8. SHARE CAPITAL

      Authorised share capital

On 16 July 2013, Trafalgar New Homes Plc issued 14,000,000 ordinary shares for cash at £0.02p per share.

9. SHARE PREMIUM ACCOUNT

10. PROFIT AND LOSS ACCOUNT

11. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

12. INTERCOMPANY

The company has taken advantage of the exemption conferred by Financial Reporting standard 8 “Related Party disclosures” not to disclose transactions undertaken with other members of the group.

Explanation of resolutions at the Annual General Meeting

Information relating to resolutions to be proposed at the Annual General Meeting is set out below.  The notice of AGM is set out on page 40.

Ordinary business at the AGM

In addition to the re-election of a Director retiring by rotation (resolution 4) and renewal of authorities to allot shares (resolutions 5 and 6), the following ordinary business resolutions will be proposed at the AGM:

(a) Resolution 1: to approve the annual report and accounts.  The Directors are required to lay before the Company at the AGM the accounts of the Company for the financial year ended 31 March 2015, the report of the Directors and the report of the Company's auditors on those accounts.

(b) Resolution 2: to approve the re-appointment of Crowe Clark Whitehill LLP as auditors of the Company.  The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.

(c) Resolution 3: to approve the remuneration of the auditors for the next year.

Re-election of Director

Under the Articles of Association, Directors must retire and submit themselves for re-election at the annual general meeting if they have not done so at either of the two previous annual general meetings.  By resolution 4, Alex Johnson is retiring by rotation, and is submitting himself for re-election.

Grant of authorities to allot shares

The Company currently has an issued share capital of £2,383,751.90 divided into 238,375,190 Ordinary Shares.  The Company has outstanding warrants to subscribe for 4,567,504 Ordinary Shares at 2p per share.

The Board proposes to renew the current authorities to allot shares, which expire at the next AGM.  Accordingly, resolutions 5 and 6 are being proposed at the AGM for the purpose of (i) granting the Directors general authority to allot up to 119,190,000 ordinary shares, representing approximately 50% of the current issued ordinary share capital; and (ii) disapplying pre-emption rights in connection with the allotment of up to 37,000,000 ordinary shares, representing approximately 15.5% of the current issued ordinary share capital.

Disposal of property at 11 Oakhurst Park Gardens

On 27 June 2013, Christopher Johnson, the Company’s Chief Executive, entered into an agreement with the Company’s subsidiary, Combe Bank Homes (Oakhurst) Limited (“CBHO”), whereby he agreed to loan the amount of £1,421,255 to CBHO for the acquisition and development of properties at Oakhurst Lodge and Oakhurst Manor in Kent, now known as Oakhurst Park Gardens (and as disclosed in the Company’s AIM Admission Document dated 27 June 2013) (“CBHO Loan”).  The CBHO Loan is repayable out of the net proceeds of sale of those properties, but only after the repayment of bank loans made in relation to those properties, and the bank loans have now been repaid.

Of the 12 properties at Oakhurst Park Gardens, 11 were sold in the market, reducing the outstanding balance on the CBHO Loan accordingly.  The properties at Oakhurst Park Gardens have been sold over a prolonged period since February 2014.  In October 2014, the Company accepted an offer to purchase the final property (11 Oakhurst Park Gardens (“Oakhurst Property”)) for £500,000, but the sale fell through.  Since then a tenant has come forward to rent the house but the property still hasn’t been sold at the proposed price of £525,000.  Having considered these factors and accepting that £525,000 was the best price that could be achieved for the Oakhurst Property in the foreseeable future, the independent directors of the Company therefore decided that it was in the best interests of the Company to transfer the Oakhurst Property to Christopher Johnson for £525,000 in satisfaction of the outstanding balance on the CBHO Loan and part repayment of his Loan to Combe Bank Homes Limited, which took place on 7 July 2015.  The CBHO Loan has therefore now been repaid in full.  The CBHO Loan carried interest at a rate of 5 per cent. per annum from 1 April 2013, payment of which has been waived by Mr. Johnson.

The transfer of the Oakhurst Property to Christopher Johnson is subject to section 190 of the Companies Act 2006 regarding substantial property transactions with directors.  Resolution 7 will be proposed at the AGM to affirm the transfer of the Oakhurst Property to Christopher Johnson.

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