Response to Possible Merger Offer

RNS Number : 0970U

Property Franchise Group PLC (The)

19 October 2017

 

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 THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

19 October 2017

Property Franchise Group plc
(the "Company", "TPFG" or the "Group")

Response re. Possible Merger Offer

The board of directors of the Company (the "Board") notes the recent announcement issued by Belvoir Lettings plc ("Belvoir") regarding a possible merger offer with the Company (the "Possible Merger Offer"). The Board confirms that it previously received an approach from Belvoir regarding the Possible Merger Offer which was rejected.

The Board maintains its position that the Possible Merger Offer would not be in the best interests of TPFG's shareholders.  

A further announcement will be made in due course outlining the reasons why the Board believes that the Possible Merger Offer would not be in the best interests of the Company's shareholders as a whole.

Enquiries:

The Property Franchise Group Plc                          01202 292829
Ian Wilson, Chief Executive Officer
David Raggett, Chief Financial Officer

Cenkos Securities plc                                              020 7397 8925
Max Hartley (Nomad)

Rule 2.9 of the Code

Pursuant to Rule 2.9 of the Code, the Company confirms that, as at the close of business of 18 October 2017, the Company had 25,822,750 ordinary shares of 1 pence each in issue and admitted to trading on AIM and that the Company does not hold any shares in treasury. The International Securities Identification Number for the Company's ordinary shares is GB00BH0WFH67.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 pm (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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website www.propertyfranchise.co.uk  by no later than 12 noon on 20 October 2017. For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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