Trafalgar Property proposes £1.93m subscription alongside restructure

17th Apr 2026 12:50

(Sharecast News) - Trafalgar Property Group proposed a £1.93m subscription alongside a wide-ranging restructuring on Friday that would see a change of control, disposal of subsidiaries and a new board installed, as the AIM-traded company positioned itself for a reverse takeover.

The firm said ROI Capital Holdings International had agreed to subscribe for new shares at 0.005p each, with the Takeover Panel granting a waiver of the obligation for ROI to make a mandatory offer under rule 9 of the Takeover Code.

It said the transaction was conditional on a series of measures including a share subdivision, disposal of subsidiaries, conversion of liabilities and reversal of a related-party property transaction.

As part of the restructuring, Trafalgar said it intended to sell its subsidiaries to a director of those entities for a nominal £1, constituting a fundamental change of business under the AIM rules.

It also planned to convert certain historic liabilities into equity and options, and undertake a share consolidation following the subscription.

The proposals included a full board overhaul, with current directors stepping down on completion and being replaced by a new team led by incoming chief executive Martin Hull and non-executive chairman Hugo Quevedo, alongside Javier Alvarez and Juan Manuel Santucci as non-executive directors.

"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," said chairman and chief executive Paul Treadaway.

"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."

Hull added that as a "committed cornerstone investor", ROI had "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."

The transaction remained subject to shareholder approval at a general meeting scheduled for 5 May, with the board recommending that investors vote in favour of the resolutions.

At 1223 BST, shares in Trafalgar Property Group were up 26.53% at 0.03p.

Reporting by Josh White for Sharecast.com.

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