Recommended All-Share Merger With Belvoir Group
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EXEMPTED DOCUMENT AND TPFG SHAREHOLDERS AND BELVOIR SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE MERGER AND THE NEW TPFG SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE TPFG CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
10 January 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
Summary of the Merger
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The boards of The Property Franchise Group PLC ("TPFG") and Belvoir Group |
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The Combined Group will benefit from increased scale with more than 930 property franchise locations, managing approximately 152,000 tenanted properties across the UK and will be expected to sell more than 28,000 properties per annum. |
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For the financial year ended 31 December 2022, TPFG and Belvoir together generated in excess of £60 million in combined revenue (of which approximately 41 per cent. was recurring), with management service fees of approximately £27 million and adjusted EBITDA of approximately £22.5 million. |
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The Combined Group would have a market capitalisation of approximately £214.4 million, if the Merger had been completed as at the Latest Practicable Date. |
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The Combined Group Board will comprise, among others, Gareth Samples (TPFG Chief Executive Officer), David Raggett (TPFG Chief Financial Officer) and Michelle Brook (Belvoir executive director), with Paul Latham (TPFG Chair) as the Combined Group's Chair. |
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Upon completion of the Merger, Belvoir Shareholders will hold approximately 48.25 per cent. and TPFG Shareholders will hold approximately 51.75 per cent. of the enlarged issued share capital of TPFG. |
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The Merger is to be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act. |
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Under the terms of the Merger, each Scheme Shareholder will be entitled to receive: |
for each Belvoir Share : 0.806377 New TPFG Shares
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Based on the Exchange Ratio and the Closing Price of 344.0 pence per TPFG Share on the Latest Practicable Date, the Merger values each Belvoir Share at approximately 277.4 pence, comprising an equity value of Belvoir's entire issued ordinary share capital as at the Latest Practicable Date of approximately £103.5 million and TPFG's entire issued ordinary share capital as at the Latest Practicable Date of approximately £111.0 million. |
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The Merger is supported by a Belvoir Shareholder which has irrevocably undertaken to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting, in connection with the implementation of the Merger, in respect of 6,174,431 Scheme Shares, representing approximately 16.6 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date. |
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In addition, certain Belvoir Shareholders have provided TPFG with non-binding letters of intent, confirming their intention to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting in respect of, in aggregate, 3,424,555 Belvoir Shares, representing approximately 9.2 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date. |
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The Belvoir Directors who are interested in Belvoir Shares have also given irrevocable undertakings to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting in respect of, in aggregate, 2,026,986 Scheme Shares, representing approximately 5.4 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date. |
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The Merger is, therefore, supported by Belvoir Shareholders (whether under irrevocable undertakings or letters of intent) interested, in aggregate, in 11,625,972 Scheme Shares, representing approximately 31.2 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date. |
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The successful implementation of the Merger also requires the passing of a vote by TPFG Shareholders. The Merger is supported by a TPFG Shareholder which has irrevocably undertaken to vote, or procure the vote, in favour of the TPFG Resolution to be proposed at the TPFG General Meeting in respect of 5,627,364 TPFG Shares, representing approximately 17.4 per cent. of the issued share capital of TPFG as at the Latest Practicable Date. |
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In addition, certain TPFG Shareholders have provided TPFG with non-binding letters of intent, confirming their intention to vote in favour of the TPFG Resolution to be proposed at the TPFG General Meeting in respect of, in aggregate, 4,908,377 TPFG Shares, representing approximately 15.2 per cent. of the issued share capital of TPFG as at the Latest Practicable Date. |
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The TPFG Directors who are interested in TPFG Shares have also given irrevocable undertakings to vote, or procure the vote, in favour of the TPFG Resolution to be proposed at the TPFG General Meeting in respect of, in aggregate, 7,762,895 TPFG Shares, representing approximately 24.1 per cent. of the issued share capital of TPFG as at the Latest Practicable Date. |
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In aggregate, therefore, TPFG Shareholders interested in 18,298,636 TPFG Shares, representing approximately 56.7 per cent. of the issued share capital of TPFG as at the Latest Practicable Date, have committed, or indicated their intention, to vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting. |
Recommendation of the Belvoir Directors
The Belvoir Directors, who have been so advised by Cavendish as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its advice, Cavendish has taken into account the commercial assessments of the Belvoir Directors. Cavendish is providing independent advice to the Belvoir Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Belvoir Directors intend unanimously to recommend that Belvoir Shareholders vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting, as each of the Belvoir Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in Belvoir Shares (and those of their connected persons) amounting to, in aggregate, 2,026,986 Belvoir Shares, representing approximately 5.4 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date.
Recommendation of the TPFG Directors
The TPFG Directors consider the Merger to be in the best interests of TPFG and the TPFG Shareholders as a whole and intend unanimously to recommend that TPFG Shareholders vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting, as each of the TPFG Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in TPFG Shares (and those of their connected persons) amounting to, in aggregate, 7,762,895 TPFG Shares, representing approximately 24.1 per cent. of the issued share capital of TPFG as at the Latest Practicable Date.
Timetable and Conditions
It is intended that the Merger will be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act (although the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Merger by way of an Offer is reserved).
It is expected that the Scheme Document, containing further information about the Merger and notices of the Court Meeting and the Belvoir General Meeting, together with the associated Forms of Proxy, will be posted, or otherwise made available, to Belvoir Shareholders within 28 days of the date of this Announcement (or such later date as TPFG, Belvoir and the Panel may agree).
It is expected that the TPFG Circular will be posted, or otherwise made available, to TPFG Shareholders at a similar time as the Scheme Document is posted, or otherwise made available, to Belvoir Shareholders, with the TPFG General Meeting intended to be held before the Belvoir Meetings.
To become Effective, the Scheme will also need, amongst other things, to be sanctioned by the Court and, following such sanction, a copy of the Scheme Court Order will need be delivered to the Registrar of Companies for registration. The Scheme will become Effective upon such delivery.
The Merger is currently expected to become Effective during the first quarter of 2024, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. An expected timetable of key events relating to the Merger will be set out in the Scheme Document.
Comments on the Merger
Commenting on the Merger, Paul Latham, Non-Executive Chairman of TPFG, said:
"I am delighted to confirm that we have reached an agreement with the Belvoir Board and major Belvoir Shareholders on the Merger with Belvoir. We believe that the Merger represents a compelling opportunity for all shareholders.
"Belvoir brings further breadth through its nationwide network and a financial services business which will be complementary to our current offering. The Merger will enable us to continue to grow in the sector and, ultimately, deliver greater value to shareholders of the Combined Group."
Commenting on the Merger, Jon Di-Stefano, Non-Executive Chairman of Belvoir, said:
"The merger of Belvoir and TPFG combines two businesses with much in common, each supporting a network of entrepreneurial franchises, and will create one of the UK's largest multi-brand lettings and estate agency groups combined with a growing financial services business. With their complementary geographic footprints providing both scale and diversification across a variety of high street and hybrid brands combined with high levels of recurring revenue, we feel sure that the Combined Group will provide a robust platform from which to grow."
This summary should be read in conjunction with, and is subject to, the full text of this Announcement, including the Appendices to it. The Merger will be subject to the Conditions and the further terms set out in Appendix I to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the bases and sources of certain information used in this summary and in this Announcement. Appendix III to this Announcement contains a summary of the irrevocable undertakings and letters of intent received by TPFG in connection with the Merger. Appendix IV contains definitions of certain terms used in this summary and in this Announcement. Appendix V contains details of the FY23 TPFG Profit Forecast.
Advisers
Canaccord Genuity Limited is acting as financial adviser to TPFG in respect of the Merger. Osborne Clarke LLP is acting as legal adviser to TPFG in respect of the Merger.
Cavendish Capital Markets Limited is acting as financial adviser to Belvoir in respect of the Merger. Addleshaw Goddard LLP is acting as legal adviser to Belvoir in respect of the Merger.
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Enquiries: The Property Franchise Group PLC |
Tel: + 44 (0) 1202 405 549 |
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Canaccord Genuity Limited |
Tel: + 44 (0) 20 7523 8000 |
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Singer Capital Markets (Joint Broker to TPFG) James Fischer |
Tel: + 44 (0) 20 7496 3000 |
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Alma PR (PR Adviser to TPFG) Joe Pederzolli Kinvara Verdon |
Tel: + 44 (0) 20 3405 0205 propertyfranchise@almastrategic.com |
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Belvoir Group PLC |
Tel: + 44 (0) 1476 584 900 |
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Cavendish Capital Markets Limited Edward Whiley |
Tel: + 44 (0) 20 7886 2500 |
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Buchanan (PR Adviser to Belvoir) |
Tel: + 44 (0) 20 7466 5000 |
The person responsible for arranging the release of this Announcement under UK MAR on behalf of:
· TPFG is Gareth Samples, a director of TPFG; and
· Belvoir is Louise George, a director of Belvoir.
Important notices
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 will be 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 an Offer, the Offer Document) which will contain the full terms and conditions of the Merger, including details of how to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting. Any decision in respect of, or other response to, the Merger should be made only on the basis of the information in the Scheme Document (or, if the Merger is implemented by way of an Offer, the Offer Document) and the TPFG Circular.
The Scheme Document will be published and sent to Belvoir Shareholders (other than Belvoir Shareholders in Restricted Jurisdictions) and, for information only, to participants in the Belvoir Share Schemes as soon as practicable and, in any event, within 28 days of this Announcement (or such later date as TPFG, Belvoir and the Panel may agree).
The Belvoir Board and the TPFG Board urge Belvoir Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information in relation to the Merger, the New TPFG Shares and the Combined Group.
TPFG will prepare the TPFG Circular to be distributed to TPFG Shareholders. The TPFG Board urges TPFG Shareholders to read the TPFG Circular carefully when it becomes available.
Financial advisers
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.
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 and no person may vote in favour of the Merger by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of 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. Doing so may render invalid any related purported vote in respect of the Merger. If the Merger is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the 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 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.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
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 US Securities Exchange Act of 1934. 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 an Offer, such 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 an 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 Offer during the period in which such 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 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), Belvoir will advise the Court that its 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.
No profit forecasts or estimates or quantified financial benefits statement
The FY23 TPFG Profit Forecast is a profit forecast for the purpose of Rule 28 of the Takeover Code. The FY23 TPFG Profit Forecast, the assumptions and basis of preparation on which the FY23 TPFG Profit Forecast is based and the TPFG Directors' confirmation as required by Rule 28 of the Takeover Code, are set out in Appendix V of this Announcement.
Other than the FY23 TPFG Profit Forecast, no statement in this Announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for TPFG or Belvoir, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TPFG or Belvoir, as appropriate.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, TPFG confirms that, as at the Latest Practicable Date, it has 32,255,007 TPFG Shares in issue and no TPFG Shares are held in treasury. The International Securities Identification Number for TPFG Shares is GB00BH0WFH67.
In accordance with Rule 2.9 of the Takeover Code, Belvoir confirms that, as at the Latest Practicable Date, it has 37,309,437 Belvoir Shares in issue, of which 14,845 Belvoir Shares are held in treasury. The International Securities Identification Number for Belvoir Shares is GB00B4QY1P51.
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.
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, accountant 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.
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 and availability of hard copies
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 https://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. 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.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Time
All references to time in this Announcement are to London time, unless otherwise stated.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EXEMPTED DOCUMENT AND TPFG SHAREHOLDERS AND BELVOIR SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE MERGER AND THE NEW TPFG SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE TPFG CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
10 January 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
1. Introduction
The TPFG Board and the Belvoir Board are today pleased to announce that they have reached agreement on the terms of a recommended all-share merger of TPFG and Belvoir, 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.
2. The Merger
Under the terms of the Merger, which will be subject to the Conditions and the further terms set out in Appendix I to this Announcement and the full terms and Conditions to be set out in the Scheme Document, Scheme Shareholders on the register of members of Belvoir at the Scheme Record Time will be entitled to receive:
for each Belvoir Share : 0.806377 New TPFG Shares
Based on the Exchange Ratio and the Closing Price of 344.0 pence per TPFG Share on the Latest Practicable Date, the Merger values each Belvoir Share at approximately 277.4 pence, comprising an equity value of Belvoir's entire issued ordinary share capital as at the Latest Practicable Date of approximately £103.5 million and TPFG's entire issued ordinary share capital as at the Latest Practicable Date of approximately £111.0 million.
Upon completion of the Merger, Belvoir Shareholders will hold approximately 48.25 per cent. and TPFG Shareholders will hold approximately 51.75 per cent. of the enlarged issued share capital of TPFG. The Combined Group would have a market capitalisation of approximately £214.4 million, if the Merger had been completed as at the Latest Practicable Date.
It is intended that the Merger will be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act (although the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Merger by way of an Offer is reserved).
It is expected that the Scheme Document, containing further information about the Merger and notices of the Court Meeting and the Belvoir General Meeting, together with the associated Forms of Proxy, will be posted, or otherwise made available, to Belvoir Shareholders within 28 days of the date of this Announcement (or such later date as TPFG, Belvoir and the Panel may agree).
It is expected that the TPFG Circular will be posted, or otherwise made available, to TPFG Shareholders at a similar time as the Scheme Document is posted, or otherwise made available, to Belvoir Shareholders, with the TPFG General Meeting intended to be held before the Belvoir Meetings.
To become Effective, the Scheme will also, amongst other things, need to be sanctioned by the Court and, following such sanction, a copy of the Scheme Court Order will need be delivered to the Registrar of Companies for registration. The Scheme will become Effective upon such delivery.
The Merger is currently expected to become Effective during the first quarter of 2024, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. An expected timetable of key events relating to the Merger will be set out in the Scheme Document.
The New TPFG Shares will be allotted and issued credited as fully paid and will rank pari passu in all respects with the TPFG Shares in issue at the time the New TPFG Shares are allotted and issued pursuant to the Merger, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. Application will be made to the London Stock Exchange for the New TPFG Shares to be admitted to trading on AIM.
