The Property Franchise Group (TPFG) has made significant progress in its merger with Belvoir after shareholders threw their support behind the merger in a bid to establish a stronger estate agency brand.
A shareholder vote was held among TPFG investors on Friday and 99.99% backed the deal.
The planned merger of TPFG and Belvoir is expected to complete last this month.
The boards of both companies have already 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.
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”)
RESULT OF GENERAL MEETING
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 circular published by TPFG on 24 January 2024 (the “TPFG Circular”), unless the context provides otherwise.
Result of General Meeting
The TPFG Board was delighted to see such a high percentage of votes cast and to receive the overwhelming support of TPFG Shareholders for the Merger. It is pleased to announce that the requisite majority of TPFG Shareholders voted, on a poll, to pass the ordinary resolution proposed at the General Meeting (the “TPFG Resolution”).
Full details of the TPFG Resolution are set out in the notice of the General Meeting contained in the TPFG Circular.
The results of the poll at the General Meeting are set out in the table below.
|
For(2) |
Against(2) |
Total(2) |
Withheld(1) |
|||
|
TPFG Resolution |
Number of votes |
Percentage of votes (%) |
Number of votes |
Percentage of votes (%) |
Number of votes |
Number of votes |
|
Approval of authority to allot the New TPFG Shares |
24,035,762 |
99.99 |
2,228 |
0.01 |
24,037,990 |
|
Notes:
(1) 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 TPFG Resolution.
(2) Rounded to two decimal places.
(3) The total number of TPFG Shares in issue was 32,255,007.
The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions (other than Conditions 1 and 2(c)) in Part III (Conditions to and Certain Further Terms of the Scheme and the Merger) of the Scheme Document.
The person responsible for arranging the release of this announcement on behalf of TPFG is David Raggett, a director of TPFG.
