REG - Trafalgar PropertyGp - Proposed £1.93m Subscription and GM Notice

Trafalgar PropertyAnnouncement

Today 09:45

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RNS Number : 9397A  Trafalgar Property Group PLC  17 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK MARKET ABUSE REGULATION

17 April 2026

TRAFALGAR PROPERTY GROUP PLC

 

Proposed £1.93 million Subscription, Rule 9 Waiver, Subsidiary Sale,
Conversions of certain liabilities into new Ordinary Shares or Unapproved
Options, Subdivision, Consolidation And Notice Of General Meeting

Trafalgar Property Group PLC (AIM: TPG) ("Trafalgar", "TPG" or the "Company"),
the AIM-quoted company, today announces a series of transactions (together,
the "Transaction") comprising:

 

•      a proposed subscription by ROI Capital Holdings International
Corp. ("ROI"), a Latin American focused investment vehicle, of £1.93 million
in new ordinary shares at an issue price of £0.00005 per share (the
"Subscription");

•      a waiver 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 (the "Takeover Code"
and the "Rule 9 Waiver");

•      the proposed disposal of the Company's subsidiaries (the
"Subsidiary Sale") to Chris Johnson, a director of those subsidiaries, for an
aggregate consideration of £1.00, constituting a fundamental change of
business under AIM Rule 15;

•      the proposed conversion of certain historic Company liabilities
into new ordinary shares and unapproved options over ordinary shares (the
"Conversions");

•      the proposed reversal of the Hilton House property transaction
entered into with Paul Elliott, a Director of the Company (the "Hilton House
Transaction Reversal");

•      a proposed subdivision of the Company's existing ordinary shares
and consequential amendment to the Company's Articles of Association (the
"Subdivision"); and

•      a proposed consolidation of ordinary shares following the
Subscription (the "Consolidation"); and

•      changes to the Board of Directors, with the current Directors
stepping down with effect from Completion and being replaced Martin Hull
(proposed Executive Director), Hugo Quevedo (proposed Non-Executive Chairman),
Javier Alvarez (proposed Non-Executive Director) and Juan Manuel Santucci
(proposed Non-Executive Director).

 

The Subscription is conditional on (among other things) completion of the
Subdivision, the Subsidiary Sale, the Conversions and the Hilton House
Transaction Reversal. The Transaction is subject, inter alia, to the approval
of shareholders at a General Meeting, notice of which is set out in the
circular being dispatched to shareholders today (the "Circular"). The
Directors unanimously recommend that shareholders vote in favour of all
Resolutions (save for those in respect of which individual Directors are
conflicted as related parties), and each Director has provided an irrevocable
undertaking to vote in favour of the Resolutions in respect of their own
beneficial holdings.

A copy of the Circular and Notice of General Meeting are available for
inspection on the Company's website at
www.trafalgarproperty.group/investors.com
(http://www.trafalgarproperty.group/investors.com) .

Paul Treadaway, Chairman and Chief Executive Officer, Trafalgar Property Group
PLC, commented:

"This investment represents a transformational moment for Trafalgar and, after
many years leading the Company, the right time for me to hand over the reins.
I am proud of what the team has built and I am confident that, with ROI's
backing and the incoming Board, the Company is in excellent hands. I wish
Martin and the new team every success as they take the business forward."

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

"I am delighted to be joining Trafalgar at such an exciting juncture. As a
committed cornerstone investor, ROI has the financial strength, investment
network and expertise to take the company forward. The new board has a strong
track record of identifying and developing compelling investment
opportunities, and together we are committed to moving quickly to identify and
execute a reverse takeover that will define the Company's next chapter.  I
look forward to working with the Board and our advisers to deliver real value
for shareholders."

Proposed New Directors

Martin Hull, proposed Executive Director

Martin Hull has more than 25 years' experience in executive, investment and
financial roles spanning the infrastructure, natural resources, energy and
investment banking sectors. Martin previously served as chief executive
officer of Echo Energy plc, an AIM-listed international energy company with a
focus on Latin American operations, before becoming a non-executive director
and chair of the audit committee. Prior to this, Martin spent 18 years at
Rothschild & Co, rising to  Managing Director where he advised on
numerous complex and high profile transactions, including M&A, capital
raising and debt restructurings. Martin holds a Bachelor of Arts degree in
Politics and Economic Development from the University of Exeter.

