REG - Property FranchiseGp - SCHEME EFFECTIVE

Property FranchiseAnnouncement

07/03/2024 14:45

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RNS Number : 0484G  Property Franchise Group PLC (The)  07 March 2024

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                                  Tel: + 44 (0) 1202 405 549
 Gareth Samples

David Raggett
 Canaccord Genuity Limited                                         Tel: + 44 (0) 20 7523 8000

(Financial Adviser, Nominated Adviser and Joint Broker to TPFG)
 Max Hartley

Harry Rees
 Singer Capital Markets Advisory LLP                               Tel: + 44 (0) 20 7496 3000

 (Joint Broker to TPFG)
 Rick Thompson

 James Fischer
 Alma Strategic Communications                                     Tel: + 44 (0) 20 3405 0205

 (PR Adviser to TPFG)                                              propertyfranchise@almastrategic.com
 Justine James

 Joe Pederzolli

 Kinvara Verdon

 

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  Ordinary shares of 1 penny each

      Identification code

                                                                   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)

Price(s)  Volume(s)

                                                                   -    403
 d)   Aggregated information

      - Aggregated volume                                          N/A - single transaction

      - Price

 e)   Date of the transaction                                      7 March 2024

 f)   Place of the transaction                                     Outside a trading venue

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.

 

 

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