The Property Franchise Group PLC (AIM:TPFG) reached an agreement to acquire Belvoir Group PLC (AIM:BLV) from Amati Global Investors Limited, Unicorn AIM VCT PLC managed by Unicorn Asset Management Ltd., Canaccord Genuity Asset Management Limited and others for approximately £100 million on January 10, 2024. 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 TPFG 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. Upon completion of the Merger, Belvoir Shareholders will hold approximately 48.25% and TPFG Shareholders will hold approximately 51.75% of the enlarged issued share capital of TPFG. 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. Belvoir Directors intend unanimously to recommend that Belvoir Shareholders vote (or procure the vote) in favour of the Scheme and TPFG Directors consider the Merger to be in the best interests of TPFG and the TPFG Shareholders as a whole and intend unanimously to recommend that TPFG Shareholders vote in favour of the Scheme. The Merger is currently expected to become Effective during the first quarter of 2024, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. As on February 15, 2024, The Belvoir Board is pleased to announce that the requisite majority in number of the Voting Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Voting Scheme Shares held by Voting Scheme Shareholders who voted, voted in favour of the resolution to approve the Scheme at the Court Meeting; and the requisite majority of Belvoir Shareholders voted to pass the special resolution at the General Meeting to approve the implementation of the Scheme and the adoption of amended articles of association for Belvoir. As of March 6, 2024, High Court of Justice has approved the transaction.

Max Hartley of Canaccord Genuity Limited is acting as financial adviser to TPFG in respect of the Merger. Jonathan King, Michael Carter and Simon Neill of Osborne Clarke LLP is acting as legal adviser to TPFG in respect of the Merger. Julian Blunt, and Henrik Persson of Cavendish Capital Markets Limited is acting as financial adviser to Belvoir in respect of the Merger. Addleshaw Goddard LLP is acting as legal adviser to Belvoir in respect of the Merger.

The Property Franchise Group PLC (AIM:TPFG) completed the acquisition of Belvoir Group PLC (AIM:BLV) from Amati Global Investors Limited, Unicorn AIM VCT PLC managed by Unicorn Asset Management Ltd., Canaccord Genuity Asset Management Limited and others on March 7, 2024.