REG - Trafalgar PropertyGp - GM Result & Approval of Key Transactions

Trafalgar PropertyAnnouncement

05/05/2026 14:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260505:nRSE1010Da&default-theme=true

RNS Number : 1010D  Trafalgar Property Group PLC  05 May 2026

This announcement contains inside information for the purposes of Article 7 of
the UK Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018. The
distribution of this announcement in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

5 May 2026

TRAFALGAR PROPERTY GROUP PLC

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

Result of General Meeting

Approval of Rule 9 Waiver, Subsidiary Sale, Conversions of certain liabilities
into new Ordinary Shares or Unapproved Options, Hilton House Transaction
Reversal, Subdivision and Consolidation

Expected Completion of the Subscription

 

Trafalgar (AIM: TRAF), the AIM quoted residential and assisted living property
developer, is pleased to announce that at the General Meeting of the Company
held earlier today at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge,
Kent TN8 7PD, all of the resolutions set out in the Notice of General Meeting
were duly passed on a poll by the requisite majorities.

The General Meeting was convened to approve the series of transactions
(together, the "Transaction") described in the circular published by the
Company on 17 April 2026 (the "Circular"), comprising:

•      a proposed subscription by ROI Capital Holdings International
Corp. ("ROI") for new Ordinary Shares, to raise gross proceeds of
approximately £1.93 million (the "Subscription");

•      approval of a waiver, granted by the Panel on Takeovers and
Mergers (the "Panel"), of the obligation that would otherwise arise on ROI to
make a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers
as a result of the Subscription (the "Rule 9 Waiver");

•      the disposal of the Company's subsidiaries to Chris Johnson for
an aggregate consideration of £1.00, resulting in a fundamental change in the
business of the Company for the purposes of AIM Rule 15 (the "Subsidiary
Sale");

•      the conversion of certain existing liabilities of the Company
into new Ordinary Shares or Unapproved Options (together, the "Conversions");

•      the reversal of the previously announced Hilton House
Transaction (the "Hilton House Transaction Reversal");

•      the sub-division and, where relevant, re-designation of the
Company's existing Ordinary Shares (the "Subdivision"), together with a
corresponding amendment to the Articles of Association; and

•      the consolidation of the Subdivided Ordinary Shares on the basis
of one new ordinary share of £0.01 for every 1,000 Subdivided Ordinary Shares
(the "Consolidation").

Capitalised terms used but not otherwise defined in this announcement have the
meanings given to them in the Circular.

Voting Results

The results of the poll on each of the resolutions proposed at the General
Meeting were as follows:

 No.  Resolution                                                Type      No. of Votes For  % of Votes Cast For  No. of Votes Against  % of Votes Cast  Against   Total Votes Cast  % of ISC Voted*  Votes Withheld  Result
 1    Rule 9 Waiver Resolution (Independent Shareholders only)  Ordinary  781,460,607       99.87%               981,284               0.13%                      782,441,891       62.80%           78,000          Passed
 2    AIM Rule 15 Resolution                                    Ordinary  1,281,526,695     99.93%               915,196               0.07%                      1,282,441,891     73.45%           78,000          Passed
 3    Subdivision Resolution                                    Ordinary  1,281,382,059     99.92%               1,059,832             0.08%                      1,282,441,891     73.45%           78,000          Passed
 4    Authority to Allot Resolution                             Ordinary  1,281,565,479     99.93%               876,412               0.07%                      1,282,441,891     73.45%           78,000          Passed
 5    Consolidation Resolution                                  Ordinary  1,277,203,565     99.59%               5,238,326             0.41%                      1,282,441,891     73.45%           78,000          Passed
 6    Articles Amendment Resolution                             Special   1,281,509,795     99.93%               932,096               0.07%                      1,282,441,891     73.45%           78,000          Passed
 7    Disapplication of Pre-emption Rights Resolution           Special   1,277,220,465     99.59%               5,221,426             0.41%                      1,282,441,891     73.45%           78,000          Passed

 

* A vote withheld is not a vote in law and is not included in the calculation
of the proportion of votes "for" or "against" a resolution. The "% of ISC
Voted" is expressed as a percentage of the Company's issued ordinary share
capital as at the voting record date of 1,746,019,038 Ordinary Shares, save in
respect of the Rule 9 Waiver Resolution where the percentage is expressed by
reference to the shareholdings of the Independent Shareholders entitled to
vote on that resolution, being 1,246,019,038 Ordinary Shares.

Full details of the resolutions passed at the General Meeting are set out in
the Notice of General Meeting contained in Part V of the Circular.

