REG - Belvoir Group PLC Property FranchiseGp - Recommended All-Share Merger With TPFG

BelvoirAnnouncement

10/01/2024 07:00

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RNS Number : 1699Z  Belvoir Group PLC  10 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.

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

●          The boards of The Property Franchise Group PLC ("TPFG")
and Belvoir Group

PLC ("Belvoir") are pleased to announce that they have reached agreement on
the terms and conditions of a recommended all-share merger of Belvoir and TPFG
(the "Merger") to create a leading property franchise business (the "Combined
Group").

●          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.

●          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.

●          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.

●          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.

●          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 Merger is to be implemented by means of a
Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act.

●          Under the terms of the Merger, each Scheme Shareholder
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.

●          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.

●          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.

●          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.

●          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.

●          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.

●          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.

●          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.

●          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.

 

 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                                            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

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
(http://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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10(th) 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 (http://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:

·      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;

·      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;

·      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

·      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:

●          the Court Meeting is not held by the 22(nd) 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);

●          the Belvoir General Meeting is not held by the 22(nd)
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);

●          the Scheme Court Hearing is not held by the 22(nd) 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

●          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
 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                                            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

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
(http://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 (1)0th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the (1)0th 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 (http://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               5,627,364(1)                                                    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"                    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
 "Disclosed"                             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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