Last checked at 7 Mar 2024 14:44
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 arrangementpursuant 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 SamplesDavid Raggett | Tel: + 44 (0) 1202 405 549 |
Canaccord Genuity Limited(Financial Adviser, Nominated Adviser and Joint Broker to TPFG) Max HartleyHarry 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.