LONDON: UK: The Property Franchise Group PLC (TPFG) and Belvoir Group PLC (Belvoir) have announced a recommended all-share merger to create a leading property franchise business in the UK.

The combined group will have more than 930 property franchise locations, managing over 152,000 tenanted properties and selling more than 28,000 properties per year.

Under the terms of the merger, each scheme shareholder will be entitled to receive: for each Belvoir share : 0.806377 New TPFG Shares.

Based on the Exchange Ratio and the Closing Price of 344.0 pence per The Property Franchise Group Share on the Latest Practicable Date, the Merger values each Belvoir Share at approximately 277.4 pence, comprising an equity value of Belvoir’s entire issued ordinary share capital as at the Latest Practicable Date of approximately £103.5 million and TPFG’s entire issued ordinary share capital as at the Latest Practicable Date of approximately £111.0 million.

The Combined Group Board will include TPFG CEO Gareth Samples, TPFG CFO David Raggett, Belvoir executive director Michelle Brook, and TPFG Chair Paul Latham.

The merger will be implemented by a Court-sanctioned scheme of arrangement, with Belvoir shareholders holding 48.25 per cent. and TPFG shareholders holding 51.75 per cent. of the enlarged share capital of TPFG.

The Combined Group generated more than £60 million in revenue, £27 million in management service fees, and £22.5 million in adjusted EBITDA for the financial year ended 31 December 2022.

Commenting on the merger, 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, said: “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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