REG - Belvoir Group PLC Property FranchiseGp - Publication of Scheme Document and TPFG Circular

BelvoirAnnouncement

24/01/2024 07:15

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RNS Number : 6798A  Belvoir Group PLC  24 January 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY 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

24 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 (the "Act")

PUBLICATION OF THE SCHEME DOCUMENT, THE TPFG CIRCULAR AND

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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,
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 "Merger").

PUBLICATION OF THE SCHEME DOCUMENT

Belvoir is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document"), containing, among other things, a letter from the
Non-executive Chairman of Belvoir, an explanatory statement pursuant to
section 897 of the Act, the full terms and Conditions of the Scheme, an
expected timetable of principal events, notices of the Court Meeting and the
General Meeting and details of the action to be taken by Belvoir Shareholders,
is being published today on Belvoir's website at
www.belvoirgroup.com/offer-for-Belvoir/
(http://www.belvoirgroup.com/offer-for-Belvoir/) and on TPFG's website at
www.propertyfranchise.co.uk
(https://protect-eu.mimecast.com/s/Bk9JCKQw7tqAKzpu3Vx0M?domain=propertyfranchise.co.uk/)
.

Copies of the Scheme Document and the Forms of Proxy for use in connection
with the Court Meeting and the General Meeting are today being sent to Belvoir
Shareholders and to holders of options or awards under the Belvoir Share
Plans.

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Document.

NOTICES OF THE COURT MEETING AND GENERAL MEETING AND ACTIONS REQUIRED

As detailed further in the Scheme Document, in order to become Effective, the
Scheme requires, among other things, the approval of a majority in number of
the Voting Scheme Shareholders present and voting (and entitled to vote),
either in person or by proxy at the Court Meeting (or any adjournment of the
Court Meeting), representing not less than 75 per cent. in value of the Voting
Scheme Shares held by such Voting Scheme Shareholders, and the passing of the
Resolution necessary to, amongst other things, implement the Scheme at the
General Meeting by the requisite majority of Belvoir Shareholders at the
General Meeting. Following the Court Meeting and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other Conditions (including
the approval by TPFG Shareholders in the TPFG General Meeting of the matters
referred to below in connection with the Merger), the Scheme must also be
sanctioned by the Court.

Notices convening the Court Meeting and the General Meeting of Belvoir, each
of which will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60
Chiswell Street, London EC1Y 4AG on 15 February 2024, are set out in the
Scheme Document. The Court Meeting will start at 11.00 a.m. on that date and
the General Meeting will start at 11.15 a.m. on that date (or as soon
thereafter as the Court Meeting is concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Voting Scheme Shareholders' opinion. Whether or not Voting
Scheme Shareholders and Belvoir Shareholders intend to attend and/or vote at
the Meetings, they are strongly advised to sign and return their Forms of
Proxy (by post or by hand) or transmit a proxy appointment or other voting
instruction (online or through CREST) for the Meetings as soon as possible.
Voting Scheme Shareholders and Belvoir Shareholders are also strongly
encouraged, in respect of both Meetings, to appoint "the Chair of the meeting"
as their proxy.

The Belvoir Directors, who have been so advised by Cavendish Capital Markets
Limited ("Cavendish") as to the financial terms of the Merger, consider the
terms of the Merger to be fair and reasonable. In providing its advice to the
Belvoir Directors, 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 unanimously recommend that Voting Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that
Belvoir Shareholders vote in favour of the Resolution to be proposed at the
General Meeting. The executive Directors of Belvoir have recently acquired
further Belvoir Shares to emphasise their full support for the Merger. The
Belvoir Directors who are interested in Belvoir Shares have irrevocably
undertaken to vote (or procure the vote) in respect of their own interests in
Belvoir Shares (and those of their connected persons) amounting to, in
aggregate, 2,057,275 Belvoir Shares, representing approximately 5.5 per cent.
of the issued share capital of Belvoir as at the Latest Practicable Date.

Belvoir Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

PUBLICATION OF THE TPFG CIRCULAR AND ACTIONS REQUIRED

Under the terms of the Merger, Belvoir Shareholders will be entitled to
receive 0.806377 New TPFG Shares in exchange for each Belvoir Share. The TPFG
Board is required to seek the approval of TPFG Shareholders for the requisite
authorities and powers to issue and allot such New TPFG Shares at the TPFG
General Meeting.

