REG - Trafalgar PropertyGp - Subscription & Convertible Loan Note Issue

Trafalgar PropertyAnnouncement

16/07/2025 16:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250716:nRSP3590Ra&default-theme=true

RNS Number : 3590R  Trafalgar Property Group PLC  16 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.

 16 July 2025

 TRAFALGAR PROPERTY GROUP PLC

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

Subscription Agreement and Proposed Issue of Convertible Loan Note

Trafalgar (AIM:TRAF), the AIM quoted residential and assisted living property
developer, the Company is pleased to announce that Wager Holdings Limited
("Wager") has invested £50,000 by way of direct subscription (the
"Subscription") of 500,000,000 new ordinary shares of £0.0001 each in the
capital of the Company (the "Subscription Shares"), at a price of £0.0001 per
share (the "Issue Price").

The Subscription will be used primarily to fund working capital requirements.

Proposed Issue of a Convertible Loan Note

In addition to the Subscription, it is anticipated that Trafalgar create
150,000 £1 unsecured interest free convertible loan notes ("CLNs") and enter
into a formal agreement to issue those 150,000 CLNs for a subscription value
of £150,000 (the "Wager CLN") from Wager.  It is intended that the Wager CLN
will also be used primarily to fund working capital requirements.

The expected key terms of the Wager CLN are:

·       up to £150,000 total facility (principal) amount.

·       repayable on or before 31 December 2025.

·       interest free and unsecured.

·       convertible at £0.0001, being a discount of 71.43% to the
closing mid-market share price on 14 July, being £0.00035

·       transferrable and will not be quoted.

The conversion of the CLN would be restricted to ensure that, immediately
following such conversion, the new fully paid shares issued to the CLN holder,
together with any shares already held by the CLN holder and persons acting in
concert (as defined in the Takeover Code), do not carry in aggregate 29.9% or
more of the voting rights of the Company. Exceptions to this restriction
include conversion as part of a sale of the entire issued share capital of the
Company, conversion with Takeover Panel approval or conversion as part of a
mandatory offer for the remaining shares in the Company, under Rule 9 of the
Takeover Code.

Whilst discussions regarding the Wager CLN are ongoing, there can be no
guarantee that it will be made. A further announcement will be made shortly.

Admission of the Subscription Shares

The Subscription Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares in issue at that time.

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Admission for the New Ordinary Shares
is expected to become effective and dealings in such shares are expected to
commence at 8.00 a.m. on 22 July 2025.

Conditional on Admission of the Subscription Shares, the Company's issued
ordinary share capital will be 1,746,019,038 Ordinary Shares, which 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 share capital of the Company under the FCA's
Disclosure Guidance 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/)

 

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  MSCPKABDPBKDOOD