If, on or after the date of this Announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the Belvoir Shares, TPFG reserves the right (without prejudice to any right of TPFG to invoke the Condition in sub-paragraph 3(g)(ii) of Part A of Appendix I) to reduce the consideration payable under the terms of the Merger for the Belvoir Shares by way of an adjustment to the Exchange Ratio to reflect the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Scheme Document to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted. If TPFG exercises this right in respect of any dividend and/or other distribution and/or other return of capital, Belvoir Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or other return of capital. Any exercise by TPFG of its rights referred to in this paragraph 2 shall be the subject of an announcement via a Regulatory Information Service and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Merger.
3. Irrevocable undertakings and letters of intent
Belvoir Shares
The Belvoir Directors who are interested in Belvoir Shares have given irrevocable undertakings to TPFG to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting in respect of their interests (and those of their connected persons) in Belvoir Shares amounting, in aggregate, to 2,026,986 Belvoir Shares, representing approximately 5.4 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date. All of these undertakings remain binding, even in the event of a higher competing offer for Belvoir, unless the Scheme lapses or is withdrawn.
TPFG has also received an irrevocable undertaking to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting from a Belvoir Shareholder in respect of 6,174,431 Belvoir Shares, representing approximately 16.6 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date.
In addition, certain Belvoir Shareholders have provided TPFG with non-binding letters of intent, confirming their intention to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting in respect of, in aggregate, 3,424,555 Belvoir Shares, representing approximately 9.2 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date.
Accordingly, TPFG has received irrevocable undertakings and non-binding letters of intent from Belvoir Shareholders to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting in respect of, in aggregate, 11,625,972 Belvoir Shares, representing approximately 31.2 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date.
Further details of these irrevocable undertakings and non-binding letters of intent (including the circumstances when the irrevocable undertakings cease to be binding) are set out in paragraph 1 of Appendix III to this Announcement.
TPFG Shares
TPFG has also received irrevocable undertakings to vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting from all of the TPFG Directors who are interested in TPFG Shares, in respect of their own interests in TPFG Shares (and the interests of their connected persons) amounting, in aggregate, to 7,762,895 TPFG Shares, representing approximately 24.1 per cent. of the issued share capital of TPFG as at the Latest Practicable Date. All of the TPFG Directors support the Merger and intend to recommend it to TPFG Shareholders, as further referred to in paragraph 13 below.
TPFG has also received an irrevocable undertaking to vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting from a TPFG Shareholder in respect of a total of 5,627,364 TPFG Shares representing approximately 17.4 per cent. of the issued share capital of TPFG as at the Latest Practicable Date.
In addition, certain TPFG Shareholders have provided TPFG with non-binding letters of intent, confirming their intention to vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting in respect of, in aggregate, 4,908,377 TPFG Shares, representing approximately 15.2 per cent. of the issued share capital of TPFG as at the Latest Practicable Date.
Accordingly, TPFG has received irrevocable undertakings and non-binding letters of intent from TPFG Shareholders to vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting in respect of, in aggregate, 18,298,636 TPFG Shares, representing approximately 56.7 per cent. of the issued share capital of TPFG as at the Latest Practicable Date.
Further details of these irrevocable undertakings and non-binding letters of intent (including the circumstances when the irrevocable undertakings cease to be binding) are set out in paragraph 2 of Appendix III to this Announcement.
4. Information on TPFG and current trading
TPFG is a leading property franchisor in the UK and manages a substantial estate agency network and portfolio of lettings properties. TPFG was founded in 1986 and has since grown to encompass a diverse portfolio of nine franchised estate agency brands operating throughout the UK (excl. Northern Ireland) across approximately 600 franchised locations, including longstanding high-street focused brands and a hybrid, no sale no fee agency.
TPFG's main brands are Martin & Co, EweMove, Hunters, CJ Hole, Ellis & Co, Parkers, Whitegates, Mullucks and Country Properties.
TPFG adopted a franchise model in 1995 and has enjoyed a high level of franchisee retention. The TPFG Group's original brand is Martin & Co, a business started as an estate agency in Yeovil by Richard and Kathy Martin in 1986. The Martins then added a lettings service and, in 1995, began to franchise their business model.
TPFG is a public company quoted on AIM (AIM: TPFG) with a market capitalisation of approximately £111.0 million as at the Latest Practicable Date. TPFG was admitted to trading on AIM in December 2013.
In the three financial years ended 31 December 2022, TPFG grew its revenues by approximately 137 per cent. from £11.5 million to £27.2 million and increased its adjusted EBITDA by approximately 107 per cent. from £5.7 million to £11.8 million. Primarily, this growth has been achieved by strategic acquisitions, with organic growth contributing 30 per cent. of the revenue increase. Most recently, these acquisitions have included The Mortgage Genie Limited in September 2021, which grew the number of financial services advisers serving the TPFG Group's network; and the more sizeable acquisition of Hunters Property plc earlier in the same year, which enabled an enhancement of the value proposition to franchisees and customers, while building a stronger and more efficient franchised network. Looking back further, in 2016, the TPFG Group completed the acquisition of EweMove which expanded the TPFG Group's offering to include a hybrid estate agency model, and, in 2014, the acquisition from the Legal & General group of four well-known and established regional franchisors, which marked the commencement of the TPFG Board's multi brand strategy.
On 12 September 2023, TPFG published its unaudited interim financial results for the six months ended 30 June 2023 reporting robust revenues of £13.2 million. The TPFG Group's profit before tax position increased to £4.2 million from the previous year when it was £3.8 million. The TPFG Group's balance sheet had a net cash position of £0.7 million at 30 June 2023 (30 June 2022: net debt £2.6 million) and net cash generated from operations of approximately £2.5 million. Since 30 June 2023, TPFG has continued to trade in line with the TPFG Board's expectations.
5. Information on Belvoir and current trading
Belvoir was founded in 1995 and admitted to trading on AIM in 2012 (AIM: BLV), with a market capitalisation of approximately £95.7 million as at the Latest Practicable Date. Belvoir is a leading UK property, mortgage and franchise group operating through two divisions: a network of property franchisees and a network of mortgage advisers which, together, combine to support customers throughout their property transactions. Belvoir's central office is located in Grantham, Lincolnshire.
On the property franchising side, Belvoir comprises a nationwide network of 333 locations across six varied brands specialising in residential lettings, property management and residential sales. The brands comprise Belvoir, Newton Fallowell, Lovelle, Nicholas Humphreys, Northwood and Mr and Mrs Clarke which, combined, completed 4,177 transactions during the first half of the financial year ended 31 December 2023 (FY22: 10,970) and currently manage approximately 75,500 rental properties.
Belvoir's financial services division was started in 2017, with the acquisition of Brook Financial Services, and now trades principally as the largest appointed representative of the Mortgage Advice Bureau, one of the UK's leading networks for mortgage intermediaries. Belvoir has extended its financial services footprint through organic growth and a number of subsequent acquisitions (MAB Gloucester (2018), Purely Mortgage Consultants (2019), Nottingham Mortgage Services (2021), Time Mortgage Experts (2022), BMA Bristol (2023) and MAB South West (2023)). Belvoir's financial services division which wrote 18,329 mortgages in FY22 (FY21: 16,585) now comprises a network of 308 advisers.
Belvoir's business model is built on many years' experience of running central office and field support, tailored to the needs of its different brands, ensuring that franchisees have the knowledge, training and tools they need to grow their businesses, enabling them to be responsive and entrepreneurial in their local markets.
The reliability of the recurring revenue stream, underpinned by its strong bias towards lettings, has enabled Belvoir's management team to deliver success in varied and often difficult market conditions, not least during the 2020 Covid-19 pandemic and the current cost-of-living crisis. Indeed, Belvoir prides itself on an unbroken 26 year record (to 31 December 2022) of profit growth.
As well as acquisitions at the corporate level (which have been instrumental in the development of its property franchising and financial services divisions), Belvoir is also highly committed to its assisted acquisitions growth strategy, first launched in 2014, whereby franchisees are encouraged to grow their businesses, drawing upon commercial and financial support from Belvoir itself. This strategy is primarily focused on franchisees acquiring lettings books from local competitors. Over the period from 2014 to the end of 2022, Belvoir has supported 126 such transactions, which have been an important contributor to an average management service fee per office increase of 68 per cent. over the same period. A further 13 assisted acquisitions were completed during the first half of 2023, adding £3.5 million to overall franchise revenue, with a healthy pipeline of further opportunities.
In the three financial years ended 31 December 2022, the Belvoir Group grew its revenue by approximately 75 per cent. from £19.3 million to £33.7 million and increased its adjusted EBITDA by approximately 60 per cent. from £6.7 million to £10.7 million.
In the half year period to 30 June 2023, Belvoir produced a strong performance, despite continuing challenging market conditions, with group revenue increasing by 3 per cent. to £15.9 million (30 June 2022: £15.4 million), growing profit before tax by 10 per cent. to £4.4 million (30 June 2022: £4.0 million) and earnings per share by 3 per cent. to 9.0 pence (30 June 2022: 8.7 pence), evidencing the resilient qualities of its business model. Belvoir reported £0.4 million of net cash having generated net cash from operations of approximately £2.9 million and settled its remaining bank debt of £2 million in March 2023. Since 30 June 2023, the Belvoir Group has continued to trade comfortably in line with the Belvoir Board's expectations.
6. Background to and reasons for the Merger
The TPFG Board has intended, since TPFG's admission to AIM, that part of TPFG's growth will be achieved through the acquisition of other franchise businesses. It has monitored and admired Belvoir's progress since its admission to AIM in 2012 and noted that it has both adopted strategies that TPFG was similarly pursuing and developed new strategies. The TPFG Board believes there is a lot in common between TPFG and Belvoir, starting with the scale of its property franchising model, which makes it a compelling merger partner.
Belvoir is a major property franchise group in the UK with 333 locations across six brands, specialising in residential lettings, property management, and residential sales. It also has a substantial property-related financial services business of 308 advisers trading under the MAB brand accounting for approximately 15 per cent. of advisers within MAB's mortgage network.
The TPFG Board believes that Belvoir is a complementary business. It has performed at a similar financial level to TPFG over the last decade demonstrating a robust model, consistent growth, a good earnings quality and strong conversion of EBITDA into cash. Belvoir has been particularly resilient in the face of both sector and wider economic challenges over the same time period. These are factors that the TPFG Board believes can be enhanced through the increased scale of the Combined Group and TPFG's own successes in continually generating high quality operating margins and returns on capital invested to create one of the leading entities in the UK property franchising sector. Based on the financial year ended 31 December 2022, the Combined Group generated in excess of £60 million in combined revenue (of which approximately 41 per cent. was recurring), with management service fees of approximately £27 million and adjusted EBITDA of approximately £22.5 million.
The terms of the Merger enable Belvoir Shareholders to exchange their Belvoir Shares for New TPFG Shares, allowing Belvoir Shareholders to participate in the future capital and income returns of the Combined Group.
The TPFG Board anticipates that the Combined Group's customers and wider stakeholders will benefit from increased scale, breadth of offering and diversity of brands, and improved geographical reach as outlined further below.
Enhanced scale and geographic reach
The Combined Group, which operates in a highly fragmented UK market, will benefit from increased scale with more than 930 locations, managing approximately 152,000 tenanted properties across the UK (excl. Northern Ireland) and will be expected to sell more than 28,000 properties per annum.
Traditionally, property franchisors have tended to remain focussed in regions where they were established. For example, Belvoir, EweMove and Hunters have always been more northern-focused and Martin & Co and Northwood more southern-focused. As a result of the Merger, the geographic spread of the Combined Group would be enhanced and diversified, which the TPFG Board expects will provide more opportunities for franchisees to serve customers showing an interest in the Combined Group's services via the various platforms.
Furthermore, the TPFG Directors believe that the Merger provides significant opportunities to exploit the existing and additional income streams within the Combined Group that come from converting independent estate and lettings agents into new franchise operations, assisting franchisees in the purchase of managed portfolios of tenanted properties, helping franchisees to expand into new territories, and through the use of digital marketing over a considerably increased customer database to deliver a more reliable source of new business every month.
Earnings accretion and annual synergies
The TPFG Board has identified areas of potential synergies for the Combined Group which would provide a stronger platform for organic growth and further enhancement of TPFG's progressive and resilient dividend policy. These are largely anticipated to be cost synergies in the short-term, from eliminating duplicated operating costs and costs of Belvoir being admitted to trading on AIM. However, in the medium term, synergies are also anticipated to arise from the deployment of expertise gained in revenue generation through strategic initiatives. Most notably, in developing sales within national lettings brands, developing ancillary services that franchisees actively promote such as conveyancing and managing their customers rented properties with a more investment-led focus.
Acceleration of financial services strategy
The Merger will give the TPFG Group access to Belvoir's well-established financial services division, enhancing the Combined Group's knowledge, skills and expertise. In so doing, it will improve TPFG's offering and execution of financial services which generated six per cent. of total revenue for TPFG in 2022. Michelle Brook, currently an executive director of Belvoir, will, on completion of the Merger, join the Combined Group Board as an executive director to lead this growth strategy for the Combined Group.
Strengthened management team
It is proposed that the Combined Group Board will comprise of three executive directors and four non-executive directors, excluding the Chair.
Belvoir will contribute one executive director (Michelle Brook) and two non-executive directors (Jon Di-Stefano and Paul George) to the Combined Group Board. TPFG will contribute the Chair (Paul Latham) as well as two executive directors (Gareth Samples, as the Combined Group's Chief Executive Officer and David Raggett, as the Combined Group's Chief Financial Officer) and two non-executive directors (Dean Fielding and Claire Noyce).
Richard Martin, founder of TPFG, will, on the Effective Date, step down from the TPFG Board and take on a new role as Lifetime President and will continue to provide the Combined Group Board with strategic advice.