Hugo Quevedo, proposed Non-Executive Chairman

Hugo Quevedo has extensive experience as legal counsel and board member to
listed and unlisted companies across a variety of industries, including
infrastructure, natural resources and energy. For more than 30 years, Hugo has
advised public and private companies, banks and organisations on cross-border
and domestic corporate and financial transactions, as well as litigation. Hugo
has represented companies in numerous M&A transactions, financings, and
regulatory and antitrust matters spanning a wide range of sectors, including
oil and gas, power generation and distribution, natural gas transport and
distribution, mining, forestry, fishing, media, pharmaceuticals and retail. He
has also acted as arbitrator and as expert witness in international investment
treaty arbitrations. In his corporate roles, Hugo has served as chair,
director and in other capacities for private and listed companies in a number
of countries, including Argentina, Norway and Colombia. Hugo holds a law
degree from the Universidad de Buenos Aires, Argentina; a Master of Laws (LLM)
from the London School of Economics and Political Science, University of
London; a Postgraduate Diploma in Global Business from the University of
Oxford; and a Postgraduate Certificate in Philosophy from the University of
Cambridge.

Javier Alvarez, proposed Non-Executive Director

Javier Alvarez has over 30 years of experience in project development across
the energy, natural resources and sustainable development sectors in Latin
America, Africa and Europe. Since 2007, he has been a member of the board of
directors of the British Argentine Chamber of Commerce (BACC) and, since 2022,
has served as chairman. He is also a board member of the Council of Foreign
Chambers of Commerce in the United Kingdom. In 2022, Javier joined the board
of directors of Andina Energies PLC, where he served as chairman and now
serves as deputy chairman. From 2012 to 2020, he was a non-executive director
of Andes Energía PLC (now named Phoenix Global Resources PLC). Earlier in his
career Javier co-founded Fundación Hábitat & Desarrollo, working on
sustainable development, and later worked with the Living Earth Foundation on
projects in Africa. Javier holds a degree in Agricultural Engineering from the
Universidad Nacional del Litoral, Argentina, and a master's degree in
Environmental Policy and Globalisation from King's College London. He is a
Chevening Scholar.

Juan Manuel Santucci, proposed Non-Executive Director

Juan Manuel Santucci has over 20 years of experience in executive, investment
and financial management across Latin America, and is currently serving as
chief general manager at PangeaCo, a company focused on FTTH
(fibre-to-the-home) and business-to-business commercial monetisation in Lima,
Peru. He has a distinguished track record of driving transformative business
growth and operational efficiency for both startups and established
organisations in diverse sectors including fintech, online gaming, e-commerce,
logistics, and natural resources. Juan Manuel's expertise spans strategic
business and financial planning, M&A, fundraising, and implementing
scalable financial systems. As co-founder of Zebratimes, he has guided over 80
startups through digital transformation, agile strategies, and secured
pre-seed funding. Juan Manuel holds an M.B.A. from Universidad Torcuato Di
Tella, Argentina, and a B.B.A. from the University of Notre Dame, United
States of America.

The Circular contains a Notice of General Meeting to be held at the offices of
the Company at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent TN8
7PD at 11a.m. on 5 May 2026.

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Circular.

 

Enquiries
 Trafalgar Property Group PLC
 Paul Treadaway                               Tel: +44 (0)1732 700 000
 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

 

SPARK Advisory Partners Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and is acting as financial
adviser and nominated adviser to the Company in connection with the matters
described in this announcement, is not acting for any other person and will
not be responsible to any other person for providing the protections afforded
to customers of SPARK Advisory Partners Limited or for advising any other
person on the contents of this announcement. SPARK Advisory Partners Limited
has not authorised the contents of, or any part of, this announcement. SPARK
Advisory Partners Limited accepts no liability whatsoever for the accuracy of
any information or opinions contained in this announcement.

This announcement does not constitute an offer to sell, or a solicitation of
an offer to buy, any ordinary shares in the capital of the Company. This
announcement is for information purposes only. The information contained in
this announcement is subject to change.

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
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should inform themselves about and observe any such restrictions. Any failure
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