REG - Trafalgar PropertyGp - Half-year Report
09/12/2024 13:45
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RNS Number : 3764P Trafalgar Property Group PLC 09 December 2024
9th December 2024
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Interim Results
for the six months ended 30 September 2024
Trafalgar (AIM: TRAF), the AIM quoted residential property developer operating
in southeast England, announces its interim results for the six months ended
30 September 2024 (the "Period").
Key financials:
· Turnover for the Period was £600, (H1 2023: £nil);
· Gross profit of £600, (H1 2023: gross profit £nil), giving a loss
before tax of £83,010 (H1 2023: pre-tax loss: £214,270);
· EPS of (0.01p) (H1 2023 (0.07p); and
· Cash in bank at period end was £53,095 (H1 2023: £237,808); at
9(th) December 2024 cash at bank was £6,977.
Paul Treadaway, Chairman of Trafalgar, has commented: "Trying to find suitable
sites in the south of the UK at a fair price continues to be difficult,
however, as indicated in the RNS dated 16 October 2024 planning permission was
agreed at Talbot Park. A decision will be made whether to build the site out
or sell on the site with planning permission. We continue to hold the property
at Barden Road in Speldhurst that is currently for sale. The results for the
six months to 30 September 2024 reflect the fact that we are holding assets
that will generate cash flow in the near future."
Copies of the interim report will be available later today on the Company's
website, www.trafalgarproperty.group (http://www.trafalgarproperty.group)
Enquiries:
Trafalgar Property Group Plc +44 (0) 1732 700 000
Paul Treadway
Spark Advisory Partners Ltd - AIM Nominated Adviser +44 (0) 20 3368 3550
Matt Davis/James Keeshan
Peterhouse Capital Limited - Broker +44(0)20 7409 0930
Duncan Vasey/Lucy Williams
Notes to Editors:
Trafalgar Property Plc is the holding company of Trafalgar New Homes Limited,
Selmat Limited and Trafalgar Retirement+ Limited, residential property
developers operating in the southeast of England. The founders have a long
track record of developing new and refurbished homes, principally in Kent and
Surrey.
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.
For further information visit (http://www.trafalgar-new-homes.co.uk/)
www.trafalgarproperty.group (http://www.trafalgarproperty.group) .
TRAFALGAR PROPERTY GROUP PLC
INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024
CHIEF EXECUTIVE'S REPORT
I present the Company's Interim Results for the six month period to 30
September 2024. Revenue for the period was £600 and cost of sales was £nil
giving a gross profit for the period of £600.
Mortgage and private loan interest was paid during the period of £66,148 of
which £56,368 was capitalized as part of inventory as relating to the
development at Speldhurst and the acquisition of Talbot Park with a further
£Nil of loan note equity interest being accrued in the period.
The result of the above is a loss before taxation for the period of £83,010.
The directors continue to consider relevant information including the on-going
cost-of-living issues, static higher interest rates and unpredictable
inflation, which are driving a challenging market and have performed a robust
analysis of future cash flows.
Based on their assessments and having regard to resources available to the
entity, the directors have concluded that they can continue to adopt the going
concern basis in preparing the financial statements.
A summary of activities in the 6 months to 30 September 2024 for the Group are
as follows:
- Trafalgar New Homes completed the development of a single
dwelling at the site at Speldhurst and this property is up for sale. They have
now obtained planning permission for two detached properties at Talbot Park
and will be assessing their options as to whether to build out the site or to
sell on with planning permission. The carrying costs of these two sites is
shown in the balance sheet under inventories at £1,386,135. During the
period, the Company negotiated with G Howard (a third party) to write off
loans of £110,000 together with any accrued interest totaling. These
obligations were related to the development of the six town houses in
Wellesley Road in Sheerness.
- During the period, the Company negotiated with G Howard (a third
party) to write off loans amounting to £350,000 at the year end in the
accounts of Selmat Ltd together with any interest payable. These obligations
were related to the development of Orchard House and the flats at Burnside
Court.
