The £110m merger between The Property Franchise Group (TPFG) and Belvoir Group is set to complete today after being receiving approval at the High Court.

The merger creates a £214m company managing 152,000 properties across the UK. The takeover is expected to become effective this morning.

A completion date of 7 March was set last month after more than 98% of Belvoir’s shareholders voted to approve the deal.

TPGF – which operates brands including Hunter’s and Ellis & Co – will absorb Belvoir in a deal worth 277.4p per share.

See the official announcement below:

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”)

RESULTS OF BELVOIR COURT MEETING AND GENERAL MEETING
AND
UPDATED TIMETABLE OF PRINCIPAL EVENTS

Introduction

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”).

The Belvoir Board is pleased to announce that at the Court Meeting and the General Meeting, each convened in relation to the proposed Scheme and held earlier today:

·       the requisite majority in number of the Voting Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Voting Scheme Shares held by Voting Scheme Shareholders who voted, voted in favour of the resolution to approve the Scheme at the Court Meeting; and

·       the requisite majority of Belvoir Shareholders voted to pass the special resolution at the General Meeting to approve the implementation of the Scheme and the adoption of amended articles of association for Belvoir, and accordingly the Scheme was approved.

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

Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting at Parts VIII and IX (respectively) of the Scheme Document, which is available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Belvoir’s website at www.belvoirgroup.com/offer-for-Belvoir/ and on TPFG’s website at www.propertyfranchise.co.uk.

The total number of Belvoir Shares in issue at the Voting Record Time was 37,294,592 (excluding shares held in treasury). Consequently, the total voting rights in Belvoir at the Voting Record Time were 37,294,592 and the total number of Voting Scheme Shares was 37,294,092 (being the Scheme Shares other than the Belvoir Shares in which David Raggett is interested). Voting Scheme Shareholders were entitled to one vote per Voting Scheme Share held at the Voting Record Time at the Court Meeting and Belvoir Shareholders were entitled to one vote per Belvoir Share held at the Voting Record Time at the General Meeting.

The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below and this announcement will be posted on Belvoir’s website at www.belvoirgroup.com/offer-for-Belvoir/.

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Voting Scheme Shareholders who voted (either in person or by proxy), representing 98.36 per cent. by value of those Voting Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:

*The total number of Voting Scheme Shareholders voting for and against the resolution exceeds the total number of Voting Scheme Shareholders who voted as 8 registered members gave instructions for votes to be cast in favour of the resolution in respect of part of their holding of Voting Scheme Shares and against the resolution in respect of another part of their holding.

Voting results of the General Meeting

At the General Meeting, the special resolution to authorise the implementation of the Scheme, and also approving the adoption of amended articles of association for Belvoir, was duly passed on a poll vote. The results are detailed as follows:

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the special resolution.

Please note that certain of the percentages set out in the tables above have been rounded. As a result of such rounding, the totals of percentages presented in these totals may vary slightly from the actual arithmetical totals of such percentages.

Next Steps

The outcome of today’s Court Meeting and General Meeting means that Conditions 2(a) and 2(b) (as set out in Part III of the Scheme Document) have been satisfied. Subject to the satisfaction or, where applicable, waiver, of the remaining Conditions to the Scheme, including the sanction of the Scheme by the Court, and the delivery of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective (and, therefore, the Merger is expected to complete) on 7 March 2024.

The expected timetable for the implementation of the Scheme is as follows: