TIDMTRAF
RNS Number : 1474I
Trafalgar Property Group PLC
10 December 2020
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"). Upon
publication of this Announcement, this information is now
considered to be in the public domain.
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or the "Group")
Proposed Consolidation of the Ordinary Shares
Notice of General Meeting
Highlights
-- In order to have a more manageable number of issued ordinary
shares, a consolidation of one new ordinary share for every 10
existing ordinary shares has been proposed;
-- The market price of each Ordinary Share will increase from
approximately 0.09p (the price at the close of business on 9
December 2020) to approximately 0.9p;
-- Application will be made for the new Ordinary Shares to be
admitted to trading on AIM in place of the Existing Ordinary
Shares;
-- It is expected that Admission will become effective and that
dealings on the new Ordinary Shares will commence on 30 December
2020;
-- With effect from the Record Date, the number of ordinary
shares subject to outstanding warrants will be divided by ten, and
the exercise price per share will be multiplied by ten; and
-- The consolidation is conditional on the approval of
shareholders at a general meeting of the Company to be held on 29
December 2020 (the "GM").
1. Introduction
As a result of the share reorganisation carried out in July
2020, there are 1,425,190,380 ordinary shares of 0.01p in issue. It
was recognised at that time that a share consolidation would be
desirable to reduce the overall number of ordinary shares in
issue.
Your Board today announces a resolution to consolidate the
ordinary shares on the basis of one new ordinary share for every 10
existing ordinary shares. A circular has today been posted to
shareholders which sets out details of the proposed Consolidation
and contains a notice of a General Meeting at which a resolution to
approve the Consolidation will be put to Shareholders.
The General Meeting of the Company is to be held at 11.00 a.m.
on 29 December 2020 at Chequers Barn, Chequers Hill, Bough Beech,
Edenbridge, Kent TN8 7PD. Formal notice of the General Meeting is
set out at the end of this document.
Due to Covid-19 and related legal restrictions and guidance from
government authorities, shareholders may not physically attend the
meeting, and will not be permitted access to the venue on the day
of the meeting. Shareholders are strongly encouraged to participate
in the meeting by voting by proxy ahead of the meeting.
2. Proposed Consolidation of the Ordinary Shares
The Company's issued share capital currently consists of
1,425,190,380 Existing Ordinary Shares. The Directors consider that
it is in the best interests of the Company's development to have a
more manageable number of issued ordinary shares. Accordingly, it
is proposed to consolidate every 10 Existing Ordinary Shares into
one new Ordinary Share.
The Consolidation will result in the creation of 142,519,038 new
Ordinary Shares of 0.1p each. As all the Existing Ordinary Shares
are proposed to be consolidated, the proportion of the issued
ordinary shareholdings in the Company held by each Shareholder
immediately before and after the Consolidation will, except for
fractional entitlements, remain unchanged.
Shareholders with a holding of more than 10 Existing Ordinary
Shares, but which is not exactly divisible by 10, will have their
holding rounded down to the nearest whole number of new Ordinary
Shares. Any Shareholders holding fewer than 10 Existing Ordinary
Shares at the Record Date will cease to be a shareholder of the
Company.
The Consolidation requires the approval of Shareholders in
general meeting, and an ordinary resolution will be proposed at the
General Meeting to implement the Consolidation.
The overall market capitalisation of the Company should not be
changed as a result of the Consolidation, though the market price
of each Ordinary Share will increase from approximately 0.09p (the
price at the close of business on 9 December 2020) to approximately
0.9p.
Disposal of fractional entitlements
Fractional entitlements to new Ordinary Shares arising from the
Consolidation will be aggregated and will be sold in the market for
the best price reasonably obtainable on behalf of those
Shareholders entitled to the fractions. As the net proceeds of sale
will amount to less than GBP3 for any entitled Shareholder, they
will (in accordance with usual market practice) be retained by the
Company.
Admission of the new Ordinary Shares
Application will be made for the new Ordinary Shares to be
admitted to trading on AIM in place of the Existing Ordinary
Shares. The Record Date for the Consolidation will be the close of
business of 29 December 2020. It is expected that Admission will
become effective and that dealings on the new Ordinary Shares will
commence on 30 December 2020.
Following the Consolidation, the Company's new ISIN Code will be
GB00BMGS6031 and its new SEDOL Code will be BMGS603.
New share certificates in relation to the new Ordinary Shares
will be despatched to Shareholders who hold their Ordinary Shares
in certificated form the week commencing 4 January 2021. The new
share certificates will be sent by first-class post, at the risk of
the holders of relevant new Ordinary Shares, to the registered
address of that holder or, in the case of joint holders, to the one
whose name appears first in the register of members. Following the
Consolidation, existing ordinary share certificates will cease to
be valid.
Shareholders who hold Existing Ordinary Shares in uncertificated
form will have such shares disabled in their CREST accounts on the
Record Date, and their CREST accounts will be credited with the New
Ordinary Shares following Admission, which is expected to take
place on 30 December 2020.
Adjustment of warrants and convertible loan notes
Following the Consolidation, the entitlements to Ordinary Shares
of holders of securities convertible into Ordinary Shares
(outstanding warrants and convertible loan notes) will be adjusted
to reflect the Consolidation.
