Trafalgar New Homes Plc
LSE : TRAF.PL

November 11, 2011 03:00 ET

Re-Admission To PLUS and Completion of Acquisition

11 November 2011

                                               Trafalgar New Homes Plc

                                               (the "Company" or "TNH")

                                  Re-Admission To PLUS and Completion of Acquisition


The Directors of Trafalgar New Homes plc are pleased to announce today the re-admission of the Company's entire
issued ordinary share capital to trading on the PLUS-quoted market ("Re-Admission") and the completion of the
acquisition (the "Acquisition") of Combe Bank Homes Limited ("Combe Bank").

Combe Bank was incorporated in November 2006 to undertake residential development in new build, conversions and
refurbishment. The founders, Christopher and Alexander Johnson, together with their support staff, have direct
experience in the residential housing sector. Combe Bank currently owns eight residential sites, concentrated
in Kent.

For the six month period ended 31 May 2011 Combe Bank returned a profit after taxation of £329,495. As at that
date Combe Bank's property portfolio was valued at £7,054,938. As at 31 May 2011, Combe Bank's long term
indebtedness was £8,918,077, of which £4,686,749 was provided by Christopher Johnson's family interests.
Further details regarding Combe Bank and the Acquisition can be found in the Company's Admission Document.


BOARD CHANGES

Mr Robert McKendrick and Mr James Reid have today resigned as directors of TNH and Mr Christopher Johnson and
Mr Alexander Johnson have today been appointed as Executive Chairman and Sales and Marketing Director
respectively.  Additionally, Mr Andrew Moore has today resigned as Chairman of the Board and is now a Non-
Executive Director of the Company.  Further details regarding Mr Christopher Johnson, Mr Alexander Johnson and
Mr Andrew Moore can be found in the Company's Admission Document.


ISSUE OF EQUITY

The Company has today issued 186,815,803 ordinary shares of 1p each ("Ordinary Shares") to Mr Christopher
Johnson and 1,868 Ordinary Shares to Mr Alexander Johnson (collectively the "Consideration Shares"), at an
issue price of 1.2 pence per Ordinary Share, as consideration for the Acquisition.

Additionally, the Company has today issued 6,800,000 Ordinary Shares (the "Adviser Shares") to its PLUS
Corporate Adviser, SVS Securities plc ("SVS"), at an issue price of 1.2 pence per Ordinary Share, in settlement
of part of SVS's fees in respect of the Acquisition and Re-Admission and in settlement of outstanding amounts
due to SVS by the Company.

Following the issue of the Consideration Shares and the Adviser Shares, the Company will have a total of
214,375,190 Ordinary Shares in issue.  This figure 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 change to their
interest in the Company under the FSA's Disclosure and Transparency Rules.

The Consideration Shares and the Adviser Shares will rank pari passu in all respects with the existing fully
paid Ordinary Shares. The Consideration Shares, the Adviser Shares and the existing Ordinary Shares each have
one right to vote per share.  The Company's total issued share capital is now GBP 2,143,751.90.


SHAREHOLDINGS

The following table sets out details of Director shareholdings and the changes in the percentage of voting
rights held by Directors subsequent to the issue of the Consideration Shares and the Adviser Shares.

Name                 Number of Ordinary    Percentage of the       Number of Ordinary     Percentage of the
                     Shares, with one      voting rights in the    Shares, with one       voting rights in the
                     voting right each,    issued ordinary share   voting right each,     issued ordinary share
                     held prior to the     capital of the          held following the     capital of the
                     issue of the          Company prior to the    issue of the           Company following the
                     Consideration         issue of the            Consideration Shares   issue of the
                     Shares and the        Consideration Shares    and the Adviser        Consideration Shares
                     Adviser Shares        and the Adviser         Shares                 and the Adviser
                                           Shares (%)                                     Shares (%)
Christopher          0                     0.00%                   186,815,803            87.14%
Johnson
Alexander Johnson    0                     0.00%                   1,868                  0.01%
Andrew Moore *       2,935,394             14.14%                  2,935,394              1.37%

* Andrew Moore is the legal and beneficial owner of Central Corporate Finance LLP which holds 2,935,394
Ordinary Shares.

The following table sets out details of other shareholdings and the associated changes in the percentage of
voting rights held subsequent to the issue of the Consideration Shares and the Adviser Shares.

Name                 Number of Ordinary    Percentage of the       Number of Ordinary     Percentage of the
                     Shares, with one      voting rights in the    Shares, with one       voting rights in the
                     voting right each,    issued ordinary share   voting right each,     issued ordinary share
                     held prior to the     capital of the          held following the     capital of the
                     issue of the          Company prior to the    issue of the           Company following the
                     Consideration         issue of the            Consideration Shares   issue of the
                     Shares and the        Consideration Shares    and the Adviser        Consideration Shares
                     Adviser Shares        and the Adviser         Shares                 and the Adviser
                                           Shares (%)                                     Shares (%)
SVS Securities       1,335,087             6.43%                   8,135,087              3.79%
plc *
Robert McKendrick    5,592,467             26.94%                  5,592,467              2.61%

* SVS Securities plc is the legal and beneficial owner of this shareholding.


OTHER

Minor changes have been made to the original circular dated 13 October 2011 (the "Circular"), which was sent to
shareholders.  An admission document dated 8 November 2011 (the "Admission Document"), incorporating the
aforementioned minor changes may be obtained from the offices of SVS Securities PLC, 21 Wilson Street, London
EC2M 2SN for a period of one month from the date of this announcement.  The Admission Document may also be
obtained from the PLUS Stock Exchange website.


THE DIRECTORS OF TRAFALGAR NEW HOMES PLC ACCEPT RESPONSIBILITY FOR THIS ANNOUNCEMENT.

---ENDS---


Enquiries:

Trafalgar New Homes Plc
Christopher Johnson
+44 (0)1732 700000

PLUS Corporate Adviser
Peter Ward/Alex Brearley
+44 (0)20 7638 5600

Contact Information

  • Trafalgar New Homes Plc