TIDMTPFG
RNS Number : 9190S
Property Franchise Group PLC (The)
19 March 2021
19 March 2021
The Property Franchise Group PLC
(the "Company" or the "Group")
Scheme of Arrangement Effective, Issue of Equity, Hunters
Acquisition Completed and Board Appointments
Scheme Effective, Issue of Equity and Hunters Acquisition
Completed
The Company is pleased to announce that, following the Court
sanctioning of the Scheme on 16 March 2021 in respect of the
recommended acquisition by the Company of Hunters Property PLC
("Hunters") (the "Acquisition"), the Scheme has now become
Effective. Accordingly, the Company has approved the issuance of
5,551,916 New TPFG Shares to Scheme Shareholders, to satisfy the
share consideration payable in respect of the Acquisition.
Application has been made for the New TPFG Shares to be admitted
to trading on AIM, which is expected to occur on 22 March 2021,
after which the Acquisition will have completed.
Following Admission, the Company will have 31,374,666 ordinary
shares admitted to trading on AIM. The above figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The latest date for payment of the cash consideration payable in
respect of the Acquisition is 2 April 2021.
Board Changes
As detailed in the Scheme Document dated 10 February 2021 (the
"Scheme Document"), Glynis Frew and Dean Fielding join the board of
the Company as Executive Director and independent Non-Executive
Director respectively, with immediate effect.
Glynis joined Hunters Estate Agents in 1999, leading as Chief
Executive Officer since December 2016. With over 20 years of
experience in property, Glynis has been instrumental in Hunters'
growth into one of the industry's largest franchises. Prior to
joining Hunters, Glynis held a number of roles with blue chip
companies including United Biscuits and PepsiCo, where she
specialised in running key accounts, sales and training.
Dean Fielding was appointed a Non-Executive Director of Hunters
Property Plc in April 2015. He joined GA Property Services in 1995
and became Finance Director of Your Move in 2002. Dean subsequently
served as Group Finance Director of LSL Property Services Plc from
2004 to 2010, where he was responsible for the financial strategy
and ensuring strong internal financial controls. Dean is also
currently Chair of the charity Changing Lives.
Gareth Samples, Chief Executive Officer of The Property
Franchise Group, commented:
"I am pleased to be completing the acquisition of Hunters and to
be formally welcoming all of its franchisees and staff into the
Group. We are the leading property franchise group in the UK, and
one of the leaders in the wider estate agency sector, bringing a
huge opportunity for further growth and development. Our management
team and Board has also been significantly strengthened; the
support we can provide to entrepreneurial estate and letting agents
is now second to none. This is just the start of our journey and we
have high ambitions for the future."
Further information required to be disclosed pursuant to
Schedule Two, paragraph (g) of the AIM Rules for Companies:
Glynis Joan Frew, aged 64, is currently a director or partner of
the following companies or partnerships:
Crayke Hall Consultancy Services
Ltd
Hunters Property PLC
The Nikki Waterhouse Trust
Apollo House Pension Scheme
Hunters Property Group Limited
Hunters Franchising Limited
Hunters Partners Limited
Hunters Property Plc
Greenrose Network (Franchise)
Limited
Greenrose Network Marketing
Association
Hunters (Midlands) Limited
Hunters Financial Services Limited
Following Admission, Glynis will hold a total interest in
317,366 Ordinary Shares in the Company.
Dean Andrew Fielding, aged 55, is currently or has previously
been a director or partner of the following companies or
partnerships within the past five years:
Dexters London Limited
D. Fielding Limited
Hunters Property Plc
The Cyrenians Ltd
York Arc Light Limited*
Hollinrake Fielding Limited*
*indicates previously a director in the past five years.
Dean Fielding was appointed a director of Professional Social
Media Limited on 13 June 2012, an estate agency services company,
at the time it was placed into liquidation pursuant to a creditors'
voluntary liquidation. The liquidators, Paul Andrew Whitwam and
Gary Edgar Blackburn of BWC Business Solutions LLP, 8 Park Place,
Leeds LS1 2RU, were appointed by vote of the creditors on 14
October 2014. There was a deficiency of approximately GBP170,000 as
regards creditors.
Following Admission, Dean will hold a total interest in 37,874
Ordinary Shares in the Company.
Save as disclosed above, there is no further information
required to be disclosed pursuant to Schedule Two, paragraph (g) of
the AIM Rules for Companies:
Unless otherwise defined, capitalised terms in this announcement
shall have the same meaning as the Scheme Document, which is
available to view on the Company's website at
https://thepropertyfranchisegroup.co.uk/investors
Publication on website
In accordance with Rule 26.1 of the City Code on Takeovers and
Mergers, a copy of this announcement will be available free of
charge, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on the Company's website at
https://thepropertyfranchisegroup.co.uk/investors , by no later
than 12.00 p.m. on the business day following this
announcement.
Neither the contents of the Company's website, nor those of any
other website accessible from hyperlinks on the Company's website,
are incorporated into or form part of this announcement.
For further information, please contact:
The Property Franchise Group
PLC
Gareth Samples, Chief Executive
Officer
David Raggett, Chief Financial
Officer 01202 292829
Cenkos Securities plc
Max Hartley (Nominated Adviser)
Julian Morse (Sales) 0207 397 8900
Alma PR 0203 405 0205
Susie Hudson propertyfranchise@almapr.co.uk
Justine James
Harriet Jackson
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END
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March 19, 2021 11:38 ET (15:38 GMT)
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