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 FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
16 November 2017
Belvoir Lettings plc
Withdrawal of Possible Merger Offer for The Property Franchise Group Plc
Belvoir Lettings plc ("Belvoir") confirms that it does not intend proceed with the Possible Merger Offer for The Property Franchise Group Plc ("The Property Franchise Group").
Although the terms set out by Belvoir in its announcements of 19 October 2017 and 1 November 2017 set out Belvoir's preferred structure through which to combine the businesses of Belvoir and The Property Franchise Group, it is not possible, given the concentration of The Property Franchise Group shares held by The Property Franchise Group's directors and their connected persons being 49.3% of the The Property Franchise Group issued share capital, to implement the Possible Merger Offer without the engagement and agreement of the directors of The Property Franchise Group, which, as at the date of this announcement, has still not been forthcoming. Belvoir notes the announcement of 2 November 2017 by The Property Franchise Group confirming its position.
The Belvoir board is disappointed that the The Property Franchise Group board has declined to enter into a dialogue, not least given that the The Property Franchise Group board itself has recognised the scale that would be achieved in combining the two businesses and moreover, given a number of common institutional shareholders have publicly stated their support, in principle, for a dialogue between the boards of Belvoir and The Property Franchise Group with regard to the Possible Merger Offer, as announced by Belvoir on 14 November 2017.
Consequently, with regret, given that the Rule 2.6 deadline under the Code is 5.00 p.m. today and in the absence of any engagement from the directors of The Property Franchise Group, Belvoir is now effectively unable to progress its Possible Merger Offer.
This announcement is made in accordance with Rule 2.8 of the City Code on Takeovers and Mergers ("Code"). As a result of this announcement, Belvoir will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Code.
Terms defined in Belvoir's announcements of 19 October 2017 and 1 November 2017 have the same meaning in this announcement.
Belvoir Lettings plc
Dorian Gonsalves, Chief Executive Officer
Louise George, Chief Financial Officer
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.
The person responsible for arranging release of this announcement on behalf of Belvoir is Louise George, Chief Financial Officer.
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.com by no later than 12 noon on 17 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