Debt Conversion and Convertible Loan Note Issuance

Trafalgar Property Group PLC

27 March 2024

 

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	[phone]
Spark Advisory Partners Ltd -AIM Nominated Adviser Matt Davis	[phone]
Peterhouse Capital Limited - Broker Duncan Vasey/Lucy Williams	[phone]

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

 

END