12. SHARE CAPITAL

      Issued, allotted and paid share capital

8. DEBTORS

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

11.  FINANCIAL INSTRUMENTS

Page 3

Background – ordinary shares, warrants and loan notes

Ordinary Shares:

On 18 August 2023, the company issued 125,000,000 new ordinary shares at 0.1p as a result of placing of shares that raised gross proceeds of £125,000. The funds raised provide the Company with additional working capital.

On 27 March 2024, 26,000,000 ordinary shares at 0.1p per ordinary share were issued in order to settle certain liabilities amounting to £26,000.  

On 27 March 2024, a convertible loan note with an aggregate amount of £905,000 was fully converted into 226,250,000 ordinary shares at 0.4p per ordinary shares. Previously, in year 2022, the Company agreed with Mr C Johnson a consolidation and variation of terms of the two unsecured convertible loan notes and direct debt held by him. As a result of the consolidation and variation agreement, the total amount owed to Mr C Johnson was converted into an unsecured convertible loan note with an aggregate amount of £905,000, which was set to expire on 31 July 2024 but was fully converted into equity during the year. The conversion of the total amount owed to him by the Company has resulted in the issue to Mr C Johnson of an unsecured convertible loan note for an aggregate amount of £905,000, expiring 31 July 2024, which was converted during the year. Further to the conversion, Mr C Johnson has instructed the Company's Broker, Peterhouse Capital Limited ("Peterhouse") to immediately place the entirety of the 2022 Conversion Shares, at a price of £0.00044 per share (a 12% discount to the mid-market closing price of £0.0005 on 20 March 2024, the last practical date prior to this announcement), raising £99,550. Of the £99,550 total cash consideration received by Mr C Johnson for the 2022 Conversion Shares, £50,000 is to be subscribed for by Paul Treadaway, Trafalgar's Chief Executive Officer, and £10,000 by Gary Thorneycroft, the Company's Group Financial Director.

Deferred Shares:

On 13 July 2020 the Company undertook a sub-division of its ordinary shares, which sub divided the 487,690,380 0.1p ordinary shares of 0.1p each into 487,690,380 ordinary shares of 0.01p each and 487,690,380 0.09p deferred shares of 0.09p each. The 0.09p deferred shares of 0.09p each were consolidated into deferred shares of 0.9p each ranking pari passu as one class with the existing deferred shares of 0.9p each.

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.

13. INTERCOMPANY TRANSACTIONS

The Company has taken advantage of the exemption conferred by FRS102 Section 33 “Related Party disclosures” not to disclose transactions undertaken with other wholly owned members of the Group. In addition, there were no transactions with Forum Energy Services Ltd, the provider of a shareholders loan, as per note 10.  

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For page 2, click HERE

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For page 5, click HERE

10.  BORROWINGS

Other loans are related to loans provided by Forum Energy Services Ltd at £25,000 (2023: £nil), a shareholder of the Company. This loan is interest free and repayable on demand.