Paul Treadaway
Chief Executive
09 December 2024
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 month 6 month Year
period ended period ended ended
30 September 2024 30 September 2023 31 March
(Unaudited) (Unaudited) 2024
(Audited)
Note £'000 £'000 £'000
Revenue 1 - -
Cost of sales - - -
Gross profit/(loss) 1 - -
Impairment of assets - - (25)
Administrative expenses (192) (159) (380)
Underlying operating (loss) (191) (159) (405)
Other income 4 118 - 17
Interest payable and similar charges (10) (55) (129)
(Loss) before taxation (83) (214) (517)
Tax payable on profit on ordinary activities 5 - - -
(Loss) after taxation for the period (83) (214) (517)
Other comprehensive income
Total comprehensive (loss) for the period (83) (214) (517)
(Loss) attributable to:
Equity holders of the parent (83) (214) (517)
Total comprehensive (loss) for the period attributable to:
Equity holders of the parent (83) (214) (517)
(LOSS) PER ORDINARY SHARE;
Basic/Diluted 6 (0.01)p (0.07)p (0.15)p
All results in the current and preceding financial period derive from
continuing operations.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 September 2024 30 September 2023 31 March
(Unaudited) (Unaudited) 2024
(Audited)
Note £'000 £'000 £'000
Non-current assets
Tangible fixed assets 1 26 1
1 26 1
Current assets
Inventory 1,386 496 775
Trade and other receivables 155 25 80
Cash at bank and in hand 53 238 9
1,594 759 864
Total assets 1,595 785 865
EQUITIES AND LIABILITIES
Current liabilities
Trade and other payables 237 166 287
Borrowings 981 875 -
1,218 1,041 287
Non-current liabilities
Borrowings 3,298 3,191 3,416
Total liabilities 4,516 4,232 3,703
Equity attributable to equity holders of the Company
Called up share capital 8 & 9 3,237 2,985 3,237
Share premium account 4,136 3,476 4,136
Loan note equity - 69 -
Reverse acquisition reserve (2,818) (2,818) (2,818)
Capital contribution reserve 10 400 400 400
Profit and loss account (7,876) (7,559) (7,793)
Total Equity (2,921) (3,447) (2,838)
Total Equity and Liabilities 1,595 785 865
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Reverse acquisition reserve Retained profits Capital contribution reserve Total equity
/(losses)
£'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2024 3,237 4,136 (2,818) (7,793) 400 (2,838)
(Loss)/Profit for period (83) (83)
Total comprehensive income for the period (83) (83)
At 30 September 2024 3,237 4,136 (2,818) (7,876) 400 (2,921)
For the purpose of preparing the consolidated financial statement of the
Group, the share capital represents the nominal value of the issued share
capital of 0.1p per share. Share premium represents the excess over nominal
value of the fair value consideration received for equity shares net of
expenses of the share issue.
The reverse acquisition reserve related to the reverse acquisition between
Trafalgar Property Group plc and Trafalgar New Homes Limited on 11 November
2011.
Capital contribution reserve details are further provided in Note 10.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
CONSOLIDATED STATEMENT OF CASH FLOWS
6 month 6 month Year
period ended period ended ended
30 September 2024 30 September 2023 31 March
(Unaudited) (Unaudited) 2024
(Audited)
£'000 £'000 £'000
Cash flow from operating activities
Operating (loss)/profit (83) (214) (517)
Miscellaneous Income (118) - -
(Increase)/decrease in inventory (611) (178) (458)
(Increase)/decrease in receivable (75) 9 (46)
Increase/(Decrease) in payable (50) (57) 63
Loan note equity movement (39) (107)
Impairment of asset - 25
Interest payable 10 55 130
Net cash inflow/(outflow) from operating (927) (424) (910)
Activities
Investing activities
Disposal of investment property & revaluation - 927 927
Disposal / (Purchase) of tangible fixed assets - - -
Net cash used in investing activities - 927 927
Taxation - - -
Financing activities
Issue of shares - 125 1,056
Share issue costs - (9) (27)
New loan borrowings 1,142 156 742
Related party new loan borrowings 295 141 264
Related party loan repayment - - (971)
Repayment loan borrowings (456) (678) (1,067)
Interest paid (10) (17) (22)
Net cash flow from financing 971 (282) (25)
Increase/(decrease) in cash and cash equivalents 44 221 (8)
in the period
Cash and cash equivalents at the beginning of the year 9 17 17
Cash and cash equivalents at the end of the year 53 238 9
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
This financial information is for Trafalgar Property Group Plc ("the Company")
and its subsidiary undertakings. The Company is incorporated in England and
Wales.
