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

6 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")

COURT SANCTION OF THE SCHEME OF ARRANGEMENT

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.

Further to the announcement made on 15 February 2024 confirming that the Scheme, and certain matters relating to its implementation, had been duly approved by the Voting Scheme Shareholders and the Belvoir Shareholders at, respectively, the Court Meeting and the General Meeting, Belvoir is pleased to announce that the High Court of Justice has today sanctioned the Scheme.

It is anticipated that the Effective Date of the Scheme will be tomorrow, 7 March 2024, which is when delivery of a copy of the Court Order (together with a copy of the Scheme and all documents required to be annexed thereto (if any)) to the Registrar of Companies is expected to occur.

The last day of dealings in, and for the registration and transfer of, and disablement in CREST of, Belvoir Shares is expected to be today, 6 March 2024.  The Scheme Record Time is expected to be 6.00 p.m. today, 6 March 2024.  An application has been made for the suspension of trading in Belvoir Shares on AIM and such suspension is expected to take effect from 7.30 a.m. tomorrow, 7 March 2024. The cancellation of Belvoir Shares from admission to trading on AIM has also been applied for and will, subject to the Scheme becoming Effective, take effect at 7.00 a.m. on 8 March 2024.

On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid and entitlements to Scheme Shares held within the CREST system will be cancelled.

A further announcement will be made when the Scheme has become Effective.

The person responsible for arranging the release of this announcement on behalf of Belvoir is Louise George, 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 (or, if the Merger is, with the consent of the Panel (and subject to the terms of the Co-operation Agreement), implemented by way of a Takeover Offer, the Offer Document) which contains the full terms and conditions of the Merger.

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. If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

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. However, if TPFG exercises its right, with the consent of the Panel (and subject to the terms of the Co-operation Agreement), to implement the Merger by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by TPFG and no one else.

In accordance with normal UK practice and pursuant to Rule 14e-15(b) of the US Exchange Act, TPFG, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Belvoir outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside of the United States and would comply with applicable law and regulation, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

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 will be 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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.

Provision of information relating to Belvoir Shareholders

Belvoir Shareholders should note that addresses, electronic addresses and certain other information provided by them and other relevant persons for the receipt of communications from Belvoir may be provided to TPFG during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on websites, availability of hard copies and shareholder helpline

Pursuant to Rule 26 of the Takeover Code, a copy of this announcement and other documents in connection with the Merger will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at TPFG's and Belvoir's websites at, respectively, www.propertyfranchise.co.uk and www.belvoirgroup.com/offer-for-Belvoir/, by no later than 12 noon on the Business Day following this announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Belvoir Shareholders and participants in the Belvoir Share Schemes may request a hard copy of this announcement by contacting Belvoir's registrars, Computershare Investor Services PLC ("Computershare"), by: (i) submitting a request in writing to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom; or (ii) calling +44 (0) 370 707 1762. Belvoir Shareholders should also telephone this helpline with they have questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Phone lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.

Time

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

General

TPFG reserves the right to elect, with the consent of the Panel (where necessary), and subject to the terms and conditions of the Co-operation Agreement, to implement the Merger by way of a Takeover Offer for the entire issued and to be issued share capital of Belvoir not already held by TPFG as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Merger is effected by way of Takeover Offer, and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, TPFG intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Belvoir Shares in respect of which the Takeover Offer has not been accepted.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.