With effect from the Record Date, the number of ordinary shares
subject to outstanding warrants will be divided by ten, and the
exercise price per share will be multiplied by ten. The aggregate
amount to be subscribed upon an exercise of warrants will remain
the same, and all other terms of the warrants will remain
unchanged. Equivalent adjustments will be made to the convertible
loan notes.
3. Current Trading and Prospects
The Company's results for the six months ended 30 September 2020
were released on today, 10 December 2020. A copy of these results
can be found at www.trafalgarproperty.group.
4. General Meeting
At the end of the Circular sent to shareholders today, is a
notice convening a General Meeting of the Company to be held at
Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent TN8 7PD
at 11.00 a.m. on 29 December 2020, at which an ordinary resolution
will be proposed to approve the Consolidation.
Due to Covid-19 and related legal restrictions and guidance from
government authorities, Shareholders may not physically attend the
General Meeting other than to form a quorum, and will not be
permitted access to the venue on the day of the meeting.
Shareholders are strongly encouraged to participate in the meetings
by voting by proxy ahead of the meetings.
5. Action to be taken
Shareholders will find a form of proxy enclosed with the
circular for use at the General Meeting. Whether or not you intend
to be present at either meeting, you are requested to complete and
return the forms of proxy in accordance with the instructions
printed thereon as soon as possible. To be valid, completed forms
of proxy must be received by the Company's Registrars, Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, West
Midlands B62 8HD, not later than two business days before the time
appointed for holding the General Meeting.
You are entitled to appoint a proxy to attend and to exercise
all or any of your rights to vote and to speak at the meetings
instead of you. Completion of the forms of proxy will not preclude
you from attending and voting at the meetings in person if you so
wish. Your attention is drawn to the notes to the forms of
proxy.
Given the restrictions on attendance in person, you are
encouraged to appoint the Chairman of the meeting to submit proxy
votes at the meeting, rather than a named person who will not be
permitted to attend the physical meeting.
6. Recommendation
The Directors consider the Resolution to be in the best
interests of the Company and the Shareholders as a whole. The
Directors therefore unanimously recommend that you vote in favour
of the Resolution at the General Meeting. Undertakings to vote in
favour of the resolution at the General Meeting have been received
from shareholders holding 377,550,461 Ordinary Shares representing
approximately 26.49% of the current issued ordinary share
capital.
Enquiries:
Trafalgar Property Group Plc
James Dubois +44 (0) 1732 700 000
Spark Advisory Partners Ltd - AIM Nominated
Adviser
Matt Davis / James Keeshan +44 (0) 20 3368 3550
Peterhouse Capital Limited - Broker
Duncan Vasey/Lucy Williams +44 (0) 20 7409 0930
Notes to Editors:
Trafalgar Property Group Plc is the holding company of Trafalgar
New Homes Limited, a residential property developer operating in
the southeast of England and Trafalgar Retirement + Limited, a
property developer in the assisted living and extra care for the
elderly sector. The founders have a long track record of developing
new and refurbished homes, principally in Kent.
The Company's focus is on the select acquisition of land for
residential property development. The Company outsources all
development activities, for example the obtaining of planning
permission, design and construction, and uses fixed price build
contracts, enabling it to tightly control its development and
overhead costs.
Glossary
The following definitions apply throughout this document, unless
the context otherwise requires:
AIM the market of that name operated by London
Stock Exchange plc
AIM Rules the AIM Rules for Companies published
by London Stock Exchange plc from time
to time
Board the board of directors of the Company
for the time being
Circular or document the document sent to shareholders dated
10 December 2020
Company Trafalgar Property Group plc, a company
registered in England and Wales with registered
number 043401255
Consolidation the proposed consolidation of every 10
Existing Ordinary Shares into one new
Ordinary Share of 0.1p
CREST the computerised settlement system (as
defined in the CREST Regulations) operated
by Euroclear UK & Ireland Limited which
facilitates the holding and transfer of
tile to shares in uncertificated form
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001/3755) as amended
Directors the directors of the Company at the date
of this document
Existing Ordinary Shares the 1,425,190,380 ordinary shares of 0.01p
each in the capital of the Company in
issue as at the date of this document,
and Existing Share Capital shall have
the same meaning
FCA the Financial Conduct Authority of the
UK
form of proxy the form of proxy accompanying this document,
for use at the General Meeting
General Meeting the General Meeting of Shareholders to
be held at 11.00 a.m. on 29 December 2020
at Chequers Barn, Chequers Hill, Bough
Beech, Edenbridge, Kent TN8 7PD
Ordinary Shares ordinary shares of 0.01p each in the capital
of the Company
Peterhouse Peterhouse Capital Limited, a company
incorporated in England and Wales with
company number 02075091 (authorised by
the FCA with firm reference number 184761)
Record Date 6.00 p.m. on 29 December 2020 (or such
later date as the Directors may determine
and communicate to Shareholders by an
appropriate announcement to a Regulatory
Information Service) being the date by
reference to which the Consolidation is
calculated
Resolution the resolution set out in the notice of
General Meeting
SPARK SPARK Advisory Partners Limited, the Company's
nominated adviser
Shareholders registered holders of Ordinary Shares
in the Company from time to time
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
Uncertificated recorded on the relevant register of the
share or security concerned as being held
in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations
may be transferred by means of CREST
Unless otherwise indicated, all references in this document to
"GBP", "pence" or "p" are to the lawful currency of the United
Kingdom.
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END
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