SCHEME EFFECTIVE

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 Gareth Samples David Raggett	Tel: + 44 (0) 1202 405 549
Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Joint Broker to TPFG) Max Hartley Harry 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 [e-mail]

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)	Price(s) Volume(s) - 403
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.

 

END