REG - Belvoir Group PLC Property FranchiseGp - COURT SANCTION OF THE SCHEME OF ARRANGEMENT

Property FranchiseAnnouncement

06/03/2024 17:15

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RNS Number : 8901F  Belvoir Group PLC  06 March 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

6 March 2024

 

RECOMMENDED ALL-SHARE MERGER

 

OF

 

BELVOIR GROUP PLC

 

AND

 

THE PROPERTY FRANCHISE GROUP PLC

 

to be implemented by means of a scheme of arrangement pursuant to Part 26 of
the Companies Act 2006 (the "Act")

COURT SANCTION OF THE SCHEME OF ARRANGEMENT

On 10 January 2024, the boards of Belvoir Group PLC ("Belvoir") and The
Property Franchise Group PLC ("TPFG") announced that they had reached
agreement on the terms of a recommended all-share merger of TPFG and Belvoir
("Merger").  The Merger is to be implemented by means of a scheme of
arrangement under Part 26 of the Act ("Scheme").  A circular in relation to
the Scheme was published by Belvoir on 24 January 2024 ("Scheme Document").

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

Further to the announcement made on 15 February 2024 confirming that the
Scheme, and certain matters relating to its implementation, had been duly
approved by the Voting Scheme Shareholders and the Belvoir Shareholders at,
respectively, the Court Meeting and the General Meeting, Belvoir is pleased to
announce that the High Court of Justice has today sanctioned the Scheme.

It is anticipated that the Effective Date of the Scheme will be tomorrow, 7
March 2024, which is when delivery of a copy of the Court Order (together with
a copy of the Scheme and all documents required to be annexed thereto (if
any)) to the Registrar of Companies is expected to occur.

The last day of dealings in, and for the registration and transfer of, and
disablement in CREST of, Belvoir Shares is expected to be today, 6 March 2024.
 The Scheme Record Time is expected to be 6.00 p.m. today, 6 March 2024.  An
application has been made for the suspension of trading in Belvoir Shares on
AIM and such suspension is expected to take effect from 7.30 a.m. tomorrow, 7
March 2024. The cancellation of Belvoir Shares from admission to trading on
AIM has also been applied for and will, subject to the Scheme becoming
Effective, take effect at 7.00 a.m. on 8 March 2024.

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

A further announcement will be made when the Scheme has become Effective.

The person responsible for arranging the release of this announcement on
behalf of Belvoir is Louise George, a director of Belvoir.

Enquiries:

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

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

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

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

 (Joint Broker to TPFG)
 Rick Thompson

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

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

 Joe Pederzolli

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

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

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

Henrik Persson

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

 (PR Adviser to Belvoir)
 Charles Ryland

Abby Gilchrist

Important notices

Canaccord Genuity Limited ("CGL"), which, in the United Kingdom, is authorised
and regulated by the Financial Conduct Authority, is acting exclusively for
TPFG and no one else in connection with the Merger and will not be responsible
to anyone other than TPFG for providing the protections afforded to clients of
CGL nor for providing advice in relation to the Merger or any other matter or
arrangement referred to in this announcement.

Cavendish Capital Markets Limited ("Cavendish"), which, in the United Kingdom,
is authorised and regulated by the Financial Conduct Authority, is acting
exclusively for Belvoir and no one else in connection with the Merger and will
not be responsible to anyone other than Belvoir for providing the protections
afforded to clients of Cavendish nor for providing advice in relation to the
Merger or any other matter or arrangement referred to in this announcement.

Further information

This announcement is for information purposes only. It does not constitute an
offer or form part of any offer or an invitation to purchase, subscribe for,
sell or issue, any securities or a solicitation of any offer to purchase,
subscribe for, sell or issue any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation is unlawful.
This announcement does not comprise a prospectus or a prospectus exempted
document.

The Merger is being made solely by means of the Scheme Document (or, if the
Merger is, with the consent of the Panel (and subject to the terms of the
Co-operation Agreement), implemented by way of a Takeover Offer, the Offer
Document) which contains the full terms and conditions of the Merger.

Overseas shareholders

The release, publication or distribution of this announcement and the
allotment and issue of the New TPFG Shares in jurisdictions other than the
United Kingdom may be restricted by law and/or regulation. No action has been
taken by Belvoir or TPFG to obtain any approval, authorisation or exemption to
permit the allotment or issue of the New TPFG Shares or the possession or
distribution of this announcement in any jurisdiction, other than in the
United Kingdom.

Persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with such restrictions or requirements
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Merger disclaim any responsibility or liability for the
violation of such restrictions by any person.

Unless otherwise determined by TPFG or required by the Takeover Code, and
permitted by applicable law and regulation, the New TPFG Shares to be issued
pursuant to the Merger to Belvoir Shareholders will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction.  Copies of this announcement
and any formal documentation relating to the Merger are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in or into or from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. If the Merger is implemented by way of a Takeover
Offer (unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.

The availability of the New TPFG Shares to persons who are not resident in the
United Kingdom may be affected by the laws and/or regulations of the relevant
jurisdiction in which they are located. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

This announcement has been prepared for the purposes of complying with English
law, the Takeover Code, the Rules of the London Stock Exchange and the AIM
Rules and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws and regulations of any jurisdiction outside the United Kingdom.

