REG - Trafalgar PropertyGp - Debt Conversion and Convertible Loan Note Issuance

Trafalgar PropertyAnnouncement

27/03/2024 07:00

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RNS Number : 4029I  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                        +44 (0) 1732 700 000

 Paul Treadaway

 Spark Advisory Partners Ltd -AIM Nominated Adviser  +44 (0) 20 3368 3550

 Matt Davis

 Peterhouse Capital Limited - Broker                 +44 (0) 20 7409 0930

 Duncan Vasey/Lucy Williams

 

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

 

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