REG - Trinity Exploration Touchstone Explrtn. - Notice of Intention to Withdraw Touchstone Scheme

Touchstone ExplorationAnnouncement

18/09/2024 07:00

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RNS Number : 5960E  Trinity Exploration & Production  18 September 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

RECOMMENDED CASH ACQUISITION

of

Trinity Exploration & Production Plc ("Trinity")

by

Lease Operators Limited ("Lease Operators")

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

 

18 September 2024

 

Notice of intention to withdraw the Touchstone Scheme

On 2 August 2024, the boards of directors of Trinity and Lease Operators
announced, in accordance with Rule 2.7 of the Takeover Code, (the "Rule 2.7
Announcement") that they had reached agreement on the terms of a recommended
cash acquisition for the entire issued, and to be issued, share capital of
Trinity by Lease Operators at a price of 68.05 pence per Trinity Share (the
"Acquisition"), to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Defined
terms used but not defined in this announcement shall have the meaning given
to them in the Rule 2.7 Announcement.

On 11 September, Trinity and Lease Operators announced that the Trinidad and
Tobago Fair Trading Commission had granted permission for the Acquisition to
proceed without conditions, and  as a result, all Regulatory Conditions as
set out in Part 1 of Appendix 1 to the Rule 2.7 Announcement have been
satisfied.

The Acquisition remains subject to certain other Conditions, including the
approval of Trinity Shareholders at the Court Meeting and General Meeting, the
Court's sanction of the Scheme at the Court Hearing, the delivery of a copy of
the Court Order to the Registrar of Companies and the satisfaction or (where
capable of being waived) waiver of the other Conditions to the Acquisition.

 

Intention to withdraw the Touchstone Scheme

On 21 August 2024 Touchstone announced, inter alia, that the terms of the
Touchstone Offer of 1.5 new Touchstone Shares for each Trinity Share are final
and that the Touchstone Offer will not be increased.

Based on the closing price of a Touchstone Share on 17 September 2024 of 34.0
pence, the implied value of the Touchstone Offer is 51.0 pence per Trinity
Share. On this basis, the Acquisition at 68.05 pence in cash per Trinity Share
represents a material premium of 33.4 per cent. over the Touchstone Offer.

The Trinity Directors remain of the opinion that the Acquisition represents a
superior outcome for Trinity Shareholders and, now that the Regulatory
Conditions of the Acquisition have been satisfied, are seeking the permission
of the Court to formally withdraw the scheme of arrangement relating to the
Touchstone Offer (the "Withdrawal").

In this regard, a Court hearing has been scheduled for 25 September 2024 (the
"Withdrawal Hearing") and all relevant documents for the Withdrawal have been
filed with the Court. On the assumption that the Court grants its permission
at the Withdrawal Hearing, the Withdrawal will take effect immediately
following the Withdrawal Hearing. The Withdrawal Hearing will take place at 7
Rolls Building, Fetter Lane, London EC4A 1NL.

The time of the Withdrawal Hearing, the number of the Court and the name of
the Judge will be available on the Business and Property Court Rolls Building
Cause List by 4.30 pm on the Business Day prior to the Withdrawal Hearing.
Trinity will notify shareholders of the relevant Court details by way of an
announcement through a Regulatory Information Service as soon as they become
available. The Business and Property Court Rolls Building Cause List can be
accessed via the following link:
 https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list
(https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list)

Next Steps with respect to the Acquisition

Following the Withdrawal, the Trinity Directors will seek the permission of
the Court to convene the Court Meeting and the General Meeting in connection
with the Acquisition and to proceed with the publication of the shareholder
circular containing full details of the Acquisition and the Scheme (the
"Scheme Document").

An expected timeline of principal events leading up to the Scheme becoming
Effective will be set out in the Scheme  Document when published.

Defined terms used but not defined in this Announcement shall have the meaning
given to them in the Rule 2.7 Announcement.

