EYE NEWSFLASH: TPFG And Belvoir Unveil Plans To Merge

The Property Franchise Group (TPFG) has just announced a recommended all-share merger of Belvoir Group PLC with The Property Franchise Group PLC to create a major property franchise business.

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

Key points:

+ The boards of The TPFG and Belvoir announce that they have reached agreement on the terms and conditions of a recommended all-share merger of Belvoir and TPFG to create a leading property franchise business.

+ The Combined Group would have a market cap of c £214.4m, if the merger has been completed as at the Latest Practicable Date.

+ Under the terms of the Merger, each Scheme Shareholder will be entitled to receive: for each Belvoir Share : 0.806377 New TPFG Shares

+ Upon completion of the merger, Belvoir shareholders will hold approximately 48.25% and TPFG shareholders will hold approximately 51.75% of the enlarged issued share capital of TPFG.

+ The combined group will 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.

+ In 2022 TPFG and Belvoir together generated in excess of £60m in combined revenue (of which, 41% was recurring), mgmt. service fees of £27m and adj. EBITDA of £22.5m.

+ Both companies are aligned in their strategy. The TPFG Board sees Belvoir as a complementary business, having performed at a similar financial level to TPFG over the last decade with consistent growth, good earnings quality and strong conversion of EBITDA into cash.

+ The combined group board will comprise contribution to the enlarged Board from both companies: with three executive directors: Gareth Samples (TPFG CEO), David Raggett (TPFG chief Financial officer) and Michelle Brook (Belvoir executive director), with Paul Latham (TPFG) as the Combined Group’s Chair and non-executive directors Dean Fielding, Claire Noyce, Jon Di-Stefano and Paul George.

Paul Latham, non-executive chairman of TPFG, said: “I am delighted to confirm that we have reached an agreement with the Belvoir Board and major Belvoir Shareholders on the Merger with Belvoir. We believe that the Merger represents a compelling opportunity for all shareholders.

“Belvoir brings further breadth through its nationwide network and a financial services business which will be complementary to our current offering. The Merger will enable us to continue to grow in the sector and, ultimately, deliver greater value to shareholders of the Combined Group.”

Jon Di-Stefano, non-executive chairman of Belvoir, commented: “The merger of Belvoir and TPFG combines two businesses with much in common, each supporting a network of entrepreneurial franchises, and will create one of the UK’s largest multi-brand lettings and estate agency groups combined with a growing financial services business. With their complementary geographic footprints providing both scale and diversification across a variety of high street and hybrid brands combined with high levels of recurring revenue, we feel sure that the Combined Group will provide a robust platform from which to grow.”

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