2. BASIS OF PREPARATION
The interim consolidated financial information has been prepared with regard
to International Financial Reporting Standards (IFRS) as adopted for use in
the United Kingdom (UK IFRS) and those parts of the Companies Act 2006
that are relevant to companies, which report in accordance with IFRS. The
interim financial information incorporates the results for the Group for the
six month period from 1 April 2024 to 30 September 2024. The results for the
year ended 31 March 2024 have been extracted from the statutory financial
statements for the Group for the year ended 31 March 2024. The financial
information set out in these interim consolidated financial information does
not constitute statutory accounts as defined in S434 of the Companies Act
2006. They do not include all of the information required for full annual
financial statements and should be read in conjunction with the consolidated
financial statements of the Group for the year ended 31 March 2024, which
contained an unqualified audit report and have been filed with the Registrar
of Companies. They did not contain statements under S498 of the Companies Act
2006.
The same accounting policies, presentation and methods of computation have
been followed in these unaudited interim financial statements as those which
were applied in the preparation of the group's annual financial statements for
the year ended 31 March 2024.
The interim consolidated financial information incorporates the financial
statements of Trafalgar Property Group Plc and its subsidiaries.
The interim financial information for the six months ended 30 September 2024
was approved by the directors on **** December 2024.
3. SEGMENTAL REPORTING
For the purpose of IFRS 8, the chief operating decision maker ("CODM") takes
the form of the Board of Directors. The Directors' opinion of the business of
the Group is that the principal activity of the Group was residential property
development and there is considered to be one reportable geographical segment,
that of property development carried on in the UK. The internal and external
reporting is on a consolidated basis with transactions between Group companies
eliminated on consolidation. Therefore, the financial information of the
single segment is the same as that set out in the consolidated statement of
comprehensive income, the consolidated statement of changes in equity, the
consolidated statement of financial position and cash-flows.
4. OTHER INCOME
Other income of £118,000 (2023: £Nil) relates to part of the amount received
from Ecap Esports Ltd used in the period to cover direct costs associated with
the proposed reverse takeover as stated in Note 20 of the year end accounts to
31 March 2024.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
NOTES TO THE FINANCIAL INFORMATION
5. TAXATION
6 month 6 month Year
period ended period ended ended
30 September 2024 30 September 2023 31 March
(Unaudited) (Unaudited) 2024
(Audited)
£'000 £'000 £'000
Current tax - - -
Tax charge/(credit) - - -
Loss/(profit) on ordinary activities before tax (83) (214) (517)
Based on profit for the period / year:
Tax at 25% (2022: 19%) (21) (54) (98)
Effect of:
Losses utilized 21 54 98
Tax charge for the period / year - - -
No tax provision has been made on account of brought forward losses.
6. PROFIT/(LOSS) PER ORDINARY SHARE
The calculation of profit/ (loss) per ordinary share is based on the following
(losses) and number of shares:
6 month 6 month Year
period ended period ended Ended
30 September 2024 30 September 2023 31 March
(Unaudited (Unaudited 2024
(Audited)
£'000 £'000 £'000
Loss for the period / year (83) (214) (517)
Weighted average number of shares for basic 653,102,371 304,548,666 354,915,789
(loss)/profit per share
Weighted average number of shares for diluted 653,102,371 304,548,666 354,915,789
profit/(loss) per share
LOSS PER ORDINARY SHARE;
Basic (0.01)p (0.07)p (0.15)p
Diluted (0.01)p (0.07)p (0.15)p
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
NOTES TO THE FINANCIAL INFORMATION
7. INVESTMENT PROPERTIES
FAIR VALUE 30 September 2024 31 March 2024
£'000 £'000
b/fwd 1 April - 927
Additions - -
Disposals - (927)
Revaluation - -
31 March - -
Net Book Value
At 30 September 2023 -
At 31 March 2023 -
LOSS ON DISPOSAL
Fair value - 927
Disposal proceeds including costs of sale - 927
Loss on disposal - -
Properties have been assessed at Fair value basis at 31 March 2024 by using
level 3 fair value hierarchy and using the selling price achieved following
the sale of one leasehold property in September 2023 for £927,249.