Arrangements with Dorian Gonsalves and Louise George
It has been agreed that Dorian Gonsalves and Louise George will step down from their roles, respectively, as Chief Executive Offer and Chief Financial Officer of the Belvoir Group, and will step down from the boards of directors of Belvoir Group companies, immediately on the Effective Date ("Executive Resignations"). Belvoir has entered into arrangements with Dorian and Louise in relation to their Executive Resignations under which they would, on the Effective Date, be paid the full amounts payable to them under their contractual arrangements in order to terminate their executive service agreements and their appointments as officers of Belvoir Group companies. Dorian and Louise have also, conditional on the Merger becoming Effective, agreed to remain with the Combined Group for 12 months following completion to assist with, amongst other things, the integration of the TPFG and Belvoir groups, including in relation to the Combined Group's enlarged corporate structure, accounting and financing functions, annual reporting and employee related matters (these new employment arrangements, together with the Executive Resignations, referred to as the "Retention Arrangements"). Further details of the Retention Arrangements will be set out in the Scheme Document to be sent to Belvoir Shareholders in due course.
For the purposes of Rule 16.2 of the Takeover Code, Cavendish has confirmed that, in its opinion, the terms of the Retention Arrangements are fair and reasonable. In providing its opinion, Cavendish has taken into account the commercial assessments of the Belvoir Directors (other than Dorian Gonsalves and Louise George). The amounts payable to Dorian and Louise in respect of their intended ongoing roles in the Combined Group are in line with the maximum amounts (as regards salary and bonus) that could be payable to Dorian and Louise under their current service contracts as executive directors of Belvoir. These Retention Arrangements, insofar as they relate to their ongoing roles, are also considered to be related party transactions for the purposes of the AIM Rules, due to Dorian and Louise both being directors of Belvoir. The Belvoir Board (other than Dorian and Louise), having consulted with Cavendish (as Belvoir's nominated adviser), considers that the terms of these ongoing arrangements are fair and reasonable insofar as Belvoir's Shareholders are concerned.
7. Dividends
Special Dividend
In addition to the dividend paid on 6 October 2023, the TPFG Board intends to declare and pay a special dividend of 2.0 pence per TPFG Share (the "Special Dividend"). It is expected that the Special Dividend will be paid during the period following this Announcement and before the Scheme becomes Effective. This dividend would be payable only to those TPFG Shareholders who hold TPFG Shares as at the record date of the Special Dividend. The Special Dividend is expected to be paid to TPFG Shareholders on the register of members of TPFG on 19 January 2024 (the "Record Date") and the TPFG Shares will be marked ex dividend on 18 January 2024.
The Special Dividend has been calculated by the TPFG Board, with the agreement of the Belvoir Board, taking into account the amount of the Final Dividend (referred to below), so as to provide each TPFG Shareholder on the Record Date with a dividend receipt for the second half of the financial year to 31 December 2023 equating to the balance of the dividend payment previously expected by the TPFG Board to be paid for the relevant period.
Final dividend
The TPFG Board also expects to declare a final dividend following the publication of its audited accounts for the financial year ended 31 December 2023 of 7.4 pence to all holders of shares in the Combined Group, conditional on TPFG shareholder approval of such dividend at the TPFG annual general meeting expected to be held in May 2024 (the "Final Dividend"). The Final Dividend will not be declared or paid before the date on which the Merger has become Effective or has lapsed.
The Final Dividend has been calculated taking into account previous dividends declared and paid to Belvoir and TPFG Shareholders, so as to provide each set of shareholders with an aggregate dividend receipt, in respect of the financial year ended 31 December 2023, in line with the expectations of each of the companies' boards prior to this Announcement.
The TPFG Board reserves the right to vary or even cancel the proposed dividends referred to above before, in the case of the Special Dividend, its payment or, in the case of the Final Dividend, its declaration, save that the Special Dividend will not, in any event, exceed 2.0 pence per TPFG Share.
Other dividends
No dividend, distribution and/or other return of capital, other than the Special Dividend, will be declared or paid by TPFG to TPFG Shareholders prior to the Merger becoming Effective.
If, on or after the date of this Announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the Belvoir Shares, TPFG reserves the right (without prejudice to any right of TPFG to invoke the Condition in sub-paragraph 3(g)(ii) of Part A of Appendix I) to reduce the consideration payable under the terms of the Merger for the Belvoir Shares by way of an adjustment to the Exchange Ratio to reflect the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Scheme Document to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted. If TPFG exercises this right in respect of any dividend and/or other distribution and/or other return of capital, Belvoir Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or other return of capital. Any exercise by TPFG of its rights referred to in this paragraph shall be the subject of an announcement via a Regulatory Information Service and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Merger.
8. Background to and reasons for the recommendation
The Belvoir Directors believe that the proposed Merger with TPFG creates a compelling opportunity to combine two businesses which share much in common. Both Belvoir and TPFG were founded on the principles of franchising as a means of drawing on the local knowledge and entrepreneurial drive of individuals running their own businesses in their home markets, supported by an experienced central hub able to offer them the support and training they need to flourish, as well as the encouragement to drive their own acquisitions strategy where appropriate.
The proposed Merger would create a significant national network of sales agencies and managed properties able to provide better earnings diversification and scale, in addition to the benefits of any economies which may be realised following the development and implementation of an integration plan after completion of the Merger. These are largely anticipated to be cost synergies in the short-term, from eliminating duplicated operating costs and costs of Belvoir being admitted to trading on AIM. However, in the medium term, synergies are anticipated to arise from the deployment of expertise gained in revenue generation through strategic initiatives; most notably, in developing sales within national lettings brands, developing ancillary services that franchisees actively promote such as conveyancing and managing their customers rented properties with a more investment-led focus. The Belvoir Directors believe these features will provide the Combined Group with added resilience, whilst allowing investors to participate fully in anticipated future value accretion and any potential re-rating.
In considering the recommendation of the Merger to the Belvoir Shareholders, the Belvoir Directors have given due consideration to TPFG's stated intentions for the business, management, employees, and locations of business of the Belvoir Group, as described in paragraph 10 below.
Furthermore, the Belvoir Directors welcome TPFG's stated intention that, following completion of the Merger, the existing contractual and statutory employment rights, including in relation to pensions, of all of the Belvoir Group management and employees will be fully safeguarded in accordance with applicable law and regulation.
9. Structure of the Merger
Scheme
It is intended that the Merger will be implemented by means of a Court-sanctioned scheme of arrangement between Belvoir and the Scheme Shareholders pursuant to Part 26 of the Act. The Scheme is an arrangement between Belvoir and the Scheme Shareholders. The procedure involves, amongst other things, an application by Belvoir to the Court to sanction the Scheme.
The purpose of the Scheme is to enable TPFG to become the owner of the entire issued and to be issued share capital of Belvoir. Under the Scheme, the Scheme Shares will be transferred to TPFG in consideration for which holders of Scheme Shares will receive New TPFG Shares on the basis set out in paragraph 2 above.
Approval by Belvoir and TPFG Shareholders and sanction by the Court
The Scheme will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and Conditions to be set out in the Scheme Document.
Subject to the satisfaction (or, where applicable, waiver) of the other Conditions to the Merger, the Scheme will only become Effective if, amongst other things, the following events occur on or before the Long Stop Date:
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the approval of a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting, or at any adjournment thereof, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme Shareholders; |
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the passing of the Special Resolution necessary to approve matters to give effect to the Scheme at the Belvoir General Meeting, or at any adjournment thereof; |
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as further referred to below, the passing of the TPFG Resolution to be proposed at the TPFG General Meeting, or at any adjournment thereof and the London Stock Exchange having acknowledged to TPFG or its agent (and such acknowledgment not having been withdrawn) that the New TPFG Shares will be admitted to trading on AIM; and |
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the sanction of the Scheme by the Court and, following such sanction, the delivery of a copy of the Scheme Court Order to the Registrar of Companies for registration. |
Conditions
The Conditions also provide that the Merger shall lapse if:
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the Court Meeting is not held by the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as may be agreed between TPFG and Belvoir with the consent of the Panel and, if required, the Court may allow); |
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the Belvoir General Meeting is not held by the 22nd day after the expected date of the Belvoir General Meeting to be set out in the Scheme Document (or such later date as may be agreed between TPFG and Belvoir with the consent of the Panel and, if required, the Court may allow); |
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the Scheme Court Hearing is not held by the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document (or such later date as may be agreed between TPFG and Belvoir with the consent of the Panel and, if required, the Court may allow); or |
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the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date. |
Approval of TPFG Shareholders and Admission
In order to allot and issue the New TPFG Shares, TPFG will be required to seek the approval of the TPFG Shareholders at the TPFG General Meeting. TPFG will prepare and send the TPFG Circular to TPFG Shareholders, which will include a notice convening the TPFG General Meeting.
The TPFG Shares are admitted to trading on AIM. An application will be made by TPFG for the New TPFG Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the New TPFG Shares will commence at 8.00 a.m. on the first Business Day following the Effective Date.
The Merger is conditional upon, amongst other things, the TPFG Resolution being passed by the requisite majority of TPFG Shareholders at the TPFG General Meeting and the London Stock Exchange having acknowledged to TPFG or its agent (and such acknowledgement not having been withdrawn) that the New TPFG Shares will be admitted to trading on AIM.
It is expected that the TPFG Circular will be posted, or otherwise made available, to TPFG Shareholders at the same time as the Scheme Document is posted, or otherwise made available, to Belvoir Shareholders.
Application to the Court to sanction the Scheme
Following the Court Meeting, the Belvoir General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court (with or without modification but with any such modification being acceptable to Belvoir and TPFG) at the Scheme Court Hearing.
The Scheme will only become Effective when the Scheme Court Order is delivered to the Registrar of Companies for registration.
If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether they attended or voted, and if they voted, whether they voted for or against the Scheme, at the Court Meeting or the Belvoir General Meeting.
Indicative timetable
It is expected that the Scheme will become Effective in the first quarter of 2024. Scheme Shareholders will receive the consideration payable under the Merger (in the form of New TPFG Shares) within 14 days of the Scheme becoming Effective.
Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be posted, or otherwise made available, to Belvoir Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement (or such later date as TPFG, Belvoir and the Panel may agree). The Forms of Proxy accompanying the Scheme Document will also be posted to Scheme Shareholders.
It is expected that the TPFG Circular will be posted, or otherwise made available, to TPFG Shareholders at a similar time as the Scheme Document is posted, or otherwise made available, to Belvoir Shareholders, with the TPFG General Meeting being held before the Belvoir Meetings.
The Merger will be conditional upon the Scheme becoming unconditional and becoming Effective by no later than 11.59 p.m. on the Long Stop Date.
Right to elect to implement the Merger by way of an Offer
TPFG reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Merger by way of an Offer. In such event, such Offer will be implemented on the same terms subject to appropriate amendments (including, without limitation, an acceptance condition set at 90 per cent., or such lesser percentage, being more than 50 per cent., as TPFG may determine, of the shares to which the Offer relates) so far as applicable, as those which would apply to the Scheme.
Further, if sufficient acceptances of such Offer are received and/or sufficient Belvoir Shares are otherwise acquired, it is the intention of TPFG: (a) that an application be made by Belvoir to the London Stock Exchange to cancel the trading in Belvoir Shares on AIM; and (b) to apply the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily any outstanding Belvoir Shares to which such Offer relates.
General
The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of English law, the English courts, the Act, the Takeover Code, the Panel, the London Stock Exchange (including the AIM Rules), the FCA and the Registrar of Companies.
10. Intentions of TPFG
Prior to this Announcement, consistent with market practice, TPFG has been granted access to Belvoir's senior management for the purposes of confirmatory due diligence. As a result of such diligence and meetings, TPFG has been able to develop a preliminary strategy in relation to the Belvoir Group post-Merger. This strategy will be further explored as part of a comprehensive review of the Combined Group following the Effective Date and will seek to assess how the Combined Group can operate most effectively and efficiently. TPFG expects that this review will be completed within nine months of the Effective Date.
TPFG's strategic plans for Belvoir
TPFG and Belvoir have complementary businesses. TPFG believes that the Merger will allow the Combined Group to enhance its value proposition to franchisees and customers, while building a stronger and more efficient franchisee network. TPFG believes that the business of Belvoir would continue to operate materially in the same way, without significant disruption to the businesses of either TPFG or Belvoir, once Belvoir has been integrated into the TPFG organisational structure.
TPFG has identified areas of potential synergies, which would provide a stronger platform for further organic growth and further enhancement of the progressive and resilient dividend policy of TPFG. These are largely anticipated to be cost synergies at the outset including but not limited to: cost savings from the cancellation of the admission to trading on AIM of the Belvoir Shares and associated public limited company costs, and operational savings from duplicated costs across some administrative functions.
Employees and management
TPFG holds the achievements and expertise of the existing management and employees of Belvoir in a high regard. As set out in paragraph 6 above, it is proposed that Combined Group Board will be comprised of three executive directors and four non-executive directors, excluding the Chair.
Belvoir will contribute one executive director (Michelle Brook) and two non-executive directors (Jon Di-Stefano and Paul George) to the Combined Group Board. TPFG will contribute the Chair (Paul Latham) as well as two executive directors (Gareth Samples and David Raggett) and two non-executive directors (Dean Fielding and Claire Noyce).
Richard Martin, founder of TPFG, will, on the Effective Date, step down from the TPFG Board and take on a new role as Lifetime President and will continue to provide the Combined Group Board with strategic advice.
Belvoir's Chief Executive Officer and Chief Financial Officer, Dorian Gonsalves and Louise George respectively, will continue to be engaged by the Combined Group for a period of 12 months following the Effective Date, albeit in different roles, to ensure a period of satisfactory integration. Accordingly, each of Dorian and Louise have agreed to terminate their existing service agreements with the Belvoir Group and to enter into new service agreements with the Belvoir Group, in each case conditional upon the Merger becoming Effective. Further details of these arrangements will be set out in the Scheme Document.