Consequences of the Resolutions and Expected Timetable

As a consequence of the Resolutions having been duly passed, the Company
intends to implement the Transaction in accordance with the expected timetable
set out in the Circular. In summary:

•      the Subdivision will become effective by reference to holdings
on the Register of Members at 6.00 p.m. on 5 May 2026 (being the Subdivision
Record Date), with each Existing Share being sub-divided and, where relevant,
re-designated into one Subdivided Ordinary Share of £0.00001 and one B
Deferred Share of £0.00009;

•      completion of the Subsidiary Sale, the Conversions and the
Hilton House Transaction Reversal is expected to occur on 6 May 2026.
Following completion of the Subsidiary Sale, the Company will cease to own,
control or conduct all or substantially all of its existing trading business,
activities or assets and will become an AIM Rule 15 cash shell;

•      pursuant to the Consultancy Conversion, 484,848,485 Conversion
Shares will be issued to ABCS2 Holdings Ltd in full and final settlement of
£80,000 of advisers' fees;

•      pursuant to the Directors' Salary Conversions, the Company will
grant, in aggregate, 1,272,727,272 Unapproved Options over Ordinary Shares to
Paul Challinor, Norman Lott, Gary Thorneycroft and Paul Treadaway, with the
remainder of the relevant liability being foregone;

•      pursuant to the Hilton House Transaction Reversal, 100,000,000
Hilton House Shares will be issued to Paul Elliott at the Issue Price;

•      application has been made to the London Stock Exchange for the
Subdivided Ordinary Shares, the Conversion Shares and the Hilton House Shares
to be admitted to trading on AIM ("First Admission"). First Admission is
expected to become effective and dealings in those shares are expected to
commence on AIM at 8.00 a.m. on 6 May 2026;

•      the Subscription by ROI is expected to complete on 7 May 2026,
pursuant to which 38,682,353,000 Subscription Shares will be allotted and
issued to ROI at the Issue Price of £0.00005 per Subscription Share, raising
gross proceeds of approximately £1.93 million for the Company. Application
has been made for the Subscription Shares to be admitted to trading on AIM
("Second Admission"), with Second Admission expected to become effective and
dealings in the Subscription Shares to commence on AIM at 8.00 a.m. on 7 May
2026;

•      immediately following Completion, ROI will hold 38,682,353,000
Ordinary Shares representing approximately 94.32 per cent. of the Enlarged
Share Capital. The Rule 9 Waiver Resolution having been approved by the
Independent Shareholders on a poll, the Panel's waiver of the obligation that
would otherwise arise on ROI to make a mandatory offer under Rule 9 of the
City Code on Takeovers and Mergers as a result of the Subscription has become
unconditional;

•      the Consolidation will be effected by reference to holdings on
the Register of Members at 6.00 p.m. on 7 May 2026 (being the Consolidation
Record Date), on the basis of one Consolidated Ordinary Share of £0.01 for
every 1,000 Subdivided Ordinary Shares. Application has been made for the
Consolidated Ordinary Shares to be admitted to trading on AIM ("Third
Admission"), with Third Admission expected to become effective and dealings in
the Consolidated Ordinary Shares to commence on AIM at 8.00 a.m. on 8 May
2026. Fractional entitlements arising as a result of the Consolidation will be
aggregated and sold in the market, with the proceeds to be retained by the
Company (save that, where the net proceeds of such sale are less than £100,
such net proceeds will be donated to the MND Association, Registered Charity
no. 294354);

•      in connection with the Consolidation, the Company's ISIN and
SEDOL will change. The new ISIN is GB00BKMQQR47 and the new SEDOL number is
BKMQQR4 and will become effective as at 8:00 a.m. on 8 May 2026. Following
this change in ISIN, Trafalgar shareholders are required to take no further
action.

•      conditional on, and following, Completion, the Company will
redeem £55,556 in principal amount of the Convertible Loan Notes held by
Wager Holdings Limited for an aggregate redemption price of £150,000 in cash,
in accordance with the Redemption Agreement. Following completion of the
Redemption, Wager Holdings Limited will continue to hold Convertible Loan
Notes in the principal amount of £44,444;

•      definitive share certificates in respect of the Hilton House
Shares, the Subscription Shares and the Consolidated Ordinary Shares are
expected to be dispatched by post by no later than 22 May 2026; and

•      conditional on, and with effect from, Completion, each of the
current Directors will step down from the Board and Martin Hull (as executive
director and incoming Chief Executive Officer), Hugo Quevedo (as non-executive
chairman), Javier Alvarez (as non-executive director) and Juan Manuel Santucci
(as non-executive director) will be appointed to the Board. Shareholders are
reminded that, following Completion, the Company will be an AIM Rule 15 cash
shell and, as such, will be required to make an acquisition or acquisitions
which constitute(s) a reverse takeover under AIM Rule 14 on or before the date
falling six months from Completion. In the event that such a reverse takeover
is not completed within that period, the Ordinary Shares would be suspended
from trading on AIM pursuant to AIM Rule 14, with admission to trading on AIM
cancelled six months from the date of suspension should the reason for the
suspension not be rectified during that period.

