Proposed Disposal of Completed Properties
9 February 2012
Trafalgar New Homes Plc ("TNH" or the "Company")
Proposed Disposal of Completed Properties
Completion of Financing of Oakhurst Manor
As set out in the Company's PLUS Admission Document dated 8 November 2011, the Company through its
wholly owned subsidiary company, Combe Bank Homes Ltd ("Combe Bank"), owns a small number of completed
residential properties (the "Properties") which are let pending sale. At the time of their development
it had not been the intention of the Directors of Combe Bank that the Properties be developed for
letting purposes, but in the current economic climate the decision was taken that their sale should be
delayed until such time as sale prices which, in the opinion of the Directors of TNH (the "Directors")
more properly reflected their value, could be achieved. The Properties were, therefore, let on terms
reflecting a return in excess of Combe Bank's then borrowing cost.
The Directors of Combe Bank have been advised that if Combe Bank continues to hold the Properties for
letting there is a danger that HM Revenue and Customs will seek to regard the Company as a property
investment company, with a consequent detrimental effect on Combe Bank's VAT status. In addition, the
financing arrangements for certain of the Properties are shortly due for renewal and, in the opinion
of the Directors, the re-financing terms which have so far been offered to Combe Bank are less than
advantageous, and the financing available for the Properties as investment properties would be some
£285,000 less than the current borrowings on those Properties. For these reasons, the Directors
consider that it will be in the best interests of the Company if these Properties are now to be sold.
The Directors believe that a sale of the Properties on the open market in the current economic climate
would almost certainly realise a significant loss against book value. An agreement in principle (the
"Agreement") has therefore been entered into between Combe Bank and Mr Christopher Johnson, the
Executive Chairman of and a controlling shareholder in, the Company. Under the terms of the Agreement,
it is proposed that Mr Johnson will acquire the properties for an aggregate consideration of
£1,090,000.
As Mr Christopher Johnson is a director of the Company and a controlling shareholder of the Company,
the proposed disposal of the Properties is classified as a related party transaction under the PLUS
Rules.
The aggregate book value of the Properties is £1,129,301. The aggregate rental income from the
Properties is approximately £50,400 per year. There are aggregate borrowings secured on the
Properties of £644,400, the interest on which is currently £40,275 per year.
All of the Properties are located in Dover and are freehold and residential. The Properties comprise:
an end of terrace three bedroom property, two maisonettes, a former public house which has been
converted into four flats and a detached cottage.
The Directors have received independent confirmation from a leading firm of valuers that the purchase
consideration for the Properties is, in their opinion, in excess of, their current estimated market
value. The aggregate purchase consideration will be settled in cash, which will be applied
principally towards reducing existing bank indebtedness. The disposal of the Properties will reduce
interest payable on bank loans by some £40,275 per year, although the Group would also lose the
benefit of the rental income.
Under the provisions of S190 Companies Act 2006 the proposed disposal of the Properties to Mr Johnson
will require the approval of the shareholders of TNH in general meeting. A circular will therefore
today be despatched to shareholders giving full details of the proposed transaction and containing a
notice convening a general meeting.
Mr Johnson has an interest in 87.14% of the issued ordinary share capital of the Company, and is party
to a relationship agreement with the Company pursuant to which neither he nor his son Alexander
Johnson will vote on the Resolution relating to the disposal of the Properties.
Oakhurst Manor
The Directors are also pleased to announce the completion of the financing of the development of Combe
Bank's site at Oakhurst Manor, Bank Lane, Hildenborough, Kent. The 4.2 acre site has planning
permission for the construction of twelve residential units. A facility agreement has been entered
into with Banif-Banco Internacional Do Funchal S.A., providing for a maximum loan of £3,478,000 to be
made available at an interest rate of 3.75 per cent over three month libor. The funding to be provided
under the agreement will repay all existing borrowing relating to the property and will provide 100
per cent of the build cost of the project.
THE DIRECTORS OF TRAFALGAR NEW HOMES PLC ACCEPT RESPONSIBILITY FOR THIS ANNOUNCEMENT.
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Enquiries:
Trafalgar New Homes Plc
Christopher Johnson
+44 (0)1732 700000
PLUS Corporate Adviser
Peter Ward/Alex Brearley
+44 (0)20 7638 5600
Trafalgar New Homes Plc