Proposed £1.93m Subscription and GM Notice

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.

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: [phone]
www.trafalgarproperty.group
SPARK Advisory Partners Limited
AIM Nominated Adviser and Financial Adviser	Tel: [phone]
Matt Davis/ James Keeshan
AlbR Capital Limited
Corporate Broker	Tel: [phone]
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 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.

 

END