REG - Belvoir Group PLC Property FranchiseGp - Investor Presentation via Investor Meet Company

BelvoirAnnouncement

16/01/2024 07:00

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RNS Number : 7680Z  Belvoir Group PLC  16 January 2024

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.

For immediate release

16 January 2024

RECOMMENDED ALL-SHARE MERGER

OF

THE PROPERTY FRANCHISE GROUP PLC

AND

BELVOIR GROUP PLC

 

to be implemented by means of a scheme of arrangement

pursuant to Part 26 of the Companies Act 2006

Investor Presentation via Investor Meet Company

 

 

On 18 January 2024 at 4.30 p.m. (GMT), Gareth Samples (CEO of TPFG) and Dorian
Gonsalves (CEO of Belvoir) will provide a presentation (the "Presentation")
relating to proposed recommended all-share merger of TPFG and Belvoir (the
"Merger") via Investor Meet Company.

 

Defined terms used in this announcement have the meanings given to them in the
announcement of the Merger, by TPFG and Belvoir on 10 January 2024 (the
"Merger Announcement").

 

At this Presentation the benefits of the Merger envisaged by both CEOs will be
summarised, including the reasons why the Merger should be attractive to TPFG
and Belvoir Shareholders alike.

 

The Presentation will be open to, amongst others, all shareholders of TPFG
and/or Belvoir. To access the Presentation, investors can sign up to Investor
Meet Company for free using the following link:

 

https://www.investormeetcompany.com/belvoir-group-plc/register
(https://www.investormeetcompany.com/belvoir-group-plc/register)

 

Those who already follow TPFG or Belvoir on the Investor Meet Company platform
will automatically be notified and invited.

 

If TPFG and Belvoir Shareholders wish to raise questions in advance of the
Presentation, they can do so via their Investor Meet Company "dashboard"
accessible through the links above. All questions must be submitted prior to
the Presentation and must be received by no later than 9.00 a.m. (GMT) on 17
January 2024. To the extent that the TPFG and Belvoir CEOs are able, and in
line with restrictions and obligations applying under the Takeover Code and
under applicable law, they will endeavour to answers as many of those
questions as possible, during the Presentation or after it. A recorded version
of the Presentation and associated materials, will also subsequently be
available (subject to certain restrictions relating to persons in Restricted
Jurisdictions) via the respective websites of TPFG and Belvoir, until the end
of the Offer Period, at www.propertyfranchise.co.uk
(http://www.propertyfranchise.co.uk) and
www.belvoirgroup.com/offer-for-Belvoir/.
(http://www.belvoirgroup.com/offer-for-Belvoir/)

 

 

 

Enquiries:  support@investormeetcompany.com
(mailto:support@investormeetcompany.com)

 

 

Important notices

This announcement and the Presentation are for information purposes only. They
do 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, the Presentation or otherwise in any jurisdiction. This
announcement and the Presentation do 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 the Merger 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 PRESENTATION IS (SUBJECT TO THE RESTRICTIONS IN THIS ANNOUNCEMENT
REGARDING ACCESS BY PERSONS IN CERTAIN RESTRICTED JURISDICTIONS), DIRECTED
ONLY AT THE SHAREHOLDERS OF BELVOIR AND TPFG, IN CONNECTION WITH THE MERGER,
AND AT NO OTHER PERSONS WHATSOEVER, AND SHOULD NOT BE RELIED UPON FOR ANY
OTHER PURPOSE OR BY ANY OTHER PERSON.

In accordance with Rule 30.3 of the Takeover Code, a person so entitled may
request a hard copy of the Presentation (and any document incorporated into it
by reference to another source), when they become available, free of charge,
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. A hard copy of the Presentation (and any
document incorporated into it by reference to another source) will not be sent
unless so requested. A person so entitled may also request that all future
documents, announcements and information to be sent to them in relation to the
Merger should be in hard copy form.

Overseas Shareholders

The release, publication or distribution of, or access to, the Presentation
in, into or from jurisdictions other than the United Kingdom (including by
persons who are citizens of, or are resident or located in, jurisdictions
outside the United Kingdom) may be restricted by law and therefore any persons
who are subject to the law of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Belvoir Shares at the Belvoir Meetings, or to
appoint another person as proxy to vote at the Belvoir Meetings on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located.

COPIES OF THE PRESENTATION, AND ANY OTHER DOCUMENTATION RELATING TO THE
MERGER, WILL NOT BE AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR
OTHERWISE FORWARDED, DISTRIBUTED, SENT OR ACCESSED IN, INTO OR FROM ANY
RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE
LAWS OF THAT JURISDICTION. PERSONS RECEIVING OR ACCESSING SUCH MATERIALS
(INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE
FORWARD, DISTRIBUTE OR SEND THEM IN, INTO OR FROM ANY RESTRICTED JURISDICTION.
ANY FAILURE TO COMPLY WITH SUCH APPLICABLE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION AND/OR MAY RENDER
INVALID ANY RELATED PURPORTED VOTE IN RESPECT OF THE MERGER, WHETHER AT THE
BELVOIR MEETINGS OR AT THE TPFG GENERAL MEETING.

It is the responsibility of each Overseas Shareholder to satisfy themself as
to the full observance of the laws and regulatory requirements of the relevant
jurisdiction in connection with the Merger, including obtaining any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.

To the fullest extent permitted by applicable law, TPFG, Belvoir and any other
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 Merger 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, whether
at the Belvoir Meetings or at the TPFG General Meeting, by use of mail or any
other means or instrumentality (including, without limitation, facsimile,
email or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction.

The availability of New TPFG Shares, as part of the consideration payable
under the Merger, to Belvoir Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which
they are resident. Further details will be set out in the Scheme Document. 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, unless an exemption under relevant
securities laws is available, including the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10) of that
Act, the New TPFG Shares are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly, in, into or from the United
States. Neither the SEC nor any state securities commission has approved or
disapproved the New TPFG Shares or passed upon the accuracy or adequacy of the
Presentation. Any representation to the contrary is a criminal offence in the
United States. Financial statements, and all financial information that is
included in the Presentation or that may be included in any other materials
relating to the Merger, have been or will be prepared in accordance with
International Financial Reporting Standards or other reporting standards or
accounting practice which may not be comparable to financial statements of
companies in the United States or other companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.

 

 

 

 

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