The Property Franchise Group (TPFG) has just announced to the stock exchange that it has agreed a deal to buy Fine and Country and the Guild of Property Property Professionals from Nurtur, a provider of technology and communications to the residential property industry.

The transaction will create a network of roughly 1,800 lettings and estate agents in the UK and overseas.

TPFG is said to be paying £20m for the two assets; split with £15m payable in cash on completion and £5m payable on the first anniversary of completion of the acquisition.

Highlights: 

·    The Guild and Fine & Country provide services to a total of 1,036 outlets, of which 65 are international outlets

·    In the year ended 31 December 2023, the acquisition produced audited revenues of £13.2 million, audited EBITDA of £3.5m and PBT of £3.3m 

o  73% of FY2023 revenues were from recurring memberships and licences

·    Total consideration represents c.5.7x 2023 audited EBITDA

·    Initial consideration of approximately £15m, payable in cash, has been funded through a new facility with Barclays Bank  

·    Post-Acquisition leverage for the Group will be below 1x FY2023 pro forma adjusted EBITDA

·    The Acquisition fits within the Group’s strategy to acquire accretive businesses with complementary and recurring revenue streams which deliver network expansion and geographic growth

·    Well regarded and experienced management team, including Iain Mackenzie, who will remain with the businesses

·    Expected to be immediately earnings enhancing

Gareth Samples, CEO of TPFG, commented: “The acquisition continues to deliver on our wider strategy of delivering breadth and depth to our network. It further enhances TPFG’s recurring revenue streams, adds the additional dimension of licensing to its platform and one significant complementary service, printed marketing materials.  I am really excited about working alongside Iain McKenzie and the team to continue the growth across the group and providing additional benefits to our network.”

Iain McKenzie, CEO of the Guild and Fine & Country, added: “I am genuinely delighted and excited by the opportunities created by our two businesses coming together; placing The Guild and Fine & Country under an established and growing organisation, broadening TPFG’s geographical footprint. 

“We have a proven track record of delivering innovation and marketing services across our network, and, as a consequence of now being part of a larger group, our customers will benefit from existing supplier partnerships, allowing us to introduce significant additional benefits.”

Having successfully completed the transformational merger with Belvoir in March 2024, TPFG says that it continues to deliver against its acquisition strategy.  

The acquisition of The Guild and Fine & Country from Nurtur.Group Limited represents an opportunity to further accelerate growth through additional recurring network income. With the initial consideration of £15m payable in cash funded from the Group’s debt facility, the acquisition will be immediately earnings accretive.  Following completion, the balance sheet remains strong and overall leverage post completion will remain below one times adjusted pro forma EBITDA for FY2023*. 

* FY2023 pro forma adjusted EBITDA of £23.2 million, including Belvoir which was acquired in March 2024. 

Group pro-forma income statement highlights

* Includes Belvoir financials for both 2022 and 2023

The Acquisition broadens TPFG’s existing network of 910 outlets, increasing the combined network to over 1,946 outlets and brings highly complementary expertise to the Group. The Acquisition immediately strengthens TPFG’s reach and its marketing and, for the first time, delivers an international footprint.

The Guild is a well-known and longstanding brand, established some 30 years ago, which supports its network of 778 outlets with a range of services and benefits.  These include marketing, compliance, and training. 

Fine & Country supports its licensees with the technologies, market insight and marketing capabilities of a global brand and operates in 193 locations across the UK and a further 65 across Europe, Africa, Asia, and Australia.

Through its brands and complementary networks divisions, TPFG’s platform will allow its newest partners access to additional benefits and services.  TPFG will be gaining access to the 20 strong team of marketing professionals who have so successfully driven the growth in The Guild and Fine & Country.     

The two businesses will continue to operate under their existing brands.  The experienced management teams in each of The Guild and Fine & Country will remain in situ to continue to support their network division.

There will be no changes to the Board of TPFG following completion of the acquisition.

TPFG is paying an initial consideration of £15m, payable in cash on completion, subject to customary adjustments, funded through a draw down on TPFG’s new debt facility with Barclays Bank.

To fund the acquisition and support future growth, TPFG has entered into a new debt facility with Barclays for up to £27m, of which £15m is being drawn to fund the initial consideration.