TPFG does not intend to initiate any material headcount reductions within the Combined Group as a result of the Merger and expects that existing employees of both TPFG and Belvoir will continue to contribute to the Combined Group's ongoing success. However, to the extent that there are operational inefficiencies or a duplication of functions or roles within the Combined Group, this may result in a limited number of headcount reductions.
At this stage, TPFG has not yet developed a proposal as to how any such headcount reductions might be implemented and will only develop and implement such a proposal once the review referred to above has been completed. Any implementation of headcount reductions by the Combined Group will be subject to comprehensive planning and engagement with employees and consultation with employee representatives as required by applicable law. Any affected employees will be treated in a fair and equitable manner.
The Merger presents a robust platform from which to develop the Combined Group's talent pool through the sharing of best practices, revenue generating ideas and collaboration. The strengthened financial position of the Combined Group would also enable further investment in developing and recruiting the very best talent, at all levels and across divisions, to drive the Combined Group's growth. As part of this, TPFG and Belvoir believe that the benefits of the Merger include the opportunity to incentivise existing and future employees of the Combined Group, based on existing practices, to reward growth in both financial and non-financial contributions to the success of the Combined Group. Following the Effective Date, TPFG intends to grant options over new TPFG Shares, representing up to approximately three per cent. of TPFG's enlarged share capital, to be made to the executive directors and senior managers of the Combined Group, following consultation with major shareholders.
Incentivisation arrangements
Other than disclosed elsewhere in paragraph 6, this paragraph 10 and paragraph 11, TPFG has not entered into and has not discussed any form of incentivisation arrangements with members of Belvoir's management. TPFG does not intend to discuss any form of incentivisation agreement with members of TPFG's management team before completion of the Merger.
Existing rights and pensions schemes
TPFG confirms that, following the completion of the Merger, the existing contractual and statutory employment rights, including in relation to pensions, of the Belvoir Group's management and employees will be fully safeguarded in accordance with applicable law and regulation. TPFG does not intend to make any changes with regards to the Belvoir Group's existing defined contribution pension scheme including with regard to employer contributions, the accrual of benefits for existing members and the admission of new members. The Belvoir Group does not have any defined benefit pension scheme.
Locations and headquarters
Following the completion of the Merger, the TPFG Directors do not intend to make any restructurings or changes in location of either TPFG's or the Belvoir Group's primary places of operations or their functions and places of business. In addition, TPFG does not intend to redeploy Belvoir's fixed asset base. Neither TPFG nor the Belvoir Group has any material research or development function, nor does TPFG intend to create such functions.
Trading facilities
The Belvoir Shares are currently admitted to trading on AIM. As set out in paragraph 17 below, it is intended that an application will be made to the London Stock Exchange, prior to the Effective Date, to cancel the trading in Belvoir Shares on AIM, with effect from on or shortly following the Effective Date. It is intended that Belvoir will be re-registered as a private limited company as soon as practicable following the Effective Date.
Belvoir has given due consideration to TPFG's stated intention and assurances noted above in deciding to recommend the Merger.
No "post-offer undertakings"
No statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
11. Share schemes
Belvoir Share Schemes
Participants in the Belvoir Share Schemes will be contacted regarding the effect of the Merger on their rights under the Belvoir Share Schemes and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Belvoir Share Schemes.
As further set out in the Co-operation Agreement, as part of those proposals to participants in the Belvoir Share Schemes, it is intended that any Belvoir Shares, acquired by such participants on the exercise of options, will be acquired by TPFG for cash consideration per Belvoir Share equal to the value of the consideration due to a Scheme Shareholder for a Belvoir Share pursuant to the Merger (with the value of a TPFG Share for these purposes being determined at the latest practicable date prior to the publication of the proposal to such participants under Rule 15 of the Takeover Code).
TPFG LTIP
On 27 April 2021, TPFG announced that it had implemented a new long-term incentive plan to incentivise its executive directors and certain senior managers to recognise their roles in developing and implementing TPFG's strategic plans (the "TPFG LTIP").
Awards made under the TPFG LTIP were subject to two performance conditions: (a) adjusted basic earnings per share adjusted for exceptional income/costs, amortisation arising on consolidation and share-based payment charges; and (b) total shareholder return over a three-year period. The maximum number of TPFG Shares subject to the awards made in 2021 was 1,423,500 (excluding awards to directors and senior managers who have since left the business) and it is expected that these will vest in full shortly after the publication of TPFG's annual report and accounts for the financial year ended 31 December 2023.
Furthermore, TPFG granted further awards of up to 421,000 TPFG Shares and 255,953 TPFG Shares in August 2022 and May 2023 respectively (excluding awards to directors and senior managers who have since left the business) (the "Further Awards"). As a result of the Merger, it is expected that the Combined Group's remuneration committee will review the performance criteria of the Further Awards to take into account the dilutive effect of the New TPFG Shares.
12. Permitted offer-related arrangements
Confidentiality Agreement
On 17 October 2023, Belvoir and TPFG entered into an agreement relating to the Merger, pursuant to which both Belvoir and TPFG agreed to keep confidential certain information supplied by the other for the purposes of considering the proposed Merger (the "Confidentiality Agreement"). In consideration of the confidential information being supplied, TPFG has agreed that, save with the prior written consent of Belvoir, it will not, for a period of six months form the date of agreement, directly or indirectly, alone or with others acquire, announce an interest to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, or enter into any agreement, arrangement or understanding to acquire, any direct or indirect interest in any Belvoir Shares.
Each of Belvoir and TPFG have also agreed that they will not, without the prior written consent of the other, and subject to market standard carve-outs for general advertisements and unsolicited approaches, employ or solicit for employment or endeavour to entice away certain officers or members of the senior management team of the other party for a period of 12 months.
Co-operation Agreement
Pursuant to a co-operation agreement in relation to the Merger dated 10 January 2024 (the "Co-operation Agreement"), TPFG and Belvoir have agreed, amongst other things, that: (i) TPFG will use reasonable endeavours to satisfy the Conditions as soon as reasonably practicable; (ii) TPFG shall have primary responsibility for obtaining any regulatory clearances; (iii) Belvoir and TPFG will work co-operatively and reasonably together and provide all information reasonably necessary or desirable as soon as reasonably practicable, in connection with any regulatory conditions; (iv) TPFG will provide Belvoir with certain information for the purposes of the Scheme Document and will otherwise assist with the preparation of the Scheme Document; (v) TPFG will use reasonable endeavours to ensure that the TPFG Circular is published and sent to TPFG Shareholders in accordance with the timetable agreed between the parties; and (vi) TPFG will be subject to certain customary restrictions on the conduct of its business during the period prior to completion of the Merger, which prohibit, among other things: (a) the payment by TPFG of dividends (other than the Special Dividend); (b) the allotment of further shares (or rights or options in respect of shares) other than in relation to the granting of options or awards in respect of TPFG Shares or selling TPFG Shares to directors, officers or employees, in accordance with the rules of the TPFG Group's existing incentive plans, and allotting and issuing any TPFG Shares to the extent necessary to satisfy any such options or awards vesting or due to be settled under such plans: or (c) other than the Merger, entering into a Substantial Transaction (as defined in the Co-operation Agreement).
The Co-operation Agreement will terminate if, amongst other things: (i) the Merger is withdrawn or lapses prior to the Long Stop Date; (ii) by written notice from TPFG if any Condition which is capable of waiver and which has not been waived is (or becomes) incapable of satisfaction by the Long Stop Date and TPFG notifies Belvoir in writing that, notwithstanding it has the right to waive any such Condition, it shall not do so; (iii) any of the Conditions which is incapable of waiver is not satisfied or becomes incapable of satisfaction by the Long Stop Date; (iv) the Belvoir Directors withdraw their recommendation of the Merger; (v) the Belvoir Directors recommend a competing proposal; (vi) the Scheme does not become Effective in accordance with its terms by the Long Stop Date; (vii) the Belvoir Shareholders fail to pass, by the requisite majority, the Scheme and/or the Special Resolution; (viii) the TPFG Shareholders fail to pass, by the requisite majority, the TPFG Resolution; or (ix) otherwise as agreed in writing between TPFG and Belvoir.
The Co-operation Agreement also sets out the parties' intentions to implement the Merger by way of the Scheme, subject to the ability of TPFG to implement the Merger by way of an Offer in certain circumstances set out in the Co-operation Agreement and with the consent of the Panel.
The Co-operation Agreement also contains provisions that will apply in respect of the proposals to be made in regard to the Belvoir Share Schemes, under Rule 15 of the Takeover Code.
13. Recommendations
Belvoir Directors
The Belvoir Directors, who have been so advised by Cavendish as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its advice, Cavendish has taken into account the commercial assessments of the Belvoir Directors. Cavendish is providing independent advice to the Belvoir Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Belvoir Directors intend unanimously to recommend that Belvoir Shareholders vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting, as each of the Belvoir Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in Belvoir Shares (and those of their connected persons) amounting to, in aggregate, 2,026,986 Belvoir Shares, representing approximately 5.4 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date.
TPFG Directors
In order to allot and issue the New TPFG Shares, TPFG will be required to seek the approval of the TPFG Shareholders at the TPFG General Meeting. The Merger is accordingly conditional, amongst other things, upon the approval of the TPFG Shareholders of the issue of the New TPFG Shares at the TPFG General Meeting.
The TPFG Directors consider the Merger to be in the best interests of TPFG and the TPFG Shareholders as a whole and intend unanimously to recommend that TPFG Shareholders vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting, as each of the TPFG Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in TPFG Shares (and those of their connected persons) amounting to, in aggregate, 7,762,895 TPFG Shares, representing approximately 24.1 per cent. of the issued share capital of TPFG as at the Latest Practicable Date.
14. Disclosure requirements of the Takeover Code
Opening Position Disclosure
In connection with the Merger, TPFG will be required to make a public Opening Position Disclosure setting out details of its interests or short positions in, or rights to subscribe for, any relevant securities of Belvoir by no later than 12 noon (London time) on 24 January 2024. TPFG's Opening Position Disclosure will include details of its interests or short positions in, or rights to subscribe for, any relevant securities of Belvoir held by all persons acting in concert with TPFG.
Disclosure of interests
As at the close of business on the Latest Practicable Date, TPFG, and persons acting in concert with TPFG had the following interests in or rights to subscribe for relevant securities of Belvoir:
|
Name |
Nature of interest |
Number of Belvoir Shares |
Percentage of issued share capital of Belvoir |
|
David Raggett |
Long |
500 |
Close to 0.0 per cent. |
As at the close of business on the Latest Practicable Date, save as disclosed in this Announcement in respect of the irrevocable undertakings provided to TPFG over Belvoir Shares, neither TPFG, nor any person acting in concert (within the meaning of the Takeover Code) with TPFG:
(a) |
has an interest in, or right to subscribe for, any relevant securities of Belvoir; |
(b) |
has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Belvoir; |
(c) |
has borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) any relevant securities of Belvoir save for any borrowed relevant securities of Belvoir which have been either on-lent or sold; |
(d) |
has any outstanding irrevocable commitment or letter of intent with respect to relevant securities of Belvoir; or |
(e) |
is a party to any dealing arrangement of the kind referred to in Note 11 to the definition of acting in concert in the Takeover Code in relation to Belvoir or in relation to relevant securities of Belvoir. |
In this paragraph 14, "relevant securities of Belvoir" means Belvoir Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect thereof and derivatives referenced thereto and "interests in securities" for the purposes of this paragraph 14 and within the meaning of the Takeover Code arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). Notwithstanding the above, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.
15. Further details of the Merger and admission of the New TPFG Shares
Assuming that a maximum number of 30,073,501 New TPFG Shares are issued pursuant to the Merger, Belvoir Shareholders will hold New TPFG Shares representing approximately 48.25 per cent. of the enlarged issued share capital of TPFG immediately following the Effective Date.
The New TPFG Shares will be allotted and issued credited as fully paid and will rank pari passu in all respects with the TPFG Shares in issue at the time the New TPFG Shares are allotted and issued pursuant to the Merger, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date.
The TPFG Shares are admitted to trading on AIM. An application will be made by TPFG for the New TPFG Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the New TPFG Shares will commence at 8.00 a.m. on the first Business Day following the Effective Date which, subject to the satisfaction of certain Conditions, including the sanction of the Scheme by the Court, is expected to occur in the first quarter of 2024.
Fractional entitlements to New TPFG Shares will be aggregated and allotted and issued to a nominee appointed by TPFG as nominee for the Belvoir Shareholders to whom such fractional entitlements apply, sold in the market and the net proceeds of sale will be distributed in due proportion to the Belvoir Shareholders entitled to them. However, individual fractional entitlements to amounts (net of expenses) not exceeding £5.00 will not be paid to persons who would otherwise be entitled to them under the Scheme, but will be retained for the benefit of the Combined Group.
16. Overseas Shareholders
The implications of the Scheme and the Merger for Overseas Shareholders may be affected by the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.
Further information for Overseas Shareholders will be set out in the Scheme Document.
17. Cancellation of admission to trading of Belvoir Shares on AIM and the re-registration of Belvoir as a private company
It is intended that an application will be made to the London Stock Exchange, prior to the Effective Date, to cancel the trading in Belvoir Shares on AIM, with effect from on or shortly following the Effective Date.
The last day of dealings in, and for registration of transfers of, Belvoir Shares on AIM is expected to be the Business Day prior to the Effective Date, following which Belvoir Shares will be suspended from trading on AIM.
No transfers of Belvoir Shares will be registered after 6.00 p.m. on that date, other than the registration of the transfer of Belvoir Shares to TPFG pursuant to the Scheme or the Belvoir articles of association, as proposed to be amended by the Special Resolution at the Belvoir General Meeting.
On the Effective Date, Belvoir will become a wholly-owned subsidiary of TPFG and share certificates in respect of Belvoir Shares will cease to be valid and should be destroyed. As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST on the first Business Day following the Effective Date.
