AIM on the London Stock Exchange in 2013. More information is available at www.propertyfranchise.co.uk