The TPFG Board is pleased to announce that the TPFG General Meeting is
expected to be held at 12.00 p.m. on 9 February 2024, at the offices of
Canaccord Genuity Limited at 88 Wood Street, London EC2V 7QR. An explanatory
circular and notice of the TPFG General Meeting (the "TPFG Circular") is being
posted and made available today to TPFG Shareholders. Copies of the TPFG
Circular are also being published and made available today on Belvoir's
website at www.belvoirgroup.com/offer-for-Belvoir/
(http://www.belvoirgroup.com/offer-for-Belvoir/) and on TPFG's website at
www.propertyfranchise.co.uk
(https://protect-eu.mimecast.com/s/Bk9JCKQw7tqAKzpu3Vx0M?domain=propertyfranchise.co.uk/)
.

The TPFG Directors consider the Merger to be in the best interests of TPFG and
the TPFG Shareholders as a whole and 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.

CANCELLATION OF ADMISSION TO TRADING

It is currently intended that shortly before the Effective Date, an
application will be made to the London Stock Exchange for the admission of the
Belvoir Shares to trading on AIM to be cancelled shortly following the
Effective Date. The last day of dealings in, and for registration of transfers
of, Belvoir Shares is expected to be the Business Day immediately prior to the
Effective Date and no transfers will be registered after 6.00 p.m. on that day
other than to TPFG (or as TPFG may direct) pursuant to the Belvoir articles of
association, as proposed to be amended by the Resolution at the General
Meeting.

On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid. In addition, entitlements to Scheme Shares held within the
CREST system will be cancelled on the Effective Date.

TIMETABLE

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of the requisite majority of
Voting Scheme Shareholders at the Court Meeting, of the requisite majority of
Belvoir Shareholders at the General Meeting and of the requisite majority of
TPFG Shareholders at the TPFG General Meeting, the sanction of the Court and
the satisfaction or, where applicable, waiver of the other Conditions (as set
out the Scheme Document), the Scheme is expected to become Effective by the
end of the first quarter of 2024. If any of the key dates set out in the
timetable change, notice of this change will be made by the issuance of an
announcement through a Regulatory Information Service.

INFORMATION FOR BELVOIR SHAREHOLDERS AND HELPLINE

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting, or how to complete the Forms of Proxy or
to submit your proxies through the CREST electronic proxy appointment service
or online, please contact Belvoir's registrar, Computershare, on +44 (0) 370
707 1762. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 8.30 a.m. and 5.30 p.m.,
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.

BELVOIR SHARE PLANS

In accordance with Rule 15 of the Takeover Code, participants in the Belvoir
Share Plans will be contacted shortly by way of joint letter (the "Rule 15
Letters"). The Rule 15 Letters contain details regarding the effect of the
Scheme on participants' rights under the Belvoir Share Plans and the
arrangements applicable to those participants, including details of
appropriate proposals being made in relation to such rights and relevant dates
and times.

Enquiries:

 Enquiries:                                                        Tel: + 44 (0) 1202 405 549

 The Property Franchise Group PLC
 Gareth Samples

David Raggett
 Canaccord Genuity Limited                                         Tel: + 44 (0) 20 7523 8000

(Financial Adviser, Nominated Adviser and Joint Broker to TPFG)
 Max Hartley

Harry Rees
 Singer Capital Markets Advisory LLP                               Tel: + 44 (0) 20 7496 3000

 (Joint Broker to TPFG)
 Rick Thompson

 James Fischer
 Alma PR                                                           Tel: + 44 (0) 20 3405 0205

 (PR Adviser to TPFG)                                              propertyfranchise@almastrategic.com
 Justine James

 Joe Pederzolli

 Kinvara Verdon
 Belvoir Group PLC                                                 Tel: + 44 (0) 1476 584 900
 Dorian Gonsalves

Louise George
 Cavendish Capital Markets Limited                                 Tel: + 44 (0) 20 7886 2500

(Rule 3 Adviser, Nominated Adviser and Broker to Belvoir)
 Julian Blunt

Henrik Persson

 Edward Whiley
 Buchanan                                                          Tel: + 44 (0) 20 7466 5000

 (PR Adviser to Belvoir)
 Charles Ryland

Abby Gilchrist

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.

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.

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.

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 a Takeover 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 a Takeover 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 a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover 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 Takeover
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 a Takeover
Offer, such Takeover 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 a Takeover 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 Takeover Offer during the period in which such
Takeover 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.

Provision of 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, 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 and Belvoir's websites at, respectively,
www.propertyfranchise.co.uk (http://www.propertyfranchise.co.uk) and
www.belvoirgroup.com/offer-for-Belvoir/
(http://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. Belvoir
Shareholders should also telephone this helpline with they have questions
about this announcement, the Scheme Document, the Court Meeting or the General
Meeting, or how to complete the Forms of Proxy or to submit your proxies
through the CREST electronic proxy appointment service or online. 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.

