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

Trinity Exploration & ProductionAnnouncement

24/06/2024 17:45

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RNS Number : 6682T  Trinity Exploration & Production  24 June 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 ALL SHARE OFFER

for

Trinity Exploration & Production Plc ("Trinity")

by

Touchstone Exploration Inc. ("Touchstone")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

24 June 2024

 

Results of Court Meeting and General Meeting

 

On 1 May 2024, the boards of directors of Trinity and Touchstone announced
that they had reached agreement on the terms of a recommended acquisition of
the entire issued, and to be issued, share capital of Trinity by Touchstone
(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 24 May 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 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.

Full 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 Ten
and Eleven (respectively) of the Scheme Document, which is available on
Trinity's website at
https://trinityexploration.com/investors/touchstone-offer/
(https://trinityexploration.com/investors/touchstone-offer/) .

Voting results for the Court Meeting

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

 

 

          Number of Scheme Shares voted  Percentage of Scheme Shares voted  Number of Scheme Shareholders who voted**  Percentage of Scheme Shareholders who voted**  Number of Scheme Shares voted as a percentage of issued ordinary share capital
                                                                                                                