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") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

1 July 2025

TRAFALGAR PROPERTY GROUP PLC

("Trafalgar", the "Company" or "Group")

Acquisition of 10% Equity Stake, Related Party Transaction, Issue of Equity, Total Voting Rights

Further to the announcement of 23 June 2025, Trafalgar (AIM:TRAF) is pleased to announce that it has acquired, from Trafalgar Director, Paul Elliott (the "Vendor"), a 10% equity interest in Hilton House, a commercial property located in central Stockport, Manchester, for a purchase price of £350,000. This acquisition constitutes a substantial transaction under AIM Rule 12. The consideration for the 10% interest in Hilton House is to be satisfied through a combination of equity issuance (the "Equity Issuance") and a convertible loan note (the "Convertible Loan Note" or "CLN"), comprising:

·      An initial Equity Issuance of 366,666,667 new ordinary shares in Trafalgar at £0.0003 per share, amounting to £110,000 ("Consideration Shares"). This will result in the Vendor holding 29.43% of the fully diluted issued share capital of Trafalgar.

·      The balance of £240,000 will be satisfied through the issue of an unsecured CLN, convertible at the same £0.0003 strike price. Conversion of the CLN will be subject to shareholder approval, in the event any proposed conversion results in the Vendor increasing its shareholding in Trafalgar above 29.9%.

Hilton House, independently valued at £3.5 million, is currently a vacant office building which comprises a 1970's-built office complex consisting of four interlinked blocks, including three 3-storey buildings and one 8-storey building, encircled by 68 parking spaces. The property has the potential for redevelopment into a residential buy-to-let scheme, subject to future planning consents.

The transaction provides the Company exposure to potential uplift from the repositioning of the asset into a residential or mixed-used scheme, subject to future planning consents. The 10% equity interest will give Trafalgar rights to 10% of any future potential rental income derived from Hilton House and 10% of the sale proceeds on any future disposal of the site.

Related Party Transaction

Paul Elliott, as the owner of Hilton House and a Director of Trafalgar, is a related party, as defined by the AIM Rules. As a result, this acquisition constitutes a related party transaction under AIM Rule 13.

Accordingly, the Independent Directors of Trafalgar, (for these purposes being all of the Directors other than Paul Elliott), having consulted with the Company's Nominated Adviser, SPARK Advisory Partners Limited, consider the terms of the minority stake acquisition of Hilton House to be fair and reasonable insofar as the Company's shareholders are concerned.

Issue of Equity

Application will be made for admission of the 366,666,667 Consideration Shares to trading on AIM ("Admission"). It is expected that Admission will occur on or around 4 July 2025.

Total Voting Rights

On Admission the Company's issued share capital will consist of 1,246,019,038 ordinary shares of £0.0001 each, with one voting right each. The Company does not hold any shares in treasury. Therefore the total number of ordinary shares and voting rights in the Company will be 1,246,019,038. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

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Notes to Editors:

Trafalgar Property Group plc

For further information visit    www.trafalgarproperty.group