It is also proposed that, following the Effective Date, TPFG will seek to procure the re-registration of Belvoir as a private company under the relevant provisions of the Act.
18. Consents
Each of CGL and Cavendish has given and not withdrawn its consent to the inclusion in this Announcement of references to its name in the form and context in which it appears.
19. Publication on websites
Copies of the following documents 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 https://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:
(a) |
this Announcement; |
(b) |
the irrevocable undertakings and non-binding letters of intent to vote (or procure the vote) in favour of Scheme at the Court Meeting, the Special Resolution to be proposed at the Belvoir General Meeting and the TPFG Resolution to be proposed at the TPFG General Meeting, each as referred to in paragraph 3 above; |
(c) |
the Confidentiality Agreement referred to in paragraph 12 above; |
(d) |
the Co-operation Agreement referred to in paragraph 12 above; and |
(e) |
the consent letters in respect of the consents referred to in paragraph 18 above. |
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.
20. General
Further information
The Scheme Document setting out further details of the Merger and the procedures to be followed in connection with the implementation of the Scheme, together with Forms of Proxy for the Court Meeting and the Belvoir General Meeting, will be published and sent to Belvoir Shareholders (other than Belvoir Shareholders in Restricted Jurisdictions) and, for information only, to participants in the Belvoir Share Schemes as soon as practicable and in any event within 28 days of the date of this Announcement (or such later date as TPFG, Belvoir and the Panel may agree).
The Belvoir Board and the TPFG Board urge Belvoir Shareholders to read the Scheme Document carefully, when it becomes available, because it will contain important information in relation to the Merger, the New TPFG Shares and the Combined Group.
TPFG will prepare the TPFG Circular to be distributed to TPFG Shareholders.
The TPFG Board urges TPFG Shareholders to read the TPFG Circular carefully when it becomes available.
The Merger will be subject to the Conditions and the further terms set out in Appendix I to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. Appendix II to this Announcement contains the bases and sources of certain information used in this Announcement. Appendix III to this Announcement contains a summary of the irrevocable undertakings and letters of intent received by TPFG in connection with the Merger. Appendix IV contains definitions of certain terms used in this Announcement. Appendix V contains details of the FY23 TPFG Profit Forecast.
Advisers
Canaccord Genuity Limited is acting as financial adviser to TPFG in respect of the Merger. Osborne Clarke LLP is acting as legal adviser to TPFG in respect of the Merger.
Cavendish Capital Markets Limited is acting as financial adviser to Belvoir in respect of the Merger. Addleshaw Goddard LLP is acting as legal adviser to Belvoir in respect of the Merger.
Enquiries:
|
The Property Franchise Group PLC |
Tel: + 44 (0) 1202 405 549 |
|
Canaccord Genuity Limited |
Tel: + 44 (0) 20 7523 8000 |
|
Singer Capital Markets (Joint Broker to TPFG) James Fischer |
Tel: + 44 (0) 20 7496 3000 |
|
Alma PR (PR Adviser to TPFG) Joe Pederzolli Kinvara Verdon |
Tel: + 44 (0) 20 3405 0205 propertyfranchise@almastrategic.com |
|
Belvoir Group PLC |
Tel: + 44 (0) 1476 584 900 |
|
Cavendish Capital Markets Limited Edward Whiley |
Tel: + 44 (0) 20 7886 2500 |
|
Buchanan (PR Adviser to Belvoir) |
Tel: + 44 (0) 20 7466 5000 |
Important notices
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 will be 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 an Offer, the Offer Document) which will contain the full terms and conditions of the Merger, including details of how to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting. Any decision in respect of, or other response to, the Merger should be made only on the basis of the information in the Scheme Document (or, if the Merger is implemented by way of an Offer, the Offer Document) and the TPFG Circular.
The Scheme Document will be published and sent to Belvoir Shareholders (other than Belvoir Shareholders in Restricted Jurisdictions) and, for information only, to participants in the Belvoir Share Schemes as soon as practicable and, in any event, within 28 days of this Announcement (or such later date as TPFG, Belvoir and the Panel may agree).
The Belvoir Board and the TPFG Board urge Belvoir Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information in relation to the Merger, the New TPFG Shares and the Combined Group.
TPFG will prepare the TPFG Circular to be distributed to TPFG Shareholders. The TPFG Board urges TPFG Shareholders to read the TPFG Circular carefully when it becomes available.
Financial advisers
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, 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.
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 and no person may vote in favour of the Merger by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of 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. Doing so may render invalid any related purported vote in respect of the Merger. If the Merger is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the 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 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.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
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 US Securities Exchange Act of 1934. 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 an Offer, such 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 an 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 Offer during the period in which such 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 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), Belvoir will advise the Court that its 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 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.
No profit forecasts or estimates or quantified financial benefits statements
The FY23 TPFG Profit Forecast is a profit forecast for the purpose of Rule 28 of the Takeover Code. The FY23 TPFG Profit Forecast, the assumptions and basis of preparation on which the FY23 TPFG Profit Forecast is based and the TPFG Directors' confirmation as required by Rule 28 of the Takeover Code, are set out in Appendix V of this Announcement.
Other than the FY23 TPFG Profit Forecast, no statement in this Announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for TPFG or Belvoir, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TPFG or Belvoir, as appropriate.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, TPFG confirms that, as at the Latest Practicable Date, it has 32,255,007 TPFG Shares in issue and no TPFG Shares are held in treasury. The International Securities Identification Number for TPFG Shares is GB00BH0WFH67.
In accordance with Rule 2.9 of the Takeover Code, Belvoir confirms that, as at the Latest Practicable Date, it has 37,309,437 Belvoir Shares in issue, of which 14,845 Belvoir Shares are held in treasury. The International Securities Identification Number for Belvoir Shares is GB00B4QY1P51.
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.
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, accountant 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.
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 and availability of hard copies
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 https://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. 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.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Time
All references to time in this Announcement are to London time, unless otherwise stated.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND CERTAIN FURTHER TERMS OF THE MERGER
PART A. CONDITIONS TO THE SCHEME AND THE MERGER
Long Stop Date
1. The Merger will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(a)
(i) |
the Scheme being approved by a majority in number of the Scheme Shareholders who are on the register of members of Belvoir (or the relevant class or classes thereof) at the Voting Record Time and who are present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or at any adjournment of such meeting) and who represent at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and |
(ii) |
such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between TPFG and Belvoir with the consent of the Panel and, if required, the Court may allow); |
(b)
(i) |
each resolution in connection with or required to approve and implement the Scheme and set out in the notice of the Belvoir General Meeting being duly passed by the requisite majority at the Belvoir General Meeting (or any adjournment of such meeting); and |
(ii) |
such Belvoir General Meeting being held on or before the 22nd day after the expected date of the Belvoir General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between TPFG and Belvoir with the consent of the Panel and, if required, the Court may allow); and |
(c)
(i) |
the Scheme being sanctioned by the Court (with or without modifications or additions on terms agreed by TPFG and Belvoir or conditions approved or imposed by the Court) and a copy of the Scheme Court Order being delivered to the Registrar of Companies for registration; and |
(ii) |
the Scheme Court Hearing being held on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between TPFG and Belvoir with the consent of the Panel and, if required, the Court may allow). |
General Merger Conditions
3. In addition, TPFG and Belvoir have agreed that, subject as stated in paragraph 1 of Part B of this Appendix I below, the Scheme will also be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such Conditions (as amended, if appropriate) are satisfied or waived (if capable of waiver) as referred to below:
Approval of TPFG Shareholders
(a) the passing at the TPFG General Meeting of such resolutions as are necessary to approve, fund, effect and/or implement the Merger and the acquisition of the Belvoir Shares including any resolution(s) to authorise the allotment of the New TPFG Shares pursuant to the Merger (such resolution(s) shall be set out in the TPFG Circular in due course);
Admission of the New TPFG Shares
(b) the London Stock Exchange having acknowledged to TPFG or its agent (and such acknowledgement not having been withdrawn) that the New TPFG Shares will be admitted to trading on AIM;
Merger control
(c) one of the following having occurred:
(i) the Competition and Markets Authority (the "CMA") having indicated in a response to a briefing paper that it has no further questions at that stage in relation to the Merger, and that at the date on which all other Conditions are satisfied or waived the CMA has not:
(A) requested submission of a merger notice;
(B) given notice to either party that it is commencing a Phase I investigation;
(C) indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA of the Enterprise Act 2002 (the "EA") has begun; or
(D) requested documents or attendance by witnesses under section 109 of the EA which may indicate that it intends to commence the aforementioned statutory review period in respect of the Merger; or
(ii) where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper, the CMA:
(A) in accordance with section 33(1) of the EA, announcing that it has decided not to refer the Merger to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or
(B) in accordance with section 73(2) of the EA, formally accepting undertakings in lieu of a Referral offered by TPFG, or a modified version of them;
General antitrust and regulatory
(d) no central bank, government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or any other similar person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed any statute, regulation, decision or order or having taken any other step or done anything and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:
(i) |
materially restrict or restrain, prohibit, materially delay, impose additional material adverse conditions or obligations with respect to, materially alter the terms envisaged for, or otherwise materially interfere with the implementation of, the Merger or the acquisition of any Belvoir Shares by TPFG or any matters arising therefrom; |
(ii) |
result in a material delay in the ability of TPFG, or render TPFG unable, to acquire some or all of the Belvoir Shares; |
(iii) |
require, prevent or materially delay the divestiture (or materially alter the terms envisaged for such divestiture) by any member of the wider TPFG Group or any member of the wider Belvoir Group of all or any material portion of their respective businesses, assets or properties or impose any material limitation on the ability of any of them to conduct their businesses or own their respective assets or properties or any part thereof; |
(iv) |
impose any material limitation on, or result in a material delay in, the ability of any member of the wider TPFG Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities of any member of the wider Belvoir Group or on the ability of any member of the wider Belvoir Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities or to exercise management control over any other member of the wider Belvoir Group; |
(v) |
except pursuant to Chapter 3 of Part 28 of the Act, require any member of the wider TPFG Group or the wider Belvoir Group to offer to acquire any shares or other securities or rights thereover in any member of the wider Belvoir Group owned by any third party; |
(vi) |
make the Merger or its implementation or the proposed acquisition by TPFG of any shares or other securities in Belvoir or the acquisition or control of Belvoir or any member of the wider Belvoir Group, illegal, void or unenforceable in or under the laws of any jurisdiction or directly or indirectly materially restrict or materially delay, prohibit or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise materially challenge, the Merger or the acquisition of any shares in Belvoir, or control of Belvoir, by TPFG to an extent which is material in the context of the Belvoir Group taken as a whole; |
(vii) |
result in any member of the wider Belvoir Group ceasing to be able to carry on business under any name under which it presently does so, the consequences of which would be material in the context of the Belvoir Group taken as a whole; |
(viii) |
impose any material limitation on, or result in any delay of, the ability of any member of the wider TPFG Group or the wider Belvoir Group to conduct or co-ordinate or integrate its business, or any part of it, with the business of any other member of the wider TPFG Group or the wider Belvoir Group; or |
(ix) |
otherwise materially and adversely affect the business, assets, prospects or profits of any member of the wider TPFG Group or the wider Belvoir Group, |
and all applicable waiting and other time periods (including any extensions thereof) during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;
Notifications, waiting periods and authorisations
(e) all material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Merger having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Merger and all authorisations, orders, grants, recognitions, consents, confirmations, clearances, licences, permissions and approvals ("authorisations") required by law in any jurisdiction for or in respect of the Merger and the acquisition or the proposed acquisition of any shares or securities, directly or indirectly, in, or control or management of, Belvoir or any member of the wider Belvoir Group by any member of the wider TPFG Group having been obtained in terms and/or form reasonably satisfactory to TPFG from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the wider TPFG Group or the wider Belvoir Group has entered into contractual arrangements and such material authorisations together with all authorisations necessary for any member of the wider Belvoir Group to carry on its business (where the absence of such authorisation would have a material and adverse effect on the wider Belvoir Group taken as a whole) remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, materially modify or not to renew such authorisations;
Certain matters arising as a result of any arrangement, agreement etc.
