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TPFG Property Franchise Group Plc (the)

400.00
-5.00 (-1.23%)
23 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Property Franchise Group Plc (the) LSE:TPFG London Ordinary Share GB00BH0WFH67 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -5.00 -1.23% 400.00 395.00 405.00 405.00 400.00 405.00 55,631 11:35:52
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Real Estate Agents & Mgrs 27.28M 7.37M 0.2300 17.39 128.17M

Property Franchise Group PLC (The) SCHEME EFFECTIVE

07/03/2024 2:44pm

RNS Regulatory News


RNS Number : 0484G
Property Franchise Group PLC (The)
07 March 2024
 

FOR IMMEDIATE RELEASE

7 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")

 

SCHEME EFFECTIVE, BOARD CHANGES AND ADMISSION OF NEW TPFG SHARES

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 (the "Merger") 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 "Scheme").

Capitalised terms used in this announcement have the meanings given to them in the scheme document published by Belvoir on 24 January 2024 (the "Scheme Document") unless the context provides otherwise.

Scheme Effective

TPFG is pleased to note the announcement released by Belvoir this afternoon that, following the delivery of a copy of the Court Order to the Registrar of Companies earlier today, the Scheme has now become Effective and, accordingly, Belvoir is now a wholly-owned subsidiary of TPFG.

Board changes

As set out in the Scheme Document, the Combined Group Board will comprise of three executive directors and four non-executive directors, excluding the Chair.

 

Consequently, the TPFG Board has resolved to appoint and is very pleased to welcome, with immediate effect, Jon Di-Stefano, Paul George and Michelle Brook as directors of the Company. Further information on the new directors is set out below.

 

Furthermore, Richard Martin, founder of TPFG, and Phil Crooks, non-executive director since May 2015, have each stepped down from the TPFG Board with immediate effect.  Richard Martin will take on a new role as Lifetime President to continue to provide the Combined Group Board with strategic advice. Phil has chaired the Audit and Risk Committee, through a period of considerable growth with foresight and a keen appreciation of the business model. The TPFG Board would like to thank Richard and Phil for their significant contribution to TPFG's achievements to date.

 

Admission of New TPFG Shares

Pursuant to the Merger, application has been made for the 30,073,501 New TPFG Shares to be issued to Belvoir Shareholders in consideration for the transfer of their Scheme Shares pursuant to the Scheme to be admitted to trading on AIM and it is expected that such admission will become effective at 8.00 a.m. tomorrow, 8 March 2024.

 

Following admission to trading of the New TPFG Shares, the Company will have 62,328,508 ordinary shares of one penny each ("Ordinary Shares") in issue. The Company does not hold any Ordinary Shares in treasury and all of the Ordinary Shares have equal voting rights. The figure of 62,328,508 Ordinary Shares represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules of the FCA.

 

Following the issue of New TPFG Shares to Belvoir shareholders, David Raggett, a Director of TPFG, will receive 403 New TPFG Shares, increasing his holding to 448,677 TPFG Shares.

 

Further information is provided below in accordance with Article 19(3) of the UK Market Abuse Regulation No 596/2014.

 

Enquiries:

The Property Franchise Group PLC
Gareth Samples
David Raggett

Tel: + 44 (0) 1202 405 549

Canaccord Genuity Limited
(Financial Adviser, Nominated Adviser and Joint Broker to TPFG)
Max Hartley
Harry Rees

Tel: + 44 (0) 20 7523 8000

Singer Capital Markets Advisory LLP

(Joint Broker to TPFG)
Rick Thompson

James Fischer

Tel: + 44 (0) 20 7496 3000

Alma Strategic Communications

(PR Adviser to TPFG)
Justine James

Joe Pederzolli

Kinvara Verdon

Tel: + 44 (0) 20 3405 0205

propertyfranchise@almastrategic.com

 

Disclosure requirements of the AIM Rules for Companies

The following information is disclosed pursuant to Rule 17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies.

Jonathan ("Jon") Graham Di-Stefano

Jonathan ("Jon") Graham Di-Stefano (aged 49) is, or has been, a director or partner of the following companies during the previous five years:

Current Directorships / Partnerships

Previous Directorships / Partnerships from the last 5 years

BELVOIR GROUP PLC

GLOUCESTER & DURHAM MANAGEMENT COMPANY LIMITED

BRIGHTWELL SUSTAINABLE PROJECTS LTD

TELFORD HOMES (CREEKSIDE) LIMITED

BRIGHTWELL SOLUTIONS LIMITED

TELFORD HOMES TRUSTEES LIMITED

HEMPSEC LTD.