Notice to US holders of Belvoir Shares

Neither the United States Securities and Exchange Commission nor any other US
federal or state securities commission or regulatory authority has reviewed,
approved or disapproved this announcement, any of the proposals described in
this announcement or the New TPFG Shares or passed an opinion on the accuracy
or the adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.

The Merger relates to shares of an English company with a quotation on AIM and
is proposed to be effected by means of a scheme of arrangement under the laws
of England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender offer rules
under the U.S. Securities Exchange Act of 1934 (the "US Exchange Act").
Accordingly, the Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of the US proxy solicitation and tender offer
rules. However, if TPFG exercises its right, with the consent of the Panel
(and subject to the terms of the Co-operation Agreement), to implement the
Merger by means of a Takeover Offer, such Takeover Offer will be made in
compliance with all applicable laws and regulations, including Section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer
would be made in the United States by TPFG and no one else.

In accordance with normal UK practice and pursuant to Rule 14e-15(b) of the US
Exchange Act, TPFG, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to purchase,
shares in Belvoir outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases or
arrangements to purchase were to be made they would be made outside of the
United States and would comply with applicable law and regulation, including
the US Exchange Act. Any information about such purchases will be disclosed as
required in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.

The New TPFG Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933 (the "US Securities Act") or under the securities laws
of any state or other jurisdiction of the United States. Accordingly, the New
TPFG Shares may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into or from the United
States absent registration under the US Securities Act or an exemption
therefrom.  The New TPFG Shares are expected to be issued in reliance upon
the exemption from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. US Belvoir Shareholders who 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), the
Court's sanctioning of the Scheme will be relied upon by TPFG as an approval
of the Scheme following a hearing on its fairness to Belvoir Shareholders.The
receipt of New TPFG Shares and cash pursuant to the Merger by a US Belvoir
Shareholder may be a taxable transaction for US federal income tax purposes,
and may also be a taxable transaction under applicable state and local tax
laws, as well as foreign and other tax laws. Each Belvoir Shareholder is urged
to consult his independent professional advisor immediately regarding the tax
consequences of the Merger.

It may be difficult for US Belvoir Shareholders to enforce their rights and
claims arising out of the US federal securities laws, since TPFG and Belvoir
are located in countries other than the United States, and some or all of
their officers and directors may be residents of countries other than the
United States.  US Belvoir Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgment.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Cautionary note regarding forward looking statements

This announcement contains certain statements which are, or may be deemed to
be, forward looking statements with respect to the financial condition,
results of operations and business of Belvoir or the Belvoir Group and TPFG or
the TPFG Group and certain plans and objectives of the Belvoir Board and the
TPFG Board. These forward looking statements can be identified by the fact
that they do not relate to historical or current facts. Forward looking
statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These statements are based
on assumptions and assessments made by the Belvoir Board and the TPFG Board in
the light of their experience and their perception of historical trends,
current conditions, expected future developments and other factors they
believe appropriate. By their nature, forward looking statements involve risk
and uncertainty and the factors described in the context of such forward
looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward looking statements.

Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in this announcement. Except as required by the Panel,
the FCA, the London Stock Exchange, the AIM Rules, or any other applicable law
and/or regulation, Belvoir and TPFG assume no obligation to update or correct
the information contained in this announcement.

Provision of information relating to Belvoir Shareholders

Belvoir Shareholders should note that addresses, electronic addresses and
certain other information provided by them and other relevant persons for the
receipt of communications from Belvoir may be provided to TPFG during the
Offer Period as required under section 4 of Appendix 4 to the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.

Publication on websites, availability of hard copies and shareholder helpline

Pursuant to Rule 26 of the Takeover Code, a copy of this announcement and
other documents in connection with the Merger will be available free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at TPFG's and Belvoir's websites at, respectively,
www.propertyfranchise.co.uk (http://www.propertyfranchise.co.uk) and
www.belvoirgroup.com/offer-for-Belvoir/
(http://www.belvoirgroup.com/offer-for-Belvoir/) , by no later than 12 noon on
the Business Day following this announcement until the end of the Offer
Period.

For the avoidance of doubt, the content of the websites referred to above is
not incorporated into and does not form part of this announcement.

Belvoir Shareholders and participants in the Belvoir Share Schemes may request
a hard copy of this announcement by contacting Belvoir's registrars,
Computershare Investor Services PLC ("Computershare"), by: (i) submitting a
request in writing to Computershare, The Pavilions, Bridgwater Road, Bristol,
BS13 8AE, United Kingdom; or (ii) calling +44 (0) 370 707 1762. Belvoir
Shareholders should also telephone this helpline with they have questions
about this announcement, the Scheme Document, the Court Meeting or the General
Meeting. 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.

Time

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

General

TPFG reserves the right to elect, with the consent of the Panel (where
necessary), and subject to the terms and conditions of the Co-operation
Agreement, to implement the Merger by way of a Takeover Offer for the entire
issued and to be issued share capital of Belvoir not already held by TPFG as
an alternative to the Scheme. In such an event, a Takeover Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme.

If the Merger is effected by way of Takeover Offer, and such Takeover Offer
becomes or is declared unconditional and sufficient acceptances are received,
TPFG intends to exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act so as to acquire compulsorily the remaining
Belvoir Shares in respect of which the Takeover Offer has not been accepted.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.

 

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