THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE RELEASE
9 February
2024
RECOMMENDED ALL-SHARE MERGER
OF
BELVOIR GROUP PLC
AND
THE PROPERTY FRANCHISE GROUP PLC
to be implemented by means of a scheme of
arrangement
pursuant to Part 26 of the Companies Act 2006 (the
"Act")
RESULT OF GENERAL
MEETING
Introduction
On 10 January 2024, the boards of Belvoir Group
PLC ("Belvoir") and The
Property Franchise Group PLC ("TPFG"), announced that they had
reached agreement on the terms of a recommended all-share merger of
TPFG and Belvoir (the "Merger"), proposed to be implemented
by means of a Court-sanctioned scheme of arrangement between
Belvoir and its shareholders pursuant to Part 26 of the Act (the
"Scheme").
Capitalised terms used in this announcement
have the meanings given to them in the circular published by TPFG
on 24 January 2024 (the "TPFG
Circular"), unless the context provides
otherwise.
Result of General Meeting
The TPFG Board was delighted to see such a high
percentage of votes cast and to receive the overwhelming support of
TPFG Shareholders for the Merger. It is pleased to announce that
the requisite majority of TPFG Shareholders voted, on a poll, to
pass the ordinary resolution proposed at the General Meeting (the
"TPFG
Resolution").
Full details of the TPFG Resolution are set out
in the notice of the General Meeting contained in the TPFG
Circular.
The results of the poll at the General Meeting
are set out in the table below.
|
For(2)
|
Against(2)
|
Total(2)
|
Withheld(1)
|
TPFG
Resolution
|
Number of
votes
|
Percentage of
votes (%)
|
Number of
votes
|
Percentage of
votes (%)
|
Number of
votes
|
Number of
votes
|
Approval of
authority to allot the New TPFG Shares
|
24,035,762
|
99.99
|
2,228
|
0.01
|
24,037,990
|
0
|
Notes:
(1) A vote withheld is not a vote in law and is
not counted in the calculation of the proportion of votes 'For' or
'Against' the TPFG Resolution.
(2) Rounded to two decimal places.
(3) The total number of TPFG Shares in issue was
32,255,007.
The Scheme remains subject to the satisfaction
or (where applicable) waiver of the remaining Conditions (other
than Conditions 1 and 2(c)) in Part III (Conditions to and Certain Further Terms of
the Scheme and the Merger) of the Scheme
Document.
The person responsible for arranging the
release of this announcement on behalf of TPFG is David Raggett, a
director of TPFG.
Enquiries:
The Property Franchise Group
PLC Gareth Samples
David Raggett
|
Tel: + 44 (0) 1202
405 549
|
Canaccord Genuity Limited
(Financial Adviser, Nominated Adviser and Joint Broker to
TPFG) Max Hartley
Harry Rees
|
Tel: + 44 (0) 20 7523
8000
|
Singer Capital Markets
Limited
(Joint Broker to TPFG)
Rick Thompson
James
Fischer
|
Tel: + 44 (0) 20 7496
3000
|
Alma Strategic
Communications
(PR Adviser to TPFG)
Justine James
Joe
Pederzolli
Kinvara
Verdon
|
Tel: + 44
(0) 20 3405 0205
propertyfranchise@almastrategic.com
|
Important
notices
Canaccord Genuity Limited, which, in the United Kingdom, is
authorised and regulated by the Financial Conduct Authority, is
acting exclusively for TPFG and no one else in connection with the
Merger and will not be responsible to anyone other than TPFG for
providing the protections afforded to clients of CGL nor for
providing advice in relation to the Merger or any other matter or
arrangement referred to in this announcement.
Further
information
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 is being 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 contains 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 Resolution to be
proposed at the Belvoir General Meeting. Any decision in respect
of, or other response to, the Merger should, in the case of Belvoir
Shareholders, 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, in the case of TPFG Shareholders,
also on the basis of the information in the TPFG
Circular.
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.
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
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.
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.
Publication on websites,
availability of hard copies and shareholder
helpline
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
website at www.propertyfranchise.co.uk,
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 website
referred to above is not incorporated into and does not form part
of this announcement.
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.
General
TPFG reserves the right to elect, with the consent of the
Panel (where necessary), and subject to the terms and conditions of
the Co-operation Agreement, to implement the Merger by way of a
Takeover Offer for the entire issued and to be issued share capital
of Belvoir not already held by TPFG as an alternative to the
Scheme. In such an event, a Takeover Offer will be implemented on
substantially the same terms, so far as applicable, as those which
would apply to the Scheme.
If
the Merger is effected by way of Takeover Offer, and such Takeover
Offer becomes or is declared unconditional in all respects and
sufficient acceptances are received, TPFG intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act so as to acquire compulsorily the remaining Belvoir
Shares in respect of which the Takeover Offer has not been
accepted.
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 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.