REG - Trinity Exploration - Results of Court Meeting and General Meeting

Trinity Exploration & ProductionAnnouncement

30/10/2024 13:45

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RNS Number : 2738K  Trinity Exploration & Production  30 October 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

30 October 2024

 

Results of Court Meeting and General Meeting

 

On 2 August 2024, the boards of directors of Trinity and Lease Operators
announced 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").

Trinity published a shareholder circular relating to the Scheme on 8 October
2024 (the "Scheme Document"). Capitalised terms used but not defined in the
announcement have the meanings given to them in the Scheme Document, unless
the context requires otherwise.

Trinity is pleased to announce that at the Court Meeting and General Meeting,
each held earlier today in connection with the Acquisition:

·     the requisite majorities of Voting Scheme Shareholders voted in
favour of the Scheme at the Court Meeting; and

·      the requisite majority of Trinity Shareholders voted in favour of
the Resolution at the General Meeting to give effect to the Scheme by, among
other things, amending the articles of association of Trinity.

Details of the resolutions passed at the Meetings are set out in the Notice of
Court Meeting and Notice of General Meeting contained in Parts Nine and Ten
(respectively) of the Scheme Document, which is available on Trinity's website
at https://trinityexploration.com/investors/lease-operators-offer/
(https://trinityexploration.com/investors/lease-operators-offer/) .

Voting results for the Court Meeting

The table below sets out the results of the poll vote taken at the Court
Meeting. Each Voting Scheme Shareholder present in person or by proxy was
entitled to one vote per Scheme Share held at the Voting Record Time.

 

 Results of Court Meeting  Scheme Shares voted     Voting Scheme Shareholders who voted      Number of Scheme Shares voted as a percentage of issued ordinary share capital
                                                                                             entitled to vote on the Scheme*
                           Number      %*          Number**             %*
 FOR                       22,767,267  98.90       46                   100                  59.53
 AGAINST                   253,556     1.10        6                    13.04                0.66
                           23,020,823  100         46                   113.04               60.20

 TOTAL

 

* All percentages have been rounded to two decimal places.

** Where a Voting Scheme Shareholder has cast some of their votes "FOR" and
some of their votes "AGAINST" the resolution, such Voting Scheme Shareholder
has been counted as having voted both "FOR" and "AGAINST" the resolution for
the purposes of determining the number of Voting Scheme Shareholders who voted
as set out in this column. There were six such Voting Scheme Shareholders who
gave instructions for votes to be cast "FOR" the resolution in respect of part
of their holding of Scheme Shares and "AGAINST" the resolution in respect of
another part of their holding of Scheme Shares, and as such, this has resulted
in the percentages in the fifth column of the above table being, in total,
over 100%

Voting results for the General Meeting

The table below sets out the results of the poll vote taken at the General
Meeting. Each Trinity Shareholder present in person or by proxy was entitled
to one vote per Trinity Share held at the Voting Record Time.

                                                                               FOR                AGAINST        TOTAL       WITHHELD*
                                                                               Number      %**    Number   %**   Number      Number

 Resolution

 To give effect to the Scheme, as set out in the Notice of General Meeting of  22,986,889  99.30  162,500  0.70  23,149,389  8,344
 Trinity by, among other things, amending the articles of association of
 Trinity

 

*A vote withheld is not a vote in law and, accordingly, is not counted in the
calculation of the proportion of votes "FOR" nor "AGAINST" the Resolution.

**All percentages have been rounded to two decimal places.

The total number of Trinity Shares in issue at the Voting Record Time was
39,899,813. As at the Voting Record Time, Trinity held 1,096,819 Trinity
Shares in treasury. Therefore, the total voting rights in Trinity as at the
Voting Record Time were 38,802,994 votes.

Effective Date and Timetable

The outcomes of the Meetings means that Conditions 2(a) and 2(b) (as set out
in Part 1 of Part Three of the Scheme Document) have been satisfied.

The Acquisition remains subject to the Court's sanction of the Scheme at the
Court Hearing and the delivery of a copy of the Court Order to the Registrar
of Companies.

The Court Hearing is currently scheduled for 4 November 2024 and the Scheme is
expected to become Effective on 5 November 2024.

