Scheme of Arrangement Effective

RNS Number : 9190S

Property Franchise Group PLC (The)

19 March 2021

 

19 March 2021

The Property Franchise Group PLC

(the "Company" or the "Group")

Scheme of Arrangement Effective, Issue of Equity, Hunters Acquisition Completed and Board Appointments

Scheme Effective, Issue of Equity and Hunters Acquisition Completed

The Company is pleased to announce that, following the Court sanctioning of the Scheme on 16 March 2021 in respect of the recommended acquisition by the Company of Hunters Property PLC ("Hunters") (the "Acquisition"), the Scheme has now become Effective. Accordingly, the Company has approved the issuance of 5,551,916 New TPFG Shares to Scheme Shareholders, to satisfy the share consideration payable in respect of the Acquisition.

Application has been made for the New TPFG Shares to be admitted to trading on AIM, which is expected to occur on 22 March 2021, after which the Acquisition will have completed.

Following Admission, the Company will have 31,374,666 ordinary shares admitted to trading on AIM. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The latest date for payment of the cash consideration payable in respect of the Acquisition is 2 April 2021.

Board Changes

As detailed in the Scheme Document dated 10 February 2021 (the "Scheme Document"), Glynis Frew and Dean Fielding join the board of the Company as Executive Director and independent Non-Executive Director respectively, with immediate effect. 

Glynis joined Hunters Estate Agents in 1999, leading as Chief Executive Officer since December 2016. With over 20 years of experience in property, Glynis has been instrumental in Hunters' growth into one of the industry's largest franchises.  Prior to joining Hunters, Glynis held a number of roles with blue chip companies including United Biscuits and PepsiCo, where she specialised in running key accounts, sales and training.

Dean Fielding was appointed a Non-Executive Director of Hunters Property Plc in April 2015. He joined GA Property Services in 1995 and became Finance Director of Your Move in 2002. Dean subsequently served as Group Finance Director of LSL Property Services Plc from 2004 to 2010, where he was responsible for the financial strategy and ensuring strong internal financial controls. Dean is also currently Chair of the charity Changing Lives.

Gareth Samples, Chief Executive Officer of The Property Franchise Group, commented:

"I am pleased to be completing the acquisition of Hunters and to be formally welcoming all of its franchisees and staff into the Group. We are the leading property franchise group in the UK, and one of the leaders in the wider estate agency sector, bringing a huge opportunity for further growth and development. Our management team and Board has also been significantly strengthened; the support we can provide to entrepreneurial estate and letting agents is now second to none. This is just the start of our journey and we have high ambitions for the future."

Further information required to be disclosed pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies:

Glynis Joan Frew, aged 64, is currently a director or partner of the following companies or partnerships:

Crayke Hall Consultancy Services Ltd

Hunters Property PLC

The Nikki Waterhouse Trust

Apollo House Pension Scheme

Hunters Property Group Limited

Hunters Franchising Limited

Hunters Partners Limited

Hunters Property Plc

Greenrose Network (Franchise) Limited

Greenrose Network Marketing Association

Hunters (Midlands) Limited

Hunters Financial Services Limited

Following Admission, Glynis will hold a total interest in 317,366 Ordinary Shares in the Company.

Dean Andrew Fielding, aged 55, is currently or has previously been a director or partner of the following companies or partnerships within the past five years:

Dexters London Limited

D. Fielding Limited

Hunters Property Plc

The Cyrenians Ltd York Arc Light Limited*

Hollinrake Fielding Limited*

*indicates previously a director in the past five years.

Dean Fielding was appointed a director of Professional Social Media Limited on 13 June 2012, an estate agency services company, at the time it was placed into liquidation pursuant to a creditors' voluntary liquidation. The liquidators, Paul Andrew Whitwam and Gary Edgar Blackburn of BWC Business Solutions LLP, 8 Park Place, Leeds LS1 2RU, were appointed by vote of the creditors on 14 October 2014. There was a deficiency of approximately £170,000 as regards creditors.

Following Admission, Dean will hold a total interest in 37,874 Ordinary Shares in the Company.

Save as disclosed above, there is no further information required to be disclosed pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies:

Unless otherwise defined, capitalised terms in this announcement shall have the same meaning as the Scheme Document, which is available to view on the Company's website at  https://thepropertyfranchisegroup.co.uk/investors

Publication on website

In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website at  https://thepropertyfranchisegroup.co.uk/investors  , by no later than 12.00 p.m. on the business day following this announcement.

Neither the contents of the Company's website, nor those of any other website accessible from hyperlinks on the Company's website, are incorporated into or form part of this announcement.

For further information, please contact:

The Property Franchise Group PLC   Gareth Samples, Chief Executive Officer David Raggett, Chief Financial Officer	01202 292829
Cenkos Securities plc Max Hartley (Nominated Adviser) Julian Morse (Sales)	0207 397 8900
Alma PR Susie Hudson  Justine James Harriet Jackson	0203 405 0205 [e-mail]

 

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