 

For further information:

 Trinity
 Jeremy Bridglalsingh, Chief Executive Officer                   Via Vigo Consulting

 Julian Kennedy, Chief Financial Officer

 Nick Clayton, Non- Executive Chairman
 Houlihan Lokey UK Limited (Financial Adviser to Trinity)
 Tom Hughes                                                      +44 (0)20 7839 3355

 Tim Richardson
 SPARK Advisory Partners Limited (Nominated Adviser to Trinity)
 Mark Brady                                                      +44 (0)20 3368 3550

 James Keeshan
 Vigo Consulting Limited (PR Adviser to Trinity)
 Finlay Thompson                                                 +44 (0)20 7390 0230

 Patrick D'Ancona
 Lease Operators                                                  +1 (868) 6773056
 Charles Anthony Brash Jr.
 Zeus (Financial Adviser to Lease Operators)                      +44 (0)20 3829 5000
 James Joyce

 Antonio Bossi

 James Bavister

 Isaac Hooper

 

In connection with the Acquisition, Pinsent Masons LLP is acting as legal
adviser to Trinity and The Legal Consultancy is acting as legal adviser to
Trinity on Trinidad and Tobago law.  RBG Legal Services Limited, trading as
Memery Crystal, is acting as legal adviser to Lease Operators on English law
and Hobsons is acting as legal adviser to Lease Operators on Trinidad and
Tobago law;

Important notices

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Trinity
as financial adviser and Rule 3 Adviser and no one else in connection with the
Acquisition and will not be responsible to anyone other than Trinity for
providing the protections afforded to clients of Houlihan Lokey  or for
providing advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither Houlihan Lokey nor any of its affiliates owes
or accepts any duty, liability, or responsibility whatsoever (whether direct
or indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Houlihan Lokey in connection with the matters
referred to in this announcement, any statement contained herein or otherwise.

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as nominated advisor to Trinity
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Trinity for providing the protections afforded to clients
of SPARK or for providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither SPARK nor any of its
affiliates owes or accepts any duty, liability, or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of SPARK in connection with the
matters referred to in this announcement, any statement contained herein or
otherwise.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Lease Operators as financial
adviser and no one else in connection with the Acquisition and matters
referred to in this announcement and will not be responsible to anyone other
than Lease Operators for providing the protections afforded to clients of
Zeus, or for providing advice in relation to the Acquisition and matters
referred to in this announcement. Neither Zeus nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Zeus in connection with the matters referred to
in this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Trinity in any
jurisdiction in contravention of applicable law. The Acquisition will be made
and implemented solely pursuant to the terms of the Scheme Document (or if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document),
which will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in respect of,
or other response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document).

Trinity and Lease Operators will prepare the Scheme Document (or, subject to
the consent of the Panel, in the event that the Acquisition is implemented by
way of a Takeover Offer, the Offer Document) to be distributed to Trinity
Shareholders. Trinity and Lease Operators urge Trinity Shareholders to read
the Scheme Document (or if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document) when it becomes available because it will contain
important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this Announcement are made as at the date of this
announcement, unless some other times are specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

Overseas Shareholders

This Announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Takeover Code, the Market Abuse Regulation
and the AIM Rules, and information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.

The release, publication or distribution of this announcement in or into, and
the availability of the Acquisition to persons who are residents, citizens or
nationals of, jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about and observe any
applicable requirements.

The availability of the Acquisition to Trinity Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are a
citizen. Persons who are not resident in the United Kingdom or who are subject
to the laws and regulations of other jurisdictions should inform themselves
of, and observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Trinity Shares with respect to the Scheme at
the Meetings, or to execute and deliver Forms of Proxy (or other proxy
instructions) appointing another to vote at the Meetings on their behalf, may
be affected by the laws of the relevant jurisdictions in which they are
located. Any failure to comply with the applicable restrictions may constitute
a violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Lease Operators or required by the Takeover
Code, and permitted by applicable law and regulation, the Acquisition will not
be made available, in whole or in part, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would constitute a violation of
the relevant laws or regulations of such jurisdiction and no person may vote
in favour of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.

The Acquisition will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Panel, the
FCA and the London Stock Exchange (including pursuant to the AIM Rules).

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

In accordance with Rule 26.1 of the Takeover Code a copy of this announcement
will be available free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on the investor relations
section of Trinity's website at
https://trinityexploration.com/investors/lease-operators-offer/
(https://trinityexploration.com/investors/lease-operators-offer/) by no later
than 12.00 noon (London time) on the business day immediately following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

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