The expected timetable of principal events for the implementation of the
Scheme is set out below:

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

                                          Event                                                               Expected time/date ((1))
 Court Sanction Hearing                                                            4 November 2024((2))
 Last day of dealings in, or for registration of transfers of, and disablement     4 November 2024
 in CREST of Trinity Shares
 Scheme Record Time                                                                6.00 p.m. on 4 November 2024
 Suspension of dealings in Trinity Shares                                          7.30 a.m. on 5 November 2024
 Effective Date of the Scheme                                                      5 November 2024((3))
 Cancellation of admission to trading of Trinity Shares on AIM                     7.00 a.m. on 6 November 2024
 Despatch of cheques and crediting of CREST for Consideration due under the        At or soon after 8.00 a.m. on 6 November 2024 (but not later than 14 days
 Scheme                                                                            after the Effective Date)
 Long Stop Date                                                                    31 March 2025 ((4))

 

Notes:

(1)   References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to Trinity Shareholders by announcement
through a Regulatory Information Service.

(2)   The time for the Court 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 Court Hearing.
The Court Hearing will take place at 7 Rolls Building, Fetter Lane, London
EC4A 1NL. The Business and Property Court Rolls Building Cause List can be
accessed via the following link:
https://www.gov.uk/government/publications/businessand-property-courts-rolls-building-cause-list
(https://www.gov.uk/government/publications/businessand-property-courts-rolls-building-cause-list)

(3)   A copy of the Court Order sanctioning the Scheme is expected to be
delivered to the Registrar of Companies one Business Day after the date of the
Court Hearing, such that the Effective Date is expected to be 5 November 2024.
The events which are stated as occurring on subsequent dates are conditional
on the Effective Date and operate by reference to this time.

(4)   This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as may be
agreed by Trinity and Lease Operators (with the Panel's consent and as the
Court may approve (if such consent and/or approval is required)) or if the
Panel requires an extension to the Long Stop Date pending final determination
of an issue under section 3(g) of Appendix 7 of the Takeover Code.

 

 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

Pinsent Masons LLP is acting as legal adviser to Trinity in connection with
the Acquisition. Memery Crystal is acting as legal adviser to Lease Operators.

 

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 part of, any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in relation to the Acquisition or
the Scheme or otherwise, in any jurisdiction in which such offer, invitation
or solicitation is unlawful.

The Acquisition will be made solely by the Scheme Document and the Forms of
Proxy accompanying the Scheme Document, which together contain the full terms
and conditions of the Acquisition, including details of how the Acquisition
may be approved.

This announcement has been prepared for the purpose of complying with the laws
of England and Wales and the Code and the 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 of England and
Wales. Nothing in this announcement should be relied on for any other purpose.

Trinity urges Trinity Shareholders to read the Scheme Document because it
contains important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted
document.

Overseas Shareholders

The availability of the Acquisition to Trinity Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Any person outside the United
Kingdom or who are subject to the laws and/regulations of another jurisdiction
should inform themselves of, and should observe, any applicable legal and/or
regulatory requirements.

The release, publication or distribution of this announcement in or into or
from 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, such
restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of 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.

Unless otherwise determined by Lease Operators or required by the Code and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form (including, without limitation, facsimile, email or other electronic
transmission, telex or telephone) within any Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement, the Scheme
Document and all documents relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded, distributed or
sent in, into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this document and all
documents relating to the Acquisition (including custodians, nominees and
trustees) must observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in that jurisdiction. Doing so may render invalid any
purported vote in respect of the Acquisition.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (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 1 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 p.m. (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 Takeover Panel's website
at http://www.thetakeoverpanel.org.uk (http://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 and Availability of Hard Copies

This announcement and the documents required to be published pursuant to Rule
26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies 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/ by no
later than 12.00 noon (London time) on 9 October 2024.

Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.

In accordance with Rule 30.3 of the Code, Trinity Shareholders, persons with
information rights and participants in the Trinity Share Plan may request a
hard copy of this announcement by: (i) contacting Trinity's Registrar, Link
Group, during business hours on 0371 664 0321 if calling from the United
Kingdom, or +44 (0) 371 664 0321 if calling from outside the United
Kingdom (lines are open from 9.00 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales)); or (ii) by submitting a
request in writing to Link Group, Central Square, 29 Wellington
Street, Leeds LS1 4DL. A person so entitled may also request that all future
documents, announcements and information in relation to the Acquisition be
sent to them in hard copy form.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.

 

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