NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE 'CODE') AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
1 November 2017
Belvoir Lettings plc
('Belvoir' or the 'Company')
Further to Possible Merger Offer
The board of directors of Belvoir (the 'Board') notes the recent announcement issued by The Property Franchise Group ('TPFG') on 20 October 2017. The Board is disappointed with the response from the board of TPFG and want to provide clarity on a number of the points made in that announcement, regarding both the possible merger offer (the 'Possible Merger Offer') and the background to the making of it.
· The Possible Merger Offer was not an unsolicited approach to TPFG, contrary to what has been stated, rather it was in response to a willingness to engage in discussions expressed to the Board on more than one occasion by TPFG.
· Similarly, the key terms of the Possible Merger Offer, being the issue of 0.7150 new Belvoir shares and 52.20 pence in cash per TPFG share, were structured to reflect that prior engagement.
· The Board would like to make clear that, as stated in the announcement released by Belvoir on 19 October, the cash payment element of the Possible Merger Offer would be a maximum of 52.20 pence per TPFG share. The cash element of the Possible Merger Offer could, therefore, be reduced with an associated increase in the number of new Belvoir shares issued per TPFG share, resulting in TPFG shareholders owning a higher proportion of the Enlarged Group (in accordance with the reservations to vary the form and mix of the consideration set out in that announcement (and further set out below)). As such, the TPFG shareholders could participate more significantly in the equity of the combined businesses, depending on the variation of the key terms of the Possible Merger Offer.
· The Board is firmly of the view that it is the right time for industry consolidation and that scale will be important in order to leverage the growth opportunities in the sector, as acknowledged by the TPFG board, to the benefit of both companies' shareholders and franchisees. The Board therefore believes it important to have agreed indicative terms for a new revolving credit facility with a major UK lending bank, principally to fund up to the maximum cash element of the Possible Merger Offer but also to pursue other opportunities as they arise.
Prior to announcing the Possible Merger Offer, the Board undertook a careful and detailed analysis of the implications of debt funding on the Enlarged Group and, as stated previously, believe that the use of such a facility would provide an efficient capital structure, allowing annual reductions in borrowings whilst also providing for the continuity of a progressive dividend policy.
· The Board believes that at the maximum cash payment of 52.20 pence per TPFG share there will be no reduction in the dividend paid to the shareholders in the Enlarged Group, as compared with the current levels of dividend paid by both Belvoir and TPFG.
· In addition, the Board believes that medium term operational synergies ought to be achievable which will benefit the shareholders of the Enlarged Group.
· With regard to the composition of the board of the Enlarged Group, in addition to Mike Goddard, Richard Martin, Dorian Gonsalves and Louise George, the Board expects that two non-executive directors will be retained and could be drawn from either the Belvoir or TPFG boards.
The Enlarged Board could therefore comprise 3 members of the Belvoir board and 3 members of the TPFG board.
Mike Goddard, Chairman of Belvoir, commented:
'The Possible Merger Offer was proposed with the intention of treating both Belvoir and TPFG shareholders equally, save for the possibility of the latter being able to take some money off the table as part of this process.
We understood this to be an important component for the TPFG shareholders prior to submitting our merger proposal to the TPFG board, however the proportion of cash can be reduced and the proportion of shares increased accordingly.
We are disappointed with the TPFG board's refusal to discuss the Possible Merger Offer and believe that the shareholders of both companies will recognise the potential benefits that the Enlarged Group ought to be able to generate in the medium term. We recognise that the TPFG board speaks for approximately 49.3 per cent. of TPFG's shares but would hope as a matter of process that they will fully consider the merits of the Possible Merger Offer in the context of the TPFG shareholders as a whole.
The Belvoir board remain very willing to have an open and constructive discussion with the TPFG board about the Possible Merger Offer.'
Pre-conditions and reservations
This announcement does not amount to a firm intention by Belvoir to make an offer for TPFG and, accordingly, there can be no certainty that any offer for TPFG will be made by Belvoir even if the pre-conditions set out below are satisfied or waived.
The announcement by Belvoir of a firm intention to make an offer for TPFG under Rule 2.7 of the Code would be subject to certain customary pre-conditions (which, in accordance with Rule 2.5(c)(i) of the Code may be waived in whole or in part by Belvoir):
1) satisfactory completion of confirmatory due diligence on TPFG, including appropriate access to senior management;
2) the directors of TPFG providing a unanimous and unqualified recommendation and the provision of irrevocable undertakings on terms satisfactory to Belvoir in favour of the transaction from the directors of TPFG (and their connected persons) who are also shareholders; and
3) Belvoir finalising committed debt financing for the cash element of the Possible Merger Offer.
Belvoir reserves the right to vary the form and/or mix of the consideration referred to in this announcement, up to a maximum amount of 52.20 pence in cash per TPFG share.
In addition, pursuant to Rule 2.5 of the Code, Belvoir reserves the right to set aside the financial terms referred to in this announcement and/or at any time to make an offer or a merger proposal on less favourable terms, in the following circumstances:
1) with the recommendation or consent of the board of TPFG;
2) if a third party announces a firm intention to make an offer for TPFG; or
3) if TPFG announces a whitewash proposal (for the purposes of Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover.
Belvoir reserves the right to reduce the Possible Merger Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by TPFG to its shareholders following the date of this announcement.
Rule 2.6(a) of the Code requires that Belvoir, by no later than 5.00 p.m. on 16 November 2017, being the 28th day following the date of this announcement, either announces a firm intention to make an offer for TPFG in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.
Belvoir will make a further announcement in due course.
The person responsible for arranging release of this announcement on behalf of Belvoir is Louise George, Chief Financial Officer.
Dorian Gonsalves, Chief Executive Officer
Louise George, Chief FinancialOfficer
01476 584 900
Cantor Fitzgerald Europe
0207 894 7000
0207 466 5000
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald Europe or for providing advice in relation to the contents of this announcement, or any other matters referred to in this announcement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website www.belvoirlettingsplc.comby no later than 12 noon on 2 November 2017. For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.
This announcement may contain 'forward-looking statements' relating to each of TPFG, Belvoir and/or the Enlarged Group and the business sectors in which they operate. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates', 'forecast', 'plan' and 'project' or similar expressions identify forward-looking statements. Such statements reflect Belvoir's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond Belvoir's abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions and the behaviour of other market participants. Belvoir cannot give any assurance that the forward-looking statements will prove to have been correct. The reader should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Belvoir does not undertake any obligation to update or revise publicly any of the forward-looking statements set out in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for; any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.