REG - Trafalgar PropertyGp - Acquisition of 10% Equity Stake, RPT

Trafalgar PropertyAnnouncement

01/07/2025 07:00

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RNS Number : 0552P  Trafalgar Property Group PLC  01 July 2025

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

 

1 July 2025

 

TRAFALGAR PROPERTY GROUP PLC

("Trafalgar", the "Company" or "Group")

Acquisition of 10% Equity Stake, Related Party Transaction, Issue of Equity,
Total Voting Rights

 

Further to the announcement of 23 June 2025, Trafalgar (AIM:TRAF) is pleased
to announce that it has acquired, from Trafalgar Director, Paul Elliott (the
"Vendor"), a 10% equity interest in Hilton House, a commercial property
located in central Stockport, Manchester, for a purchase price of £350,000.
This acquisition constitutes a substantial transaction under AIM Rule 12. The
consideration for the 10% interest in Hilton House is to be satisfied through
a combination of equity issuance (the "Equity Issuance") and a convertible
loan note (the "Convertible Loan Note" or "CLN"), comprising:

·      An initial Equity Issuance of 366,666,667 new ordinary shares in
Trafalgar at £0.0003 per share, amounting to £110,000 ("Consideration
Shares"). This will result in the Vendor holding 29.43% of the fully diluted
issued share capital of Trafalgar.

·      The balance of £240,000 will be satisfied through the issue of
an unsecured CLN, convertible at the same £0.0003 strike price. Conversion of
the CLN will be subject to shareholder approval, in the event any proposed
conversion results in the Vendor increasing its shareholding in Trafalgar
above 29.9%.

Hilton House, independently valued at £3.5 million, is currently a vacant
office building which comprises a 1970's-built office complex consisting of
four interlinked blocks, including three 3-storey buildings and one 8-storey
building, encircled by 68 parking spaces. The property has the potential for
redevelopment into a residential buy-to-let scheme, subject to future planning
consents.

The transaction provides the Company exposure to potential uplift from the
repositioning of the asset into a residential or mixed-used scheme, subject to
future planning consents. The 10% equity interest will give Trafalgar rights
to 10% of any future potential rental income derived from Hilton House and 10%
of the sale proceeds on any future disposal of the site.

 

Related Party Transaction

Paul Elliott, as the owner of Hilton House and a Director of Trafalgar, is a
related party, as defined by the AIM Rules. As a result, this acquisition
constitutes a related party transaction under AIM Rule 13.

Accordingly, the Independent Directors of Trafalgar, (for these purposes being
all of the Directors other than Paul Elliott), having consulted with the
Company's Nominated Adviser, SPARK Advisory Partners Limited, consider the
terms of the minority stake acquisition of Hilton House to be fair and
reasonable insofar as the Company's shareholders are concerned.

 

Issue of Equity

Application will be made for admission of the 366,666,667 Consideration Shares
to trading on AIM ("Admission"). It is expected that Admission will occur on
or around 4 July 2025.

 

Total Voting Rights

On Admission the Company's issued share capital will consist of 1,246,019,038
ordinary shares of £0.0001 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 1,246,019,038. 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                             +44 (0) 1732 700 000

 Paul Treadaway
 SPARK Advisory Partners Limited - AIM Nominated Adviser  +44 (0) 203 368 3550

 Matt Davis
 Peterhouse Capital Limited - Broker                      +44 (0) 20 7409 0930
 Duncan Vasey/Lucy Williams

 

Notes to Editors:

Trafalgar Property Group plc

For further information visit    www.trafalgarproperty.group
(http://www.trafalgarproperty.group/)

 

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