(f) except as Disclosed, there being no provision of any authorisation, arrangement, agreement, permit, lease, licence, franchise or other instrument to which any member of the wider Belvoir Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the making or implementation of the Merger or the acquisition by TPFG directly or indirectly of Belvoir or because of a change in the control or management of Belvoir or any member of the wider Belvoir Group, could or might reasonably be expected to result in (to an extent which is material and adverse in the context of the wider Belvoir Group taken as a whole):
(i) |
any monies borrowed by, or other indebtedness (actual or contingent) of, or grant available to, any member of the wider Belvoir Group becoming repayable or capable of being declared repayable immediately or earlier than the stated maturity or repayment date or the ability of any member of the wider Belvoir Group to borrow moneys or incur indebtedness being or becoming capable of being withdrawn or inhibited; |
(ii) |
any such authorisation, arrangement, agreement, permit, lease, licence, franchise or other instrument or any right, interest, liability or obligation of any member of the wider Belvoir Group therein, being terminated or adversely modified or affected or any adverse action being taken or any onerous obligation or liability arising thereunder; |
(iii) |
any mortgage, charge or other security interest being created over the whole or any part of the business, property or assets of any member of the wider Belvoir Group or any such security (whenever arising) becoming enforceable; |
(iv) |
the value of any member of the wider Belvoir Group or its financial or trading position or prospects being prejudiced or adversely affected; |
(v) |
any assets owned or used by any member of the wider Belvoir Group, or any assets or interests of any such member being or falling to be charged or disposed of or ceasing to be available to any member of the wider Belvoir Group or any right arising under which any such asset or interest could be required to be disposed of or charged or cease to be available to any member of the wider Belvoir Group otherwise than in the ordinary course of business; |
(vi) |
the rights, liabilities, obligations, interests or business of any member of the wider Belvoir Group under any such authorisation, arrangement, agreement, permit, lease, licence, franchise or other instrument or the rights, liabilities, obligations, interests or business of any member of the wider Belvoir Group in or with any other person, firm or company (or any agreement or arrangement relating to such rights, liabilities, obligations, interests or business) being, or becoming capable of being, terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder; |
(vii) |
any member of the wider Belvoir Group ceasing to be able to carry on business under any name under which it presently does so; or |
(viii) |
the creation or acceleration of any liability, actual or contingent, by any member of the wider Belvoir Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Merger, |
and, save as Disclosed no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the wider Belvoir Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably result in any of the events or circumstances as are referred to in sub-paragraphs 3(f)(i) to (viii);
Certain events occurring after 31 December 2022
(g) except as Disclosed, no member of the Belvoir Group having, since 31 December 2022:
(i) |
(save for Belvoir Shares issued or transferred out of treasury pursuant to the exercise of options granted under the Belvoir Share Schemes or as between Belvoir and wholly-owned subsidiaries of Belvoir ("Intra-Belvoir Group Transactions")) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury; |
(ii) |
recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution (whether payable in cash or otherwise) other than dividends lawfully paid to Belvoir or wholly-owned subsidiaries of Belvoir; |
(iii) |
save for Intra-Belvoir Group Transactions, entered into, or implemented, authorised, proposed or announced the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities; |
(iv) |
save for Intra-Belvoir Group Transactions, acquired, or (other than in the ordinary course of business) disposed of, transferred, mortgaged or charged or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which, in any such case, (A) is other than in the ordinary course of business, and (B) is material in the context of the Belvoir Group taken as a whole; |
(v) |
save for Intra-Belvoir Group Transactions, issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability or made, authorised, proposed or announced an intention to propose any change in its share or loan capital; |
(vi) |
entered into or varied or announced its intention to enter into or vary any contract, transaction, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which, in any such case, is material in the context of the Belvoir Group taken as a whole or which is or is likely to be restrictive in any material respect on the business of any member of the wider Belvoir Group or the wider TPFG Group; |
(vii) |
entered into, implemented, authorised or proposed any reconstruction, amalgamation, scheme of arrangement or other transaction or arrangement with substantially equivalent effect otherwise than in the ordinary course of business or announced any intention to do so, to the extent which is material in the context of the wider Belvoir Group taken as a whole; |
(viii) |
entered into, or varied the terms of, any contract, service agreement, commitment or arrangement with any of the directors or senior executives of Belvoir; |
(ix) |
proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or the termination of employment of any employee of the wider Belvoir Group which, in any such case, is material in the context of the Belvoir Group taken as a whole; |
(x) |
(other than in respect of a member of the wider Belvoir Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or petition presented or order made for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had notice given of the intention to appoint any of the foregoing to it which, in any such case, is material in the context of the Belvoir Group taken as a whole; |
(xi) |
waived, compromised or settled any claim other than in the ordinary course of business and which, in any such case, is material in the context of the Belvoir Group taken as a whole; |
(xii) |
(other than in connection with the Scheme) made any material amendment to its memorandum or articles of association or other constitutional documents; |
(xiii) |
in relation to pension schemes established for its directors and/or other employees and/or their dependents, made or consented to any change, except in relation to changes made or agreed as a result of, or arising from changes to legislation made or agreed or consented, in any case which is or would be material in the context of the wider Belvoir Group taken as a whole to: |
(A) the terms of the trust deeds constituting such pension schemes or to the benefits which accrue;
(B) the pensions which are payable under them;
(C) the basis on which qualifications for or accrual of or entitlement to such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made; save for Intra-Belvoir Group Transactions, purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or made any other change to any part of its share capital;
(xiv) |
been unable or admitted that it is unable to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or |
(xv) |
entered into, varied or modified in a material way any contract, commitment, arrangement, or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to any of the transactions, matters or events referred to in this sub-paragraph (g) or announced an intention to do so; |
No adverse change, litigation, regulatory enquiry or similar
(h) except as Disclosed, since 31 December 2022, there having been:
(i) |
no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remaining outstanding by, against or in respect of any member of the wider Belvoir Group or to which any member of the wider Belvoir Group is or may become a party (whether as claimant, respondent or otherwise) and no enquiry or investigation by or complaint or reference to any Relevant Authority or other investigative body having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the wider Belvoir Group which, in any such case, would or might reasonably be expected to have an adverse effect on any member of the wider Belvoir Group to an extent which is material in the context of the Belvoir Group taken as a whole; |
(ii) |
no adverse change and no deterioration having occurred which would or might reasonably be expected to result in an adverse change to the business, assets, financial or trading position, profits or prospects or operational performance of any member of the wider Belvoir Group and which is material in the context of the wider Belvoir Group taken as a whole; |
(iii) |
no contingent or other liability having arisen outside the ordinary course of business which would or might reasonably be expected to materially adversely affect the Belvoir Group taken as a whole; and |
(iv) |
no enquiry, review or investigation by, or complaint or reference to, any Relevant Authority against or in respect of any member of the wider Belvoir Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the wider Belvoir Group which in any case would or might reasonably be expected to have a material adverse effect on the wider Belvoir Group taken as a whole; |
No discovery of certain matters regarding information and liabilities
(i) except as Disclosed, TPFG not having discovered:
(i) |
that any business, financial or other information concerning any member of the wider Belvoir Group publicly disclosed or disclosed to TPFG at any time by or on behalf of any member of the Belvoir Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which, in any such case, is material in the context of the Belvoir Group taken as a whole; |
(ii) |
any information which affects the import of any information disclosed to any member of the wider TPFG Group or its advisers at any time prior to the date of this Announcement by or on behalf of any member of the wider Belvoir Group and which, in any such case, is material in the context of the Belvoir Group taken as a whole; |
(iii) |
that any member of the wider Belvoir Group is subject to any liability, actual, contingent or otherwise, which is material in the context of the Belvoir Group taken as a whole; and |
(iv) |
that there is, or is reasonably likely to be, any obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider Belvoir Group which is material in the context of the Belvoir Group taken as a whole; |
Anti-corruption, sanctions and criminal property
(j) except as Disclosed, TPFG not having discovered that:
(i) |
any past or present member, director, officer or employee of the wider Belvoir Group or any person that performs or has performed services for or on behalf of the wider Belvoir Group is or has at any time engaged in any or has paid or agreed to pay any bribe including any "inducement fee" given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, done such things (or omitted to do such things) in contravention of the Bribery Act 2010, as amended, or the US Foreign Corrupt Practices Act 1977, as amended or any other anti-corruption legislation applicable to the wider Belvoir Group; |
(ii) |
any past or present member, director, officer or employee of the wider Belvoir Group has engaged in any activity or business with or made any investments in, or made any payments, funds or assets available, to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury; or (ii) any government, entity or individual named by any of the economic sanctions of the United Nations or the European Union or any of their respective member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable blocking law; |
(iii) |
a member of the wider Belvoir Group has engaged in any transaction which would cause the wider TPFG Group to be in breach of any law or regulation upon its acquisition of Belvoir, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or |
(iv) |
any asset of any member of the wider Belvoir Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the wider Belvoir Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering. |
PART B. CERTAIN FURTHER TERMS OF THE SCHEME AND THE MERGER
1. Conditions 2(a), 2(b) and 3(a) to (j) (inclusive) of Part A above must each be fulfilled, determined by TPFG to be or to remain satisfied or (if capable of waiver) be waived by TPFG prior to 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will, with the consent of the Panel (if required), lapse.
2. Notwithstanding paragraph 1 above, subject to the requirements of the Panel and the Takeover Code, TPFG reserves the right in its sole discretion to waive:
(a) |
the deadline set out in Condition 1 of Part A above, and any deadlines set out in Condition 2 of Part A above for the timing of the Court Meeting, the Belvoir General Meeting and the Scheme Court Hearing. If any such deadline is not met, TPFG shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Belvoir to extend the deadline in relation to the relevant Condition. In all other respects, Conditions 1 and 2 of Part A above cannot be waived; and |
(b) |
in whole or in part, all or any of the Conditions 3(a) to (j) (inclusive) of Part A above. |
3. Subject to paragraph 3(g) of Appendix 7 to the Takeover Code, TPFG shall be under no obligation to waive (if capable of waiver) or treat as fulfilled any of the Conditions in sub-paragraphs 3(a) to (j) (inclusive) of Part A of this Appendix I above by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment.
4. If TPFG is required by the Panel to make an offer or offers for the Belvoir Shares under the provisions of Rule 9 of the Takeover Code, TPFG may make such alterations to the terms and conditions of the Merger as may be necessary to comply with the provisions of that Rule.
5. Under Rule 13.5(a) of the Takeover Code, TPFG may only invoke a Condition that is subject to Rule 13.5(a) of the Takeover Code so as to cause the Merger not to proceed, to lapse or to be withdrawn with the consent of the Panel.
6. The Panel will normally only give its consent to the invocation of Conditions pursuant to paragraph 5 above if the circumstances which give rise to the right to invoke the Condition are of material significance to TPFG of Belvoir (as applicable) in the context of the Merger. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Conditions 1, 2(a), 2(b) and 2(c) of Part A above and, if applicable, any acceptance condition if the Merger is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code.
7. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by TPFG.
8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
9. The Belvoir Shares to be acquired by TPFG pursuant to the Merger will be acquired fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, paid or made on or after the date of this Announcement.
10. TPFG reserves the right to elect, with the consent of the Panel (and subject to the terms of the Co-operation Agreement), to implement the Merger by way of an Offer. In such event, such Offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as TPFG may, subject to the terms of the Co-operation Agreement, determine) of the shares to which the Offer relates), so far as applicable, as those which would apply to the Scheme. Further, if sufficient acceptances of such Offer are received and/or sufficient Belvoir Shares are otherwise acquired, it is the intention of TPFG to apply the provisions of the Act to acquire compulsorily any outstanding Belvoir Shares to which such Offer relates.
11. Save to the extent provided in this Announcement, if, on or after the date of this Announcement and before the Effective Date, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the Belvoir Shares, TPFG reserves the right (without prejudice to any right of TPFG to invoke the Condition in sub-paragraph 3(g)(ii) of Part A of this Appendix I above) to reduce the consideration payable under the terms of the Merger for the Belvoir Share by way of an adjustment to the Exchange Ratio to reflect the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or in the Scheme Document to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted. If TPFG exercises this right in respect of any dividend and/or other distribution and/or other return of capital, Belvoir Shareholders will be entitled to receive and retain such dividend and/or other distribution and/or other return of capital. Any exercise by TPFG of its rights referred to in this paragraph 11 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Merger.
12. To the extent that any such dividend and/or distribution and/or other return of capital is announced, declared or paid by Belvoir and it is: (i) transferred pursuant to the Merger on a basis which entitles TPFG to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Merger will not be subject to change in accordance with this paragraph. Any exercise by TPFG of its rights referred to in this paragraph shall be the subject of an announcement and the consent of the Panel and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Merger. For the further avoidance of doubt, any payments made in cash or by way of the delivery of shares on the vesting of awards calculated by reference to dividends accrued in respect of those underlying vested shares are not to be construed as a dividend, distribution or return of capital for the purposes of this paragraph.
13. No dividend, distribution and/or other return of capital, other than the Special Dividend, will be declared or paid by TPFG to TPFG Shareholders prior to the Merger becoming Effective and the Special Dividend declared or paid shall not exceed 2.0 pence per TPFG Share.
14. The availability of the Merger to persons not resident in the United Kingdom may be affected by the laws and/or regulations of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
15. The New TPFG Shares will be allotted issued and credited as fully paid and will rank pari passu in all respects with the TPFG Shares in issue at the time the New TPFG Shares are allotted and issued pursuant to the Merger, including in respect of the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date. The New TPFG Shares to be issued pursuant to the Merger have not been and will not be registered under the United States Securities Act of 1933 (as amended) nor under any of the relevant securities laws of any Restricted Jurisdiction. Accordingly, the New TPFG Shares may not be offered, sold or delivered, directly or indirectly, into any Restricted Jurisdiction, except pursuant to exemptions from applicable requirements of any such jurisdiction.
16. Application will be made for the New TPFG Shares to be admitted to AIM. It is expected that Admission will become effective and that trading in the New TPFG Shares will commence at 8.00 a.m. on the Business Day following the Effective Date.
17. Fractional entitlements to New TPFG Shares will be aggregated and allotted and issued to a nominee appointed by TPFG as nominee for the Belvoir Shareholders to whom such fractional entitlements apply, sold in the market and the net proceeds of sale will be distributed in due proportion to the Belvoir Shareholders entitled to them. However, individual fractional entitlements to amounts (net of expenses) not exceeding £5.00 will not be paid to persons who would otherwise be entitled to them under the Scheme, but will be retained for the benefit of the Combined Group.
18. 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.
19. The Merger is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by such use, means, instrumentality or facility from within any Restricted Jurisdiction.
