The following amendment has been made to the
'Posting of Circular and Notice of General Meeting' announcement
released on 16 October 2024 at 14:52 under RNS No 4738I.
Amendment: Company website link.
All other details remain unchanged.
The full amended text is shown below.
16 October
2024
TRAFALGAR PROPERTY GROUP
PLC
("Trafalgar" or the
"Company")
Posting of Circular and Notice of
General Meeting
Further to the announcement of 27 March 2024,
Trafalgar announces that it will be posting a circular to its
shareholders (the "Circular") convening a general meeting which is
to be held at 11.00 a.m. on 01 November 2024 at Chequers Barn,
Chequers Hill, Bough Beech, Edenbridge, Kent TN8 7PD
(the "General Meeting"), at which the Board is seeking to
undertake a share Reorganisation in connection with the previously
announced 2024 CLN.
The following has been extracted from the
shareholder Circular, which is available on the Company's website
at: http://www.trafalgarproperty.group/shareholder.html.
In accordance with the announcement made by the
company on 27th March 2024, Trafalgar Property Group PLC is to
issue Mr C Johnson with a new, nil coupon, unsecured convertible
loan note (the "2024 CLN") in respect of the £99,550 reinvestment
of the proceeds from the 2022 Conversion Shares. 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 C Johnson, subject inter alia to his entire
holding being less than 29.99 per cent of the voting rights in
issue in the Company. 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.
As at the date of this Circular there are
653,102,371 ordinary shares of £0.001 each in issue. It is proposed
that (a) the capital of the Company be subdivided and redesignated
into one ordinary share of £0.0001 each in the capital of the
Company, having the same rights and being subject to the same
restrictions as the existing ordinary shares, and one intermediate
deferred share of £0.0009 each in the capital of the Company;
(b) issue 9 intermediate deferred shares of £0.0009 each and such
shares to be held by the Company in Treasury to enable a full
consolidation under (c) and (c) every 10 intermediate
deferred shares of £0.0009 be consolidated into one deferred share
of £0.009 ranking pari passu with the existing deferred shares of
£0.009 each and having the rights and being subject to the
restrictions as set out in Article 7A of the articles of
association of the Company.
Subject to Shareholder approval of the
Resolutions it is expected that Admission will become effective and
that dealings in the New Ordinary Shares will commence on 04
November 2024. Following the Capital Reorganisation Shareholders
who hold Existing Ordinary Shares in uncertificated form should
expect to have their CREST account updated to reflect the new
nominal value on 04 November 2024. Existing share certificates will
remain valid following the Capital Reorganisation. Following the
Share Reorganisation, all mandates and other instructions,
including communication preferences given to the Company by
Shareholders and in force at the Record Date shall, unless and
until revoked, be deemed to be valid and effective mandates or
instructions in relation to the New Ordinary Shares.
No share certificates will be issued in respect
of the Deferred Shares.
Following the Capital Reorganisation, the entire
issued share capital of the Company will comprise of 653,102,371
Ordinary Shares of £0.0001 each and 352,454,466 Deferred Shares of
£0.009 each.
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
Publication of this Circular
16
October 2024
Latest time and date for receipt of
Form of Proxy
11.00
a.m. on 30 October 2024
General Meeting
11.00 a.m. on 01 November
2024
Record Date for the Capital
Reorganisation
6.00 p.m. on 01 November
2024
Admission and commencement of
dealings
in the New Ordinary
Shares
8.00 a.m. on 04 November
2024
CREST accounts updated with the New
Ordinary Shares
nominal value
04
November 2024
Issue of 9 Intermediate Deferred
Shares of
£0.0009
04 November 2024
Intermediate Deferred Shares of
£0.0009
Consolidation Record Date
6.00 p.m. on 04 November
2024
Issue of Deferred Shares of £0.009
05
November 2024
Enquiries:
|
Trafalgar Property Group Plc
Paul Treadaway
|
+44 (0) 1732 700 000
|
|
Spark Advisory Partners Ltd -AIM Nominated
Adviser
Matt Davis
|
+44 (0) 20 3368 3550
|
|
Peterhouse Capital Limited - Broker
Duncan Vasey/Lucy Williams
|
+44 (0) 20 7409 0930
|