REG - Belvoir Group PLC Property FranchiseGp - SCHEME OF ARRANGEMENT EFFECTIVE

BelvoirAnnouncement

07/03/2024 14:30

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RNS Number : 0460G  Belvoir Group PLC  07 March 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

7 March 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")

SCHEME OF ARRANGEMENT EFFECTIVE

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
("Merger").  The Merger is to be implemented by means of a scheme of
arrangement under Part 26 of the Act ("Scheme").  A circular in relation to
the Scheme was published by Belvoir on 24 January 2024 ("Scheme Document").

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

On 15 February 2024, the Voting Scheme Shareholders and the Belvoir
Shareholders approved the Scheme and certain matters relating to its
implementation at, respectively, the Court Meeting and the General Meeting.
 On 6 March 2024, Belvoir announced that the High Court of Justice had
sanctioned the Scheme at the Court Sanction Hearing held earlier on the same
date.

Belvoir is pleased to announce that following the delivery of a copy of the
Court Order (together with a copy of the Scheme and all documents required to
be annexed thereto) to the Registrar of Companies today, the Scheme has now
become Effective in accordance with its terms.

Suspension and cancellation of trading of Belvoir Shares on the AIM market

As previously announced, dealings in Belvoir Shares were suspended with effect
from 7.30 a.m. this morning, 7 March 2024.  As a result of the Scheme having
become Effective, share certificates in respect of Scheme Shares will cease to
be valid documents of title and entitlements to Scheme Shares held in
uncertificated form in CREST are being cancelled.

An application has been made for the cancellation of the admission to trading
of Belvoir Shares on AIM, which is expected to take effect at 7.00 a.m.
tomorrow, 8 March 2024.

Belvoir is no longer in an "Offer Period" as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

 

Settlement and Admission of New TPFG Shares

In consideration for the transfer of the Scheme Shares to TPFG, Scheme
Shareholders on the register of members of Belvoir at the Scheme Record Time,
being 6.00 p.m. on 6 March 2024, will be entitled to receive 0.806377 New TPFG
Shares for each Scheme Share held by them at the Scheme Record Time.

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by way of despatch of share certificates or the crediting of
CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated
form and uncertificated form, respectively) as soon as practicable (with CREST
accounts expected to be credited on or shortly after 8.00 a.m. tomorrow, 8
March 2024) and in any event not later than 21 March 2024.

The admission of the New TPFG Shares to trading on AIM, and commencement of
dealings in the New TPFG Shares, is expected to occur at 8.00 a.m. tomorrow, 8
March 2024.

The person responsible for arranging the release of this announcement on
behalf of Belvoir is Jon Di-Stefano, a director of Belvoir.

Enquiries:

 The Property Franchise Group PLC                                  Tel: + 44 (0) 1202 405 549
 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

Important notices

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.

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, which
contains the full terms and conditions of the Merger. 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.

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.  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.

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 U.S. Securities Exchange Act of 1934 (the "US Exchange Act").
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.

The New TPFG Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933 (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 are
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), the
Court's 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.

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.

Time

All references to time in this announcement are to London time, unless
otherwise stated.

 

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