8. SHARE CAPITAL
Authorised Share Capital:
30 September 2024 31 March 2024
Number Number
Ordinary shares of 0.1p each 653,102,371 275,852,371
Issued in year:
Ordinary shares of 0.1p - 377,250,000
Total ordinary shares of 0.1p in issue 653,102,371 653,102,371
Deferred shares of 0.9p in issue 287,144,228 287,144,228
Deferred shares issued of 0.9p - -
Total deferred shares of 0.9p in issue 287,144,228 287,144,228
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
NOTES TO THE FINANCIAL INFORMATION
Equating to: 30 September 2024 31 March 2024
£'000 £'000
Ordinary shares 653 276
Deferred shares 2,584 2,584
Issued in period -ordinary shares - 377
3,237 3,237
Authorised Share Capital 30 September 2024 31 March 2024
£'000 £'000
Called up share capital 3,237 3,237
Share premium 4,136 4,136
For the purposes of preparing the consolidated interims for the Group, share
capital represents the nominal value of the issued share capital of 0.1p per
share (2023:0.1p per share). Share premium represents the excess over
nominal value of the fair value consideration received for equity shares net
of expenses plus deferred shares of 0.9p after issued share capital of 1p.
2024 CLN Issue
Further to the conversion of 2022 CLN, in order to provide additional funds to
the Company, Mr C Johnson has agreed to reinvest the entirety of the £99,550
consideration he will receive for the 2022 Conversion Shares back into the
Company. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon,
unsecured convertible loan note (the "2024 CLN"). 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.
As per Company Act 2006, the Company is required to convene a general meeting
in order to undertake a share reorganisation (the "Reorganisation"). A
circular ("Circular") containing further details of the Reorganisation and
notice of the general meeting to approve the resolutions is required to
implement the Reorganisation, and was expected to be published and dispatched
to Trafalgar's shareholders last 31 May 2024, but a postponement was announced
on 30 May 2024 following a disclosure dated 29 May 2024 regarding a discussion
on a potential reverse takeover and that its shares is being suspended from
trading on AIM, thereby postponing the posting of the said Circular for the
required general meeting.
Deferred Shares
Deferred shares do not entitle the holder to receive notice of and to attend
or vote at any general meeting of the Company or to receive dividends or other
distributions. Upon winding up or dissolution of the Company the holders of
deferred shares shall be entitled to receive an amount equal to the nominal
amount paid up thereon, but only after holders of ordinary shares have
received £100,000 per ordinary share. Holders of deferred shares are not
entitled to any further rights of participation in the assets of the
Company. The Company has the right to purchase the deferred shares in issue
at any time for no consideration.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2024
NOTES TO THE FINANCIAL INFORMATION
9. SHARE WARRANTS
There were no Share warrants as at the period end.
10. CAPITAL CONTRIBUTION RESERVE
The capital contribution reserve of £400,147 related to the renegotiation of
interest accruing on loans to Mr G Howard - a related party in the year to 31
March 2024. Interest has reduced from 10% pa to 5% pa for the entire term of
the loans and is now non compound. However, interest has been paid on one
loan of £100,000 at the rate of 10% pa and this has not been affected and
continues to be paid monthly.
11. SUBSEQUENT EVENTS
The 2024 CLN held by C Johnston relating to the £99,550 loan that was
introduced in April 2024 was exercised in November 2024 in full and
226,250,000 0rdinary shares were issued. Following conversion of the 2024 CLN,
Christopher Johnson now holds 244,931,580 Ordinary Shares, amounting to a
27.85% shareholding in the Company. Christopher Johnson holds no further
outstanding convertible loan notes.
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 was below the
Company's nominal value of £0.001 per ordinary share, the Company was
required to convene a general meeting in order to undertake a share
reorganisation. This general meeting took place on the 1(st) November 2024.
It was 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.
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