Statement re. possible offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.2 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

4 December 2020

THE PROPERTY FRANCHISE GROUP PLC

("TPFG" or the "Company")

Statement re. possible offer

The Company notes the recent press speculation regarding Hunters Property Plc ("Hunters") and confirms that, in accordance with its strategy to expand its franchise network through acquisition, it is in early contemplation of a possible offer to acquire the entire issued and to be issued share capital of Hunters.

Whilst the Company has made a preliminary approach to the board of Hunters, there can be no certainty that any firm offer will be made for Hunters, nor as to the terms on which any offer might be made.

In accordance with Rule 2.6(a) of the Code, TPFG has until 5.00pm on 1 January 2021, being 28 days following this announcement, to either announce a firm intention to make an offer for Hunters in accordance with Rule 2.7 of the Code or announce that they do not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

A further announcement will be made when appropriate.

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company confirms that, as at the close of business on 3 December 2020, being the last business day prior to the date of this announcement, it had 25,822,750 ordinary shares of 1 penny each in issue admitted to trading on the AIM market of the London Stock Exchange.  The Company holds no ordinary shares in treasury.  Accordingly, the total number of voting rights in TPFG is 25,822,750.  The International Securities Identification Number ('ISIN') for the Company's ordinary shares is GB00BH0WFH67.

The person responsible for arranging the release of this announcement on behalf of TPFG is David Raggett, Chief Financial Officer.

For further information, please contact:

About The Property Franchise Group PLC:

The Property Franchise Group PLC (AIM: TPFG) is one of the largest property franchises in the UK. The Company was founded in 1986 and has since grown to a diverse portfolio of six brands operating throughout the UK, comprising longstanding high-street brands and a hybrid, no sale no fee agency.

The Property Franchise Group's brands include: 

· Martin & Co: a national lettings focused brand

· EweMove: a national, digitally enabled, hybrid sales and lettings brand

· CJ Hole: a full-service estate agency serving the West Country for 151 years

· Ellis & Co: a full-service estate agency serving London for 168 years

· Parkers: a full-service estate agency serving the M4 corridor for 70 years

· Whitegates: a full-service estate agency serving the Midlands and North of England for 40 years

Headquartered in Bournemouth, UK, the Company was listed on AIM on the London Stock Exchange in 2013. More information is available at www.propertyfranchise.co.uk

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.propertyfranchise.co.uk by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of(i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of TPFG who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of TPFG who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.