Re-Admission To PLUS and Completion of Acquisition
11 November 2011
Trafalgar New Homes Plc
(the "Company" or "TNH")
Re-Admission To PLUS and Completion of Acquisition
The Directors of Trafalgar New Homes plc are pleased to announce today the re-admission of the Company's entire
issued ordinary share capital to trading on the PLUS-quoted market ("Re-Admission") and the completion of the
acquisition (the "Acquisition") of Combe Bank Homes Limited ("Combe Bank").
Combe Bank was incorporated in November 2006 to undertake residential development in new build, conversions and
refurbishment. The founders, Christopher and Alexander Johnson, together with their support staff, have direct
experience in the residential housing sector. Combe Bank currently owns eight residential sites, concentrated
in Kent.
For the six month period ended 31 May 2011 Combe Bank returned a profit after taxation of £329,495. As at that
date Combe Bank's property portfolio was valued at £7,054,938. As at 31 May 2011, Combe Bank's long term
indebtedness was £8,918,077, of which £4,686,749 was provided by Christopher Johnson's family interests.
Further details regarding Combe Bank and the Acquisition can be found in the Company's Admission Document.
BOARD CHANGES
Mr Robert McKendrick and Mr James Reid have today resigned as directors of TNH and Mr Christopher Johnson and
Mr Alexander Johnson have today been appointed as Executive Chairman and Sales and Marketing Director
respectively. Additionally, Mr Andrew Moore has today resigned as Chairman of the Board and is now a Non-
Executive Director of the Company. Further details regarding Mr Christopher Johnson, Mr Alexander Johnson and
Mr Andrew Moore can be found in the Company's Admission Document.
ISSUE OF EQUITY
The Company has today issued 186,815,803 ordinary shares of 1p each ("Ordinary Shares") to Mr Christopher
Johnson and 1,868 Ordinary Shares to Mr Alexander Johnson (collectively the "Consideration Shares"), at an
issue price of 1.2 pence per Ordinary Share, as consideration for the Acquisition.
Additionally, the Company has today issued 6,800,000 Ordinary Shares (the "Adviser Shares") to its PLUS
Corporate Adviser, SVS Securities plc ("SVS"), at an issue price of 1.2 pence per Ordinary Share, in settlement
of part of SVS's fees in respect of the Acquisition and Re-Admission and in settlement of outstanding amounts
due to SVS by the Company.
Following the issue of the Consideration Shares and the Adviser Shares, the Company will have a total of
214,375,190 Ordinary Shares in issue. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their interest in, or change to their
interest in the Company under the FSA's Disclosure and Transparency Rules.
The Consideration Shares and the Adviser Shares will rank pari passu in all respects with the existing fully
paid Ordinary Shares. The Consideration Shares, the Adviser Shares and the existing Ordinary Shares each have
one right to vote per share. The Company's total issued share capital is now GBP 2,143,751.90.
SHAREHOLDINGS
The following table sets out details of Director shareholdings and the changes in the percentage of voting
rights held by Directors subsequent to the issue of the Consideration Shares and the Adviser Shares.
Name Number of Ordinary Percentage of the Number of Ordinary Percentage of the
Shares, with one voting rights in the Shares, with one voting rights in the
voting right each, issued ordinary share voting right each, issued ordinary share
held prior to the capital of the held following the capital of the
issue of the Company prior to the issue of the Company following the
Consideration issue of the Consideration Shares issue of the
Shares and the Consideration Shares and the Adviser Consideration Shares
Adviser Shares and the Adviser Shares and the Adviser
Shares (%) Shares (%)
Christopher 0 0.00% 186,815,803 87.14%
Johnson
Alexander Johnson 0 0.00% 1,868 0.01%
Andrew Moore * 2,935,394 14.14% 2,935,394 1.37%
* Andrew Moore is the legal and beneficial owner of Central Corporate Finance LLP which holds 2,935,394
Ordinary Shares.
The following table sets out details of other shareholdings and the associated changes in the percentage of
voting rights held subsequent to the issue of the Consideration Shares and the Adviser Shares.
Name Number of Ordinary Percentage of the Number of Ordinary Percentage of the
Shares, with one voting rights in the Shares, with one voting rights in the
voting right each, issued ordinary share voting right each, issued ordinary share
held prior to the capital of the held following the capital of the
issue of the Company prior to the issue of the Company following the
Consideration issue of the Consideration Shares issue of the
Shares and the Consideration Shares and the Adviser Consideration Shares
Adviser Shares and the Adviser Shares and the Adviser
Shares (%) Shares (%)
SVS Securities 1,335,087 6.43% 8,135,087 3.79%
plc *
Robert McKendrick 5,592,467 26.94% 5,592,467 2.61%
* SVS Securities plc is the legal and beneficial owner of this shareholding.
OTHER
Minor changes have been made to the original circular dated 13 October 2011 (the "Circular"), which was sent to
shareholders. An admission document dated 8 November 2011 (the "Admission Document"), incorporating the
aforementioned minor changes may be obtained from the offices of SVS Securities PLC, 21 Wilson Street, London
EC2M 2SN for a period of one month from the date of this announcement. The Admission Document may also be
obtained from the PLUS Stock Exchange website.
THE DIRECTORS OF TRAFALGAR NEW HOMES PLC ACCEPT RESPONSIBILITY FOR THIS ANNOUNCEMENT.
---ENDS---
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