The expected timetable for the remaining steps of the Transaction remains as
set out in the Circular. Each of the times and dates is subject to change and,
if any such change occurs, the revised times and dates will be notified to
Shareholders by means of an announcement through a Regulatory Information
Service.

Total Voting Rights

As at the date of this announcement, the Company's issued ordinary share
capital consists of 1,746,019,038 Ordinary Shares of £0.0001 each, with one
voting right per Ordinary Share. No Ordinary Shares are held in treasury.
Accordingly, the total number of voting rights in the Company as at the date
of this announcement is 1,746,019,038.

Following First Admission, the total number of Ordinary Shares in issue is
expected to be 2,330,867,523, each carrying one vote. Following Second
Admission, the total number of Ordinary Shares in issue is expected to be
41,013,221,000, each carrying one vote. Following Third Admission, the total
number of Ordinary Shares in issue is expected to be 41,013,221, each carrying
one vote.

The above figures 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 a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Commentary

Martin Hull, incoming Chief Executive Officer, Trafalgar Property Group PLC,
commented:

"On behalf of the incoming board, I would like to begin by thanking Paul
Treadaway, Paul Challinor, Gary Thorneycroft, Paul Elliott and Norman Lott for
their dedication and stewardship of Trafalgar over the years. Securing
shareholder approval for this transaction in the circumstances the Company
faced was no small feat, and we are grateful for their support in bringing it
to a successful conclusion.

Today marks an important milestone for Trafalgar. With ROI's financial
strength and investment network, we are well positioned to identify and
execute a reverse takeover that will define the Company's next chapter. The
new board has a strong track record of identifying and developing compelling
investment opportunities, and we are committed to delivering real value for
all shareholders. We look forward to updating the market as our search
progresses."

The disclosures pursuant to Rule 17 and Schedule Two, paragraph (g) of the AIM
Rules for Companies are set out further below

 

Enquiries:

 Trafalgar Property Group PLC
 Martin Hull                                  via SPARK Advisory Partners Limited
 www.trafalgarproperty.group

 SPARK Advisory Partners Limited
 AIM Nominated Adviser and Financial Adviser  Tel: +44 (0)203 368 3550
 Matt Davis/ James Keeshan

 AlbR Capital Limited
 Corporate Broker                             Tel: +44 (0)20 7409 0930
 Duncan Vasey / Lucy Williams

 

 

In addition to their appointment to the Board, each holds or has held the
following directorships or partnerships in the past five years:

 

Martin Hull (aged 47)

 

 Current directorships                 Previous directorships (within previous five years)
 Gresham House Solar Distribution LLP  Nativo Resources PLC

                                       Echo Energy Bolivia

                                       Echo Energy Bolivia (HOLD CO 2) UK LTD

                                       Echo Energy Argentina Holdings Limited

                                       Eco Energy TA OP LTD

                                       Echo Energy Holdings (UK) LTD

                                       Echo Energy Bolivia (OP CO 1) UK LTD

                                       Echo Energy C D AND LLC LTD

                                       ECO Energy CDL OP LTD (11031406)

                                       Echo Energy TAPI AIKE LTD

                                       Echo Energy Bolivia (HOLD CO 1) UK LTD

 

Mr Hull does not hold any shares in the Company.

 

Hugo Quevedo (aged 62)

 

 Current directorships                              Previous directorships (within previous five years)
 Interoil Exploration and Productions ASA           Interoil Argentina S.A.

 Interoil Colombia Exploration and Production Inc   Edenor S.A.

 Supercanal S.A.

Mr Quevedo does not hold any shares in the Company.

 

Javier Alvarez (aged 54)

 

 Current directorships                               Previous directorships (within previous five years)
 Council of Foreign Chambers of Commerce UK Limited  None

 Andina Energies PLC

 ROI Capital Holdings International Corp

 

Mr Alvarez does not hold any shares in the Company.

 

Juan Manuel Santucci (aged 47)

 

 Current directorships  Previous directorships (within previous five years)
 None                   None

 

Mr Santucci does not hold any shares in the Company.

 

 

There is no further information required to be disclosed in respect of the
above appointment pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for
Companies.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMAAMJTMTMMBMF



            Copyright 2019 Regulatory News Service, all rights reserved