Belvoir Lettings PLC Withdrawal of Possible Merger Offer (6418W)
November 16 2017 - 4:00AM
UK Regulatory
TIDMBLV TIDMTPFG
RNS Number : 6418W
Belvoir Lettings PLC
16 November 2017
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.
Enquiries:
Belvoir Lettings plc
Dorian Gonsalves, Chief
Executive Officer
Louise George, Chief Financial
Officer 01476 584 900
Cantor Fitzgerald Europe
Rick Thompson
Philip Davies
Will Goode 0207 894 7000
Buchanan
Charles Ryland
Vicky Hayns
Madeleine Seacombe
belvoir@buchanan.uk.com 0207 466 5000
Important information
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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