TELFORD HOMES LIMITED

GREENCORE HOMES LTD

TELFORD HOMES (INTERNATIONAL WAY) LIMITED

CARAMEL HOMES LIMITED

TELFORD HOMES (MILL ROAD) LIMITED

BELVOIR PROPERTY MANAGEMENT (U.K.) LIMITED

CFN MANAGEMENT LIMITED


GREENFORD BLOCK 3 MANAGEMENT COMPANY LIMITED


TELFORD HOMES (ALPERTON) LIMITED


TELFORD HOMES (NORTH ACTON) NO.1 LIMITED


TELFORD HOMES (ALPERTON) NO.1 LIMITED


ST PAUL'S WAY CHP MANAGEMENT LIMITED


WARTON MANAGEMENT LIMITED


TELFORD HOMES REGENERATION DEVELOPMENTS HOLDINGS LIMITED


TELFORD HOMES CHRISP STREET LIMITED


CITY NORTH FINSBURY PARK LIMITED


TELFORD HOMES CITY NORTH LIMITED


CITY NORTH (TELFORD HOMES) LIMITED


STRATFORD CENTRAL MANAGEMENT LIMITED


CHRISP STREET DEVELOPMENTS LIMITED


TELFORD HOMES BALFRON TOWERS LIMITED


BROADWAY CHAMBERS MANAGEMENT LIMITED


ISLAND GARDENS LIMITED


STONE STUDIOS MANAGEMENT LIMITED


CHRISP STREET MANAGEMENT LIMITED


MANHATTAN PLAZA MANAGEMENT LIMITED


LIMEHARBOUR RESIDENTS LIMITED


CITY NORTH FINSBURY PARK RESIDENTIAL MANAGEMENT COMPANY LIMITED


GALLIONS LIMITED


TELFORD (STRATFORD MANAGEMENT) LIMITED


TELFORD HOMES (RODEN STREET) LIMITED


CALDERS WHARF MANAGEMENT LIMITED


URBAN&CIVIC PLC


ST PAUL'S WAY RESIDENTIAL MANAGEMENT LIMITED


BERMONDSEY WORKS MANAGEMENT LIMITED

 

 

As at 7 March 2024, Jon Di-Stefano held no interest in the share capital of the Company.  However, as a result of the issue to him (or on his behalf) of New TPFG Shares pursuant to the Merger, he is expected to have a beneficial interest in 8,063 Ordinary Shares, representing approximately 0.0001 per cent. of the enlarged issued share capital of the Company.

 

Paul George

Paul George (aged 63) is, or has been, a director or partner of the following companies during the previous five years:

Current Directorships / Partnerships

Previous Directorships / Partnerships from the last 5 years

STRIP TINNING HOLDINGS PLC


STRADELLA ROAD CONSULTANCY LTD


BELVOIR GROUP PLC


 

 

As at 7 March 2024, Paul George held no interest in the share capital of the Company.  However, as a result of the issue to him (or on his behalf) of New TPFG Shares pursuant to the Merger, he is expected to have a beneficial interest in 16,127 Ordinary Shares, representing approximately 0.0003 per cent. of the enlarged issued share capital of the Company.

 

Michelle Jane Brook

Michelle Jane Brook (aged 56) is, or has been, a director or partner of the following companies during the previous five years:

Current Directorships / Partnerships

Previous Directorships / Partnerships from the last 5 years

CLAYCLIFFE OFFICE PARK MANAGEMENT LIMITED

BROOK HOLDINGS YORKSHIRE LIMITED

BROOK FINANCIAL SERVICES LTD


THE TIME GROUP LTD


TIME MORTGAGE EXPERTS LTD


TIME MORTGAGE EXPERTS 3 LIMITED


TIME MORTGAGE EXPERTS 2 LTD


BELVOIR GROUP PLC


BROOK MORTGAGE SERVICES LIMITED


PURELY MORTGAGE CONSULTANTS LIMITED


MAB (GLOUCESTER) LIMITED


 

As at 7 March 2024, Michelle Brook held no interest in the capital of the Company.  However, as a result of the issue to her (or on her behalf) of New TPFG Shares pursuant to the Merger, she is expected to have a beneficial interest in 485,162 Ordinary Shares, representing approximately 0.0063 per cent. of the enlarged issued share capital of the Company.

 

Save as disclosed above, there is no further information required to be disclosed in respect of Jon Di-Stefano, Paul George or Michelle Brook pursuant to Schedule 2, paragraph (g) of the AIM Rules for Companies.

 

 

Disclosure in accordance with Article 19(3) of the UK Market Abuse Regulation No 596/2014.

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

David Raggett

2

 

Reason for the notification

 

a)

 

Position/status

 

Chief Financial Officer

b)

 

Initial notification /Amendment

 

Initial

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

The Property Franchise Group plc

b)

 

LEI

 

2138008J5PTJ8C77I535

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted.

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code

Ordinary shares of 1 penny each

 

 

ISIN: GB00BH0WFH67 

 

b)

 

Nature of the transaction

 

Shares received as consideration from all-share merger with Belvoir Group PLC

 

Price(s) and volume(s)

 

 

 

Price(s)

Volume(s)

 

-

403

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

 

N/A - single transaction

e)

 

Date of the transaction

 

7 March 2024

f)

 

Place of the transaction

Outside a trading venue

 

 

 

Important notices

Canaccord Genuity Limited, 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.

Time

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

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END
 
 
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