Trafalgar Property Group
PLC
27 March 2024
This announcement contains inside
information as stipulated under the UK version of the Market Abuse
Regulation No 596/2014 which is part of English Law by virtue of
the European (Withdrawal) Act 2018, as amended. On
publication of this announcement via a Regulatory Information
Service, this information is considered to be in the public
domain.
TRAFALGAR PROPERTY GROUP
PLC
("Trafalgar" or the "Company")
Debt Conversion, Issuance of
Shares and Convertible Loan Note Issuance
2022 CLN Conversion
Further to the announcement of 11
July 2022, Trafalgar is pleased to announce that Christopher
Johnson has issued a conversion notice to the Company in relation
to the entirety of the £905,000 unsecured convertible loan notes
held by Mr Johnson in the Company (the "2022 CLN"). As a result,
and as per the original terms of the 2022 CLN, the Company will
issue to Mr Johnson 226,250,000 New Ordinary Shares (the "2022
Conversion Shares") at £0.004 per ordinary share.
Mr Johnson has instructed the
Company's Broker, Peterhouse Capital Limited ("Peterhouse") to
immediately place the entirety of the 2022 Conversion Shares, at a
price of £0.00044 per share (a 12% discount to the mid-market
closing price of £0.0005 on 20 March 2024, the last practical date
prior to this announcement), raising £100,000.
Of the £100,000 total cash
consideration received by Mr Johnson for the 2022 Conversion
Shares, £50,000 is to be subscribed for by Paul Treadaway,
Trafalgar's Chief Executive Officer, and £10,000 by Gary
Thorneycroft, the Company's Group Financial Director.
2024 CLN Issue
Further, in order to provide
additional funds to the Company, Mr Johnson has agreed to reinvest
the entirety of the £100,000 consideration he will receive for the
2022 Conversion Shares back into the Company. In return, Trafalgar
will issue Mr Johnson with a new, nil coupon, unsecured convertible
loan note (the "2024 CLN"). The 2024 CLN
will be convertible in full into 226,250,000 Ordinary Shares
at £0.00044 per ordinary share ("2024 CLN
Exercise Price") and can be converted at
any time by Mr Johnson, subject inter alia to his entire
holding being less than 29.99 per cent of the voting rights in
issue in the Company.
General Meeting
The Companies Act 2006 provides that
a company may not issue shares at a discount to its nominal value.
As the 2024 CLN Exercise Price is below the
Company's nominal value of £0.001 per ordinary share,
the Company is required to convene a general
meeting in order to undertake a share reorganisation (the
"Reorganisation").
A circular ("Circular") containing
further details of the Reorganisation and notice of the general
meeting to approve the resolutions required to implement the
Reorganisation, is expected to be published and despatched to
Trafalgar shareholders by 31 May 2024, when a further announcement
will be made. Following its publication, the Circular will be
available on the Group's website.
Christopher Johnson has agreed
to exercise conversion rights under the 2024 CLN immediately
following such authorities being granted.
Related Party Transaction
As Christopher Johnson is a director
of Trafalgar New Homes Limited, a subsidiary of the Company, the
issue of the 2024 CLN constitutes a related party transaction under
Rule 13 of the AIM Rules for Companies. The Directors of
Trafalgar, all of whom are independent in respect of the related
party transaction, consider, having consulted with SPARK, the
Company's Nominated Adviser, that the issuance and terms of the
2024 CLN are fair and reasonable insofar as the Company's
Shareholders are concerned.
Debt Settlement
The Company announces the issue of
26,000,000 New Ordinary Shares of £0.001 each (the "Settlement
Shares") in order to settle certain liabilities. The shares will be
issued at £0.001 per Ordinary Share.
Admission and Total Voting Rights
Application will be made for
admission of the 2022 Conversion Shares and the Settlement Shares
to trading on AIM ("Admission"). It is expected that Admission will
occur on or around 3 April 2024.
On Admission the Company's issued
share capital will consist of 653,102,371 ordinary shares of
£0.001 each, with one
voting right each. The Company does not hold any shares in
treasury. Therefore, the total number of ordinary shares and voting
rights in the Company will be 653,102,371. This figure may be used
by shareholders in the Company 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
share capital of the Company under the FCA's Disclosure and
Transparency Rules.
Enquiries:
|
Trafalgar Property Group
Plc
Paul Treadaway
|
+44 (0) 1732 700 000
|
|
Spark Advisory Partners Ltd -AIM
Nominated Adviser
Matt Davis
|
+44 (0) 20 3368 3550
|
|
Peterhouse Capital Limited -
Broker
Duncan Vasey/Lucy
Williams
|
+44 (0) 20 7409 0930
|
|
|
|
Notification of Transaction by Person Discharging Managerial
Responsibilities and Person Closely Associated With
Them
The following notification is made
under article 19 of the UK Market Abuse Regulation.
|
1
|
Details of the person discharging managerial responsibilities
("PDMR") / person closely associated ("PCA")
|
|
a)
|
Name
|
1. Paul
Treadaway
2. Gary
Thorneycroft
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
1. Managing
Director
2.
CFO
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Trafalgar Property Group
PLC
|
|
b)
|
LEI
|
2138005RIYTPKQ386I20
|
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
|
Ordinary shares of £0.001
each
|
|
|
|
|
Identification code
|
GB00BMGS6031
|
|
|
|
|
b)
|
Nature of the transaction
|
Acquisition of shares
|
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
|
Paul Treadaway
|
£0.00044
|
113,636,364
|
|
|
|
Gary Thorneycroft
|
£0.00044
|
22,727,273
|
|
|
d)
|
Aggregated information
|
|
|
|
|
|
- Aggregated volume
|
136,363,636
|
|
- Price
|
£0.00044
|
|
|
|
|
e)
|
Date of the transaction
|
26 March 2024
|
|
f)
|
Place of the transaction
|
AIM
|