Belvoir has this morning announced that it has approached the Property Franchise Group regarding a possible merger.
But Ian Wilson, CEO of TPFG, said while it had been “dressed up as a merger, it is a takeover bid”.
He told EYE: “It is completely unacceptable.”
The Belvoir board said it is “disappointed that the TPFG board have declined to enter into a dialogue, not least because they had previously indicated a willingness to engage with Belvoir in this regard and also given the strategic rationale for the possible merger offer”.
The Belvoir statement, made at 9.45 am, says that the £33.7m merger would involve TPFG’s shareholders receiving a combination of shares in Belvoir and cash.
It says that Belvoir has a “strong preference” to implement the merger, which it says would be in the best long-term interests of both companies and their respective holders.
The two franchise firms have been close competitors.
TPFG’s brands include Martin & Co, Ellis & Co, C J Hole, EweMove, Parkers and Whitegates. Belvoir’s group includes Newton Fallowell, Northwood, Goodchilds and Belvoir itself.
A merger would create a new super group of 683 offices.
Belvoir proposes a management structure with Mike Goddard, chairman of Belvoir, being chairman of the new enlarged group, with Belvoir chief executive Dorian Consalves as CEO.
Richard Martin, chairman of TPFG, would be “offered the role of non-executive deputy chairman”.
Of Wilson, there is no mention in the proposed management line-up.
Wilson told EYE this morning: “We received the offer on 4th October, on 6th our board considered it and on the 9th we wrote to them rejecting it. So it is quite odd they have chosen to publish this now.
“Our chairman owns 44% of the company and I own 6% so that is 50% of the company that we own between us: if we don’t want to accept the offer, that’s it.
“One of our objections is that it would have taken the combined group debt to £13.5m, denting our EBITDA and the City would not like that.
“Our other strong objection is that we have a more stable management team and lower levels of debt than Belvoir.
“We regard this as a hostile takeover bid, which is completely unacceptable and opportunistic, based on a short-term blip when EweMove under-performed in the first part of this year.
“As I say, it is completely unacceptable.”
This morning, just before noon, TPFG issued a statement to the London Stock Market saying that a merger would not be in the best interests of its shareholders. It said it will make a further announcement.
“As I say, it is completely unacceptable.”……….. Probably because there’s no place for you, perchance?
If memory serves me right the shares held by Martin/Wilson are greater than 50%, so unlikely the market could force this through.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
There would be a massive overlap of offices in Towns & Cities across the country. In Loughborough we have already have Newton Fallowell, Belvoir, Martin & Co (Franchisee also owns a Whitegate’s franchise too & has just bought Taylors Estate Agents who have an office here too) so this would surely mean many office closures/redundancies ?
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Doubt it, all franchises and will keep operating under current names.
Bet the franchise owners will feel a bit miffed if it happens though.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Can’t comment on the numbers/offer however the rationale is a compelling one with the merged group likely to be worth considerably more than the combined value of them in their current position – the combined business with 600+ branches and 100,000 properties under management would in the UK top 2/3 by these metrics and regardless of being a franchise group would still be considered a real player in the sector. Despite what they might like to think neither currently is.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Would love to have shares in TPFG right now – Belvoir can just go straight to the shareholders and buy them at a premium
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Not if over 50% of the shares are owned by 3 people who have no interest whatsoever in getting involved with Belvoir. Oh wait. . . . .
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register