The Property Franchise Group and Belvoir Group have reached agreement on the terms and conditions of a recommended all-share merger of Belvoir and TPFG to create a property franchise business.
The agreement will create more than 930 property franchise locations, managing approximately 152,000 tenanted properties across the UK.
The new business will be expected to sell more than 28,000 properties per annum.
For the financial year ended 31 December 2022, TPFG and Belvoir together generated in excess of £60 million in combined revenue (of which approximately 41 per cent. was recurring), with management service fees of approximately £27 million and adjusted EBITDA of approximately £22.5 million.
The Combined Group would have a market capitalisation of approximately £214.4 million, if the Merger had been completed as at the Latest Practicable Date.
The Combined Group Board will comprise, among others, Gareth Samples (TPFG Chief Executive Officer), David Raggett (TPFG Chief Financial Officer) and Michelle Brook (Belvoir executive director), with Paul Latham (TPFG Chair) as the Combined Group’s Chair.
Upon completion of the Merger, Belvoir Shareholders will hold approximately 48.25 per cent. and TPFG Shareholders will hold approximately 51.75 per cent. of the enlarged issued share capital of TPFG.
Under the terms of the Merger, each Scheme Shareholder will be entitled to receive for each Belvoir Share : 0.806377 New TPFG Shares.
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.”
Commenting on the Merger, 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.”