20. The Scheme will be governed by English law and will be subject to the jurisdiction of the English courts, to the Conditions and further terms set out in this Appendix I, and to the full terms and Conditions to be set out in the Scheme Document in due course. The Merger will be subject to the applicable requirements of English law, the English courts, the Act, the Takeover Code, the Panel, the London Stock Exchange (including the AIM Rules), the FCA and the Registrar of Companies.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
Unless otherwise stated in this Announcement:
(a) financial information relating to TPFG has been extracted from the audited accounts of the TPFG Group for the financial year ended 31 December 2022 and the unaudited interim accounts of the TPFG Group for the six months ended 30 June 2023;
(b) financial information relating to Belvoir has been extracted from the audited accounts of the Belvoir Group for the financial year ended 31 December 2022 and the unaudited interim accounts of the Belvoir Group for the six months ended 30 June 2023;
(c) Belvoir's entire issued ordinary share capital has been calculated on the basis of 37,294,592 Belvoir Shares, being the number of Belvoir Shares in issue, excluding the 14,845 Belvoir Shares held in treasury, as at the Latest Practicable Date;
(d) TPFG's entire issued ordinary share capital has been calculated on the basis of 32,255,007 TPFG Shares, being the number of TPFG Shares in issue as at the Latest Practicable Date;
(e) the market capitalisation of the Combined Group has been calculated on the basis of the number of TPFG Shares in issue as at the Latest Practicable Date (as set out in paragraph (d) above) and the number of New TPFG Shares to be issued pursuant to the Merger (as set out in paragraph (f) below);
(f) the number of New TPFG Shares to be issued in respect of the Merger has been calculated on the basis of the 37,294,592 Belvoir Shares (as set out in paragraph (c) above) multiplied by the Exchange Ratio, resulting in the issue of approximately 30,073,501 New TPFG Shares;
(g) the percentage of the enlarged issued ordinary share capital of the Combined Group that will be owned by Belvoir Shareholders following completion of the Merger is calculated by dividing the number of New TPFG Shares to be issued pursuant to the terms of the Merger (as referred to in paragraph (f) above) by the enlarged issued share capital of the Combined Group (as calculated in paragraph (e) above) and multiplying the resulting amount by 100 to produce a percentage;
(h) the percentage of the enlarged issued ordinary share capital of the Combined Group that will be owned by TPFG Shareholders following completion of the Merger is calculated by dividing the number that is equal to the enlarged issued share capital of the Combined Group (as calculated in paragraph (e) above) less the number of New TPFG Shares to be issued pursuant to the terms of the Merger (as referred to in paragraph (f) above) by the enlarged issued share capital of the Combined Group and multiplying the resulting amount by 100 to produce a percentage;
(i) all share prices for Belvoir Shares are derived from the AIM Appendix of the Daily Official List;
(j) all share prices for TPFG Shares are derived from the AIM Appendix of the Daily Official List; and
(k) all share prices quoted for Belvoir Shares and TPFG Shares are Closing Prices.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
1. Irrevocable undertakings and letters of intent in respect of Belvoir Shares
A. Belvoir Directors' Irrevocable Undertakings
The following Belvoir Directors have given irrevocable undertakings to vote (or procure the vote) (as applicable) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting (or in the event that the Merger is implemented by way of an Offer, to accept or procure acceptance of such Offer), in each case in respect of their interests in Belvoir Shares (and those of their connected persons):
|
Name of Belvoir Director |
Number of Belvoir Shares in respect of which undertaking is given |
Percentage of Belvoir issued share capital at the Latest Practicable Date |
|
Jon Di-Stefano |
10,000 |
Close to 0.0 per cent. |
|
Dorian Gonsalves |
646,322 |
1.7 per cent. |
|
Louise George |
439,995 |
1.2 per cent. |
|
Michelle Brook |
475,162 |
1.3 per cent. |
|
Paul George |
20,000 |
0.1 per cent. |
|
Mark Newton |
435,507 |
1.2 per cent. |
|
Total |
2,026,986 |
5.4 per cent. |
The irrevocable undertakings entered into by the Belvoir Directors shall lapse and cease to have effect on the earlier to occur of:
|
· |
the Scheme Document or the Offer Document (as the case may be) not being posted to Belvoir Shareholders within 28 days (or such longer period as may be agreed between Belvoir, TPFG and the Panel) of this Announcement provided that if the Merger was initially being implemented by way of a Scheme and TPFG elects to exercise its right to implement the Merger by way of an Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement), or vice versa, the time period referred to in this paragraph shall be extended to refer to within 28 days of the issue of the announcement of the change in structure (or such other date for the posting of the Scheme Document or the Offer Document (as the case may be) as the Panel may require); |
|
|
· |
the Long Stop Date; |
|
|
· |
the Scheme (or Offer, as applicable) lapsing or being withdrawn in accordance with its terms, provided that this paragraph shall not apply: |
|
|
|
o |
where the Scheme is withdrawn or lapses as a result of TPFG exercising its right to implement the Merger by way of an Offer rather than a Scheme or vice versa; or |
|
|
o |
if the lapse or withdrawal is, in compliance with the requirements of the Takeover Code and the Panel, followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by TPFG (or a person acting in concert with it) to implement the Merger either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Act or a takeover offer; |
|
· |
any competing offer for the shares of Belvoir by a third party other than TPFG becomes unconditional (if implemented by way of takeover offer) or effective (if implemented by way of scheme of arrangement). |
|
B. Other Belvoir Shareholders
The following Belvoir Shareholder has given an irrevocable undertaking to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting (or in the event that the Merger is implemented by way of an Offer, to accept or procure acceptance of such Offer), in each case in respect of its interest in Belvoir Shares:
|
Name of Belvoir Shareholder giving undertaking |
Number of Belvoir Shares in respect of which undertaking is given |
Percentage of Belvoir issued share capital at the Latest Practicable Date |
|
Gresham House Asset Management |
6,174,431 |
16.6 per cent. |
|
Total |
6,174,431 |
16.6 per cent. |
The irrevocable undertaking entered into by this Belvoir Shareholder (the "GH Irrevocable Undertaking") shall lapse and cease to have effect on the earlier to occur of:
|
· |
the Long Stop Date; or |
|
|
· |
the Scheme (or Offer, as applicable) lapsing or being withdrawn in accordance with its terms, provided that this paragraph shall not apply: |
|
|
|
o |
where the Scheme is withdrawn or lapses as a result of TPFG exercising its right to implement the Merger by way of an Offer rather than a Scheme or vice versa; or |
|
|
o |
if the lapse or withdrawal is, in compliance with the requirements of the Takeover Code and the Panel, followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by TPFG (or a person acting in concert with it) to implement the Merger either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Act or a takeover offer. |
The GH Irrevocable Undertaking will cease to be binding, if a higher competing offer is announced by a third party and which represents an improvement of at least 5 per cent. or more over the value for each Belvoir Share offered by TPFG.
C. Letters of intent
The following Belvoir Shareholders have given non-binding letters of intent to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Belvoir General Meeting (or in the event that the Merger is implemented by way of an Offer, to accept or procure acceptance of such Offer), in each case in respect of their interests in Belvoir Shares:
|
Name of Belvoir Shareholder giving letter of intent |
Number of Belvoir Shares in respect of which letter of intent is given |
Percentage of Belvoir issued share capital at the Latest Practicable Date |
|
Amati Global Investors Limited |
796,000 |
2.1 per cent. |
|
Unicorn AIM VCT PLC |
2,023,305 |
5.4 per cent. |
|
Canaccord Genuity Asset Management Ltd |
605,250 |
1.6 per cent. |
|
Total |
3,424,555 |
9.2 per cent. |
2. Irrevocable undertakings and letters of intent in respect of TPFG Shares
A. TPFG Directors' Irrevocable Undertakings
The following TPFG Directors have given irrevocable undertakings to vote (or procure the vote) (as applicable) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting, in each case in respect of their interests in TPFG Shares (and those of their connected persons):
|
Name of TPFG Director |
Number of TPFG Shares in respect of which undertaking is given |
Percentage of TPFG issued share capital at the Latest Practicable Date |
|
Richard Martin |
7,039,950 |
21.8 per cent. |
|
Paul Latham |
79,727 |
0.2 per cent. |
|
Phil Crooks |
15,000 |
Close to 0.0 per cent. |
|
Dean Fielding |
37,874 |
0.1 per cent. |
|
David Raggett |
448,274 |
1.4 per cent. |
|
Gareth Samples |
142,070 |
0.4 per cent. |
|
Total |
7,762,895 |
24.1 per cent. |
The irrevocable undertakings entered into by the TPFG Directors shall lapse and cease to have effect on the earlier to occur of:
|
· |
the Scheme Document not being posted to Belvoir Shareholders within 28 days (or such longer period as may be agreed between Belvoir, TPFG and the Panel) of this Announcement, provided that if the Merger was initially being implemented by way of a Scheme and TPFG elects to exercise its right to implement the Merger by way of an Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement), or vice versa, the time period referred to in this paragraph shall be extended to refer to within 28 days of the issue of the announcement of the change in structure (or such other date for the posting of the Scheme Document or the Offer Document (as the case may be) as the Panel may require); |
|
|
· |
the Long Stop Date; |
|
|
· |
the Scheme (or Offer, as applicable) lapsing or being withdrawn in accordance with its terms, provided that this paragraph shall not apply: |
|
|
|
o |
where the Scheme is withdrawn or lapses as a result of TPFG exercising its right to implement the Merger by way of an Offer rather than a Scheme or vice versa; or |
|
|
o |
if the lapse or withdrawal is, in compliance with the requirements of the Takeover Code and the Panel, followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by TPFG (or a person acting in concert with it) to implement the Merger either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Act or a takeover offer; |
|
· |
any competing offer for the shares of Belvoir by a third party other than TPFG becomes unconditional (if implemented by way of takeover offer) or effective (if implemented by way of scheme of arrangement); or |
|
|
· |
the TPFG Resolution is duly passed by the requisite majority of TPFG Shareholders at the TPFG General Meeting. |
|
B. Other TPFG Shareholders
The following TPFG Shareholder has given an irrevocable undertaking to vote (or to procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting, in each case in respect of its interest in TPFG Shares:
|
Name of TPFG Shareholder giving undertaking |
Number of TPFG Shares in respect of which undertaking is given |
Percentage of TPFG issued share capital at the Latest Practicable Date |
|
Gresham House Asset Management |
5,627,3641 |
17.4 per cent. |
|
Total |
5,627,364 |
17.4 per cent. |
Note:
1. Includes 15,000 TPFG Shares which Gresham House Asset Management has agreed to acquire and which settlement in respect thereof is expected to occur on or following the date of this Announcement
The irrevocable undertaking entered into by this TPFG Shareholder shall lapse and cease to have effect on the earlier to occur of:
|
· |
the Scheme Document not being posted to Belvoir Shareholders within 28 days (or such longer period as may be agreed between Belvoir, TPFG and the Panel) of this Announcement, provided that if the Merger was initially being implemented by way of a Scheme and TPFG elects to exercise its right to implement the Merger by way of an Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement), or vice versa, the time period referred to in this paragraph shall be extended to refer to within 28 days of the issue of the announcement of the change in structure (or such other date for the posting of the Scheme Document or the Offer Document (as the case may be) as the Panel may require); |
|
|
· |
the Long Stop Date; |
|
|
· |
the Scheme (or Offer, as applicable) lapsing or being withdrawn in accordance with its terms, provided that this paragraph shall not apply: |
|
|
|
o |
where the Scheme is withdrawn or lapses as a result of TPFG exercising its right to implement the Merger by way of an Offer rather than a Scheme or vice versa; or |
|
|
o |
if the lapse or withdrawal is, in compliance with the requirements of the Takeover Code and the Panel, followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by TPFG (or a person acting in concert with it) to implement the Merger either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Act or a takeover offer; |
|
· |
any competing offer for the shares of Belvoir by a third party other than TPFG becomes unconditional (if implemented by way of takeover offer) or effective (if implemented by way of scheme of arrangement); |
|
|
· |
the TPFG Resolution is duly passed by the requisite majority of TPFG Shareholders at the TPFG General Meeting; or |
|
|
· |
the GH Irrevocable Undertaking lapses. |
|
C. Letters of intent
The following TPFG Shareholders have given non-binding letters of intent to vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting, in each case in respect of their interests in TPFG Shares:
|
Name of TPFG Shareholder giving letter of intent |
Number of TPFG Shares in respect of which letter of intent is given |
Percentage of TPFG issued share capital at the Latest Practicable Date |
|
Bavaria Industries Group AG |
2,917,984 |
9.0 per cent. |
|
Otus Capital Management |
1,990,393 |
6.2 per cent. |
|
Total |
4,908,377 |
15.2 per cent. |
APPENDIX IV
DEFINITIONS
In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:
|
"Act" |
the Companies Act 2006 (as amended) |
|
"Admission" |
the admission of the New TPFG Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules |
|
"AIM" |
AIM, a market operated by the London Stock Exchange |
|
"AIM Rules" |
the rules governing the admission to, and operation of, AIM as set out in the AIM Rules for Companies published by the London Stock Exchange from time to time |
|
"Announcement" |
this announcement |
|
"Belvoir" |
Belvoir Group PLC (incorporated in England and Wales under the Act with registered number 07848163), whose registered office is at The Old Courthouse, 60a London Road, Grantham, Lincolnshire NG31 6HR |
|
"Belvoir Board" or "Belvoir Directors" |
the board of directors of Belvoir and "Belvoir Director" means any member of the Belvoir Board |
|
"Belvoir General Meeting" |
the general meeting of Belvoir Shareholders to be convened to consider and, if thought fit, approve the Special Resolution, including any adjournment of such meeting |
|
"Belvoir Group" |
Belvoir, its subsidiaries, its holding companies, and the subsidiaries of its holding companies and, where the context so permits, each of them |
|
"Belvoir Meetings" |
the Court Meeting and the Belvoir General Meeting and "Belvoir Meeting" means either of them |
|
"Belvoir Share Schemes" |
the Belvoir Lettings CSOP Plan 2017 and the Belvoir Group Performance Share Plan 2017 |
|
"Belvoir Shareholders" |
holders of Belvoir Shares |
|
"Belvoir Shares" |
the ordinary shares of one penny each in the capital of Belvoir |
|
"Business Day" |
a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London |
|
"Cavendish" |
Cavendish Capital Markets Limited, financial adviser to Belvoir |
|
"CGL" |
Canaccord Genuity Limited, financial adviser to TPFG |
|
"Closing Price" |
the closing middle market quotation of a Belvoir Share or a TPFG Share (as the case may be) on a particular trading day as derived from the AIM Appendix of the Daily Official List |
|