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.

Appendix

Expected Timetable of Principal Events

 

 Event                                                                                                                                                                 Expected time/date
 Publication of the Scheme Document                                                                                                                                    24 January 2024
 TPFG General Meeting                                                                                                                                                  12.00 p.m. on 9 February 2024
 Latest time for lodging Forms of Proxy or for submitting proxy instructions
 via the eProxy shareholder portal and the CREST electronic proxy appointment
 service:
 Court Meeting (blue Form of Proxy)                                                                                                                                    11.00 a.m. on 13 February 2024((1))
 General Meeting (white Form of Proxy)                                                                                                                                 11.15 a.m. on 13 February 2024((2))
 Voting Record Time                                                                                                                                                    6.00 p.m. on 13 February 2024((3))
 Court Meeting                                                                                                                                                         11.00 a.m. on 15 February 2024
 General Meeting                                                                                                                                                       11.15 a.m. on 15 February 2024
 The following dates are indicative only and are based on the current
 expectations of the Belvoir Directors and the TPFG Directors and may be
 subject to change; please see note (5) below.
 Scheme Sanction Hearing                                                                                     a date ("D"), to be determined and announced, expected to be by the end of the
                                                                                                             first quarter of 2024, subject to the satisfaction (or, if applicable, waiver)
                                                                                                             of the Conditions (other than Conditions 1 and 2(c)) ((4) (5))
 Last day of dealings in, and for registration of transfers of, and disablement                              D
 of CREST for, Belvoir Shares
 Scheme Record Time                                                                                          6.00 p.m. on D
 Suspension of dealings in Belvoir Shares                                                                    7.30 a.m. on D+1 Business Day
 Effective Date of the Scheme((6))                                                                           D+1 Business Day
 Cancellation of admission of Belvoir Shares to trading on AIM                                               by no later than 8.00 a.m. on D+2 Business Days
 Admission and commencement of dealings of the New TPFG Shares on AIM                                        by no later than 8.00 a.m. on D+2 Business Days
 Issuance of New TPFG Shares                                                                                 D+2 Business Days
 CREST accounts of Belvoir Shareholders credited with New TPFG Shares                                        at or soon after 8.00 a.m. on D+2 (but not later than 14 days after the
                                                                                                             Effective Date)
 Despatch of share certificates for the New TPFG Shares                                                      within 14 days after the Effective Date
 Long Stop Date                                                                                              11.59 p.m. on 30 September 2024((7))

Notes:

(1)           It is requested that blue Forms of Proxy for the Court
Meeting be lodged no later than 48 hours (excluding any part of a day that is
not a Business Day) before the time appointed for the Court Meeting or, in the
case of an adjourned meeting, 48 hours (excluding any part of a day that is
not a Business Day) before the time appointed for the adjourned Court Meeting.
Blue Forms of Proxy not so lodged may be completed and handed to the Chair of
the Court Meeting at any time before the start of the Court Meeting.

 

(2)           White Forms of Proxy for the General Meeting must be
lodged no later than 48 hours (excluding any part of a day that is not a
Business Day) before the time appointed for the General Meeting or, in the
case of an adjourned meeting, 48 hours (excluding any part of a day that is
not a Business Day) before the time appointed for the adjourned General
Meeting.

 

(3)           If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned meeting will be
6.00 p.m. on the date which is two days (excluding any part of a day that is
not a Business Day) before the date set for such adjourned meeting or as soon
after 11.15 a.m. as the Court Meeting shall have concluded or been adjourned.

 

(4)           These dates are indicative only and will depend,
amongst other things, on the date upon which: (i) the Conditions are satisfied
or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and
(iii) the Court Order is delivered to the Registrar of Companies.

 

(5)           The Scheme Sanction Hearing is to be held on a date to
be determined following the satisfaction (or, if applicable, waiver) of the
Conditions (other than Conditions 1 and 2(c)), as set out in Part A of Part
III (Conditions to and Certain Further Terms of the Scheme and the Merger) of
the Scheme Document.

 

(6)           The Scheme will become Effective pursuant to its terms
upon the Court Order being delivered to the Registrar of Companies.

 

(7)           This is the latest date by which the Scheme may become
Effective unless Belvoir and TPFG agree (and, if required, the Panel consents
to and the Court approves) a later date.

 

All references in this announcement to times are to London time unless
otherwise stated. The dates and times given are indicative only and are based
on Belvoir's and TPFG's current expectations and may be subject to change
(including as a result of changes to the regulatory timetable). If any of the
expected times and/or dates above change, the revised times and/or dates will
be notified to Belvoir Shareholders by announcement through a Regulatory
Information Service.

 

 

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