The planned merger of TPFG and Belvoir is expected to complete in February, after both firms yesterday announced plans to hold general meetings next month.

The majority of shareholders in The Property Franchise Group support a proposed merger with rival firm Belvoir, it has been confirmed, with the two companies issuing a joint statement to the London Exchange stating that investors holding 56.7% of TPFG shares back the move.

Some 31.2% of Belvoir shareholders have so far given their support to the deal.

The boards of both companies have given their unanimous approval to the merger, which would see TPFG shareholders hold around 51.75% of the combined group and Belvoir investors 48.25%.

The combined group will have a market cap of approximately £214.4m and 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.

Here is the joint statement issued to investors yesterday:

RECOMMENDED ALL-SHARE MERGER

OF

BELVOIR GROUP PLC

AND

THE PROPERTY FRANCHISE GROUP PLC

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

PUBLICATION OF THE SCHEME DOCUMENT, THE TPFG CIRCULAR AND
EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 10 January 2024, the boards of Belvoir Group PLC (“Belvoir”) and The Property Franchise Group PLC (“TPFG”), announced that they had reached agreement on the terms of a recommended all-share merger of TPFG and Belvoir, proposed to be implemented by means of a Court-sanctioned scheme of arrangement between Belvoir and its shareholders pursuant to Part 26 of the Act (the “Merger”).

PUBLICATION OF THE SCHEME DOCUMENT

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

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

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

NOTICES OF THE COURT MEETING AND GENERAL MEETING AND ACTIONS REQUIRED

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

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

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

The Belvoir Directors, who have been so advised by Cavendish Capital Markets Limited (“Cavendish”) as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its advice to the Belvoir Directors, Cavendish has taken into account the commercial assessments of the Belvoir Directors. Cavendish is providing independent advice to the Belvoir Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Belvoir Directors unanimously recommend that Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Belvoir Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The executive Directors of Belvoir have recently acquired further Belvoir Shares to emphasise their full support for the Merger. The Belvoir Directors who are interested in Belvoir Shares have irrevocably undertaken to vote (or procure the vote) in respect of their own interests in Belvoir Shares (and those of their connected persons) amounting to, in aggregate, 2,057,275 Belvoir Shares, representing approximately 5.5 per cent. of the issued share capital of Belvoir as at the Latest Practicable Date.

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

PUBLICATION OF THE TPFG CIRCULAR AND ACTIONS REQUIRED

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

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

The TPFG Directors consider the Merger to be in the best interests of TPFG and the TPFG Shareholders as a whole and unanimously to recommend that TPFG Shareholders vote (or procure the vote) in favour of the TPFG Resolution to be proposed at the TPFG General Meeting, as each of the TPFG Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in TPFG Shares (and those of their connected persons) amounting to, in aggregate, 7,762,895 TPFG Shares, representing approximately 24.1 per cent. of the issued share capital of TPFG as at the Latest Practicable Date.

CANCELLATION OF ADMISSION TO TRADING

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

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

TIMETABLE

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

INFORMATION FOR BELVOIR SHAREHOLDERS AND HELPLINE

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or to submit your proxies through the CREST electronic proxy appointment service or online, please contact Belvoir’s registrar, Computershare, on +44 (0) 370 707 1762. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

BELVOIR SHARE PLANS

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