"Combined Group" |
the combined businesses of the TPFG Group and the Belvoir Group following the completion of the Merger |
|
"Combined Group Board" |
the board of directors of TPFG following completion of the Merger |
|
"Conditions" |
the conditions to the Merger (including the Scheme) which are set out in Appendix I to this Announcement and to be set out in the Scheme Document |
|
"Confidentiality Agreement" |
the confidentiality agreement entered into between TPFG and Belvoir and dated 17 October 2023 relating to the Merger |
|
"connected person" |
as defined in section 252 of the Act |
|
"Co-operation Agreement" |
the co-operation agreement entered into between TPFG and Belvoir and dated 10 January 2024 relating to, amongst other things, the implementation of the Merger |
|
"Court" |
the High Court of Justice in England and Wales |
|
"Court Meeting" |
the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court under section 896 of the Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment of such meeting |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the operator (as defined in the CREST Regulations) |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
|
"Daily Official List" |
the daily official list of the London Stock Exchange |
|
"Dealing Disclosure"
"Disclosed"
|
the announcement concerning dealings in relevant securities of any party to the Merger required for the purposes of Rule 8 of the Takeover Code disclosed by, or on behalf of, Belvoir:(a) in Belvoir's annual report and audited financial statements for the financial year ended 31 December 2022; (b) in Belvoir's interim results for the six months ended 30 June 2023 (which are unaudited); (c) fairly disclosed prior to the date of this Announcement by, or on behalf of, Belvoir to TPFG (or their respective officers, employees, agents or advisers in their capacity as such), including, but not limited to, all matters fairly disclosed in the written replies, correspondence, documentation and information provided in an electronic data room created by or on behalf of Belvoir or sent to TPFG or any of their respective officers, employees, agents or advisers during the due diligence process and whether or not in response to any specific request for information made by any such person in respect of the Merger or via email or other form of correspondence; (d) disclosed in this Announcement; or (e) in any other announcement by Belvoir prior to the date of this Announcement (by delivery of an announcement to a Regulatory Information Service) |
|
"EBITDA" |
earnings before interest, taxation, depreciation and amortisation |
|
"Effective" |
in the context of the Merger: (a) if the Merger is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (b) if the Merger is implemented by way of an Offer, the Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code |
|
"Effective Date" |
the date on which the Scheme Court Order is delivered to the Registrar of Companies for registration and, accordingly, the Scheme becomes Effective in accordance with its terms |
|
"EweMove" |
EweMove Sales and Lettings Ltd (incorporated in England and Wales under the Act with registered number 07191403), whose registered office is at 2 St. Stephen's Court, St. Stephen's Road, Bournemouth, Dorset BH2 6LA |
|
"Exchange Ratio" |
0.806377 New TPFG Shares for each Belvoir Share |
|
"Excluded Shares" |
any Belvoir Shares: (a) registered in the name of, or beneficially owned by, TPFG, any member of the TPFG Group, or any of their nominee(s); or (b) held by Belvoir in treasury, in each case remaining in issue immediately prior to the Scheme Record Time, or: (c) issued (or, if relevant, transferred out of treasury) pursuant to the exercise of a share option under the Belvoir Share Schemes where the effective date of exercise of such share option is on or after the date on which the proposal to the holder of such share option is made by TPFG under Rule 15 of the Takeover Code, which shares continue to be held, at the Scheme Record Time, by the Belvoir Share Scheme participant to whom they were issued (or, if relevant, transferred out of treasury) pursuant to the exercise |
|
"Executive Resignations" |
has the meaning given to it in paragraph 6 ("Background to and reasons for the Merger") of this Announcement |
|
"Existing TPFG Shares" |
the TPFG Shares in issue at the date of this Announcement |
|
"FCA" |
the UK Financial Conduct Authority |
|
"Final Dividend" |
has the meaning given to it in paragraph 7 ("Dividends") of this Announcement |
|
"Forms of Proxy" |
as the context may require, either or both of (i) the form of proxy for use at the Court Meeting, and (ii) the form of proxy for use at the Belvoir General Meeting |
|
"FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
|
"FY21" |
the Belvoir financial year ended 31 December 2021 |
|
"FY22" |
the Belvoir financial year ended 31 December 2022 |
|
"FY23 TPFG Profit Forecast" |
the profit forecast included within TPFG's interim results announcement released on 12 September 2023 in respect of the six months to 30 June 2023, as set out in Appendix V to this Announcement |
|
"Hunters" |
Hunters Property Limited (formerly Hunters Property plc) (incorporated in England and Wales under the Act with registered number 09448465), whose registered office is at 2 St. Stephen's Court, St. Stephen's Road, Bournemouth, Dorset BH2 6LA |
|
"Latest Practicable Date" |
9 January 2024, being the latest practicable date prior to the publication of this Announcement |
|
"Listing Rules" |
the listing rules made by the FCA pursuant to section 73A of the FSMA |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"Long Stop Date" |
30 September 2024, or such later date as may be agreed by TPFG and Belvoir (with the Panel's consent and as the Court may approve, if such approval is required) |
|
"MAB" |
Mortgage Advice Bureau, a trading name of Mortgage Advice Bureau Limited and Mortgage Advice Bureau (Derby) Limited |
|
"Merger" |
the proposed acquisition by TPFG of the entire issued, and to be issued, ordinary share capital of Belvoir, other than Excluded Shares, to be implemented by means of the Scheme (or should TPFG elect (subject to the consent of the Panel and the terms of the Co-operation Agreement) by means of an Offer) and, where the context requires, any subsequent revision, variation, extension or renewal thereof |
|
"New TPFG Shares" |
the new ordinary shares of one penny each in the capital of TPFG to be allotted and issued credited as fully paid to holders of Scheme Shares pursuant to the Scheme |
|
"Offer" |
a takeover offer pursuant to Chapter 3 of Part 28 of the Act made by or on behalf of TPFG for the entire issued and to be issued share capital of Belvoir and, where the context so requires, any revision, extension or variation thereof |
|
"Offer Document" |
should the Merger be implemented by way of an Offer, the document that would be sent to Belvoir Shareholders containing, amongst other things, the terms and conditions of the Offer |
|
"Offer Period" |
the period commencing on the date of this Announcement and ending in accordance with the rules of the Takeover Code |
|
"Opening Position Disclosure" |
the announcement required for the purposes of Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Merger if the person concerned has such a position |
|
"Overseas Shareholders" |
Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom |
|
"Panel" |
the Panel on Takeovers and Mergers |
|
"pounds", "£", "pence" or "p" |
the lawful currency of the United Kingdom |
|
"Record Date" |
has the meaning given to it in paragraph 7 ("Dividends") of this Announcement |
|
"Registrar of Companies" |
the Registrar of Companies for England and Wales, within the meaning of the Act |
|
"Regulatory Information Service" |
any of the services set out in Appendix 3 to the Listing Rules |
|
"Retention Arrangements" |
has the meaning given to it in paragraph 6 ("Background to and reasons for the Merger") of this Announcement |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Merger (including this Announcement) is sent or made available to Belvoir Shareholders in that jurisdiction |
|
"Scheme" |
the scheme of arrangement proposed to be made pursuant to Part 26 of the Act between Belvoir and the Scheme Shareholders to implement the Merger, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Belvoir and TPFG, the full terms of which will be set out in the Scheme Document |
|
"Scheme Court Hearing" |
the hearing by the Court of the claim form for the sanction of the Scheme |
|
"Scheme Court Order" |
the order of the Court sanctioning the Scheme under section 899 of the Act |
|
"Scheme Document" |
the scheme document containing further details of, amongst other things, the Merger and the Scheme to be published by Belvoir and sent, or made available, to Belvoir Shareholders in due course |
|
"Scheme Record Time" |
the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date, or such later time as Belvoir and TPFG may agree |
|
"Scheme Shareholders" |
holders of a Scheme Share, and a "Scheme Shareholder" shall mean any one of the Scheme Shareholders |
|
"Scheme Shares" |
Belvoir Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document, but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time but on or before the Scheme Record Time on terms that the original or any subsequent holders are bound by the Scheme or in respect of which such holders shall have agreed in writing to be so bound, in each case, other than any Excluded Shares |
|
"Special Dividend" |
has the meaning given to it in paragraph 7 ("Dividends") of this Announcement |
|
"Special Resolution" |
such shareholder resolution(s) of Belvoir as are necessary to approve, implement and effect the Scheme and the Merger, including, without limitation, a special resolution to make certain amendments to the articles of association of Belvoir |
|
"Takeover Code" |
the City Code on Takeovers and Mergers, issued by the Panel from time to time |
|
"TPFG" |
The Property Franchise Group PLC (incorporated in England and Wales under the Act with registered number 08721920), whose registered office is at 2 St. Stephen's Court, St. Stephen's Road, Bournemouth, Dorset BH2 6LA |
|
"TPFG Board" or "TPFG Directors" |
the board of directors of TPFG and "TPFG Director" means any member of the TPFG Board |
|
"TPFG Circular" |
the circular to be sent by TPFG to TPFG Shareholders in connection with the Merger and the issue of the New TPFG Shares, containing a notice convening the TPFG General Meeting |
|
"TPFG General Meeting" |
the general meeting of TPFG Shareholders (and any adjournment thereof) for the purposes of considering and, if thought fit, approving the TPFG Resolution to grant the TPFG Directors authority to allot the New TPFG Shares |
|
"TPFG Group" |
TPFG, its subsidiaries, its subsidiary undertakings, its holding companies, and the subsidiaries of its holding companies and, where the context so permits, each of them |
|
"TPFG LTIP" |
has the meaning given to it in the paragraph 11 ("Share Schemes") of this Announcement |
|
"TPFG Resolution" |
the shareholder resolution of TPFG proposed to be passed by the TPFG Shareholders at the TPFG General Meeting to be set out in the notice of the TPFG General Meeting contained in the TPFG Circular |
|
"TPFG Shareholders" |
the holders of Existing TPFG Shares |
|
"TPFG Shares" |
ordinary shares of one penny each in the issued share capital of TPFG |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
|
"US" or "United States" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction |
|
"US Exchange Act" |
the US Securities Exchange Act 1934, as amended |
|
"US person" |
as defined in Regulation S, as promulgated under the Securities Act |
|
"US Securities Act" |
the United States Securities Act 1933, as amended, and the rules and regulations promulgated under such Act |
|
"Voting Record Time" |
6.00 p.m. on the day which is two days (excluding any part of a day that is not a Business Day) before the date of the Court Meeting or, if such Court Meeting is adjourned, 6.00 p.m. on the day which is two days (excluding any part of a day that is not a Business Day) before the date of such adjourned meeting |
|
"wider Belvoir Group" |
Belvoir, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Belvoir and such undertakings (aggregating their interests) have an interest in 20 per cent. or more of the voting or equity capital (or the equivalent) |
|
"wider TPFG Group" |
TPFG, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which TPFG and such undertakings (aggregating their interests) have an interest in 20 per cent. or more of the voting or equity capital (or the equivalent) |
For the purposes of this Announcement, the expressions "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the respective meanings given by the Act.
In this Announcement, references to the singular include the plural and vice versa, unless the context otherwise requires.
APPENDIX V
FY23 TPFG PROFIT FORECAST
Part A: FY23 TPFG Profit Forecast
On 12 September 2023, in the announcement of its interim results for the six months ended 30 June 2023, TPFG updated the market in relation to trading with reference to the expectations immediately prior to that announcement:
"The Board remains confident that trading remains in line with expectations for the full year and this confidence is reflected in the interim dividend for 2023, which I am pleased to report is up 10% to 4.6p."
Application of Rule 28 to the FY23 TPFG Profit Forecast
The statement from TPFG above sets an expectation for the 12 months ended 31 December 2023 (the "FY23 TPFG Profit Forecast") and constitutes a profit forecast for the purposes of Note 2(a) of Rule 28.1 of the Takeover Code.
TPFG Directors' confirmation
The TPFG Directors confirm that, as at the date of this Announcement, the FY23 TPFG Profit Forecast remains valid and that it has been properly compiled on the basis of the assumptions stated below and that the basis of accounting used is consistent with TPFG's accounting policies which are in accordance with International Financial Reporting Standards and those that TPFG applied in preparing its financial statements for the year ended 31 December 2022.
Further information on the basis of preparation of the FY23 TPFG Profit Forecast, including the principal assumptions on which it is based, is set out below.
Basis of preparation and principal assumptions
The FY23 TPFG Profit Forecast is based on the assumptions listed below.
Factors outside the influence or control of the TPFG Directors
|
· |
There will be no material changes to existing prevailing macroeconomic or political conditions in the markets and regions in which TPFG operates. |
|
· |
There will be no material changes to the conditions of the markets and regions in which TPFG operates or in relation to customer demand or the behaviour of competitors in those markets and regions. |
|
· |
The interest, inflation and tax rates in the markets and regions in which TPFG operates will remain materially unchanged from the prevailing rates. |
|
· |
There will be no material adverse events that will have a significant impact on TPFG's financial performance. |
|
· |
There will be no business disruptions that materially affect TPFG or its key customers, including natural disasters, acts of terrorism, cyberattack and/or technological issues or supply chain disruptions. |
|
· |
There will be no material changes to the foreign exchange rates that will have a significant impact on TPFG 's revenue or cost base. |
|
· |
There will be no material changes in legislation or regulatory requirements impacting on TPFG's operations or on its accounting policies. |
|
· |
There will be no material litigation in relation to any of TPFG's operations. |
|
· |
The Merger will not result in any material changes to TPFG's obligations to customers. |
|
· |
The Merger will not have any material impact on TPFG's ability to negotiate new business. |
Factors within the influence or control of the TPFG Directors
|
· |
There will be no material change to the present management of TPFG. |
|
· |
There will be no material change in the operational strategy of TPFG. |
|
· |
There will be no material adverse change in TPFG's ability to maintain customer and partner relationships. |
|
· |
There will be no material acquisitions or disposals. |
|
· |
There will be no material strategic investments over and above those currently planned. |
|
· |
There will be no material change in the dividend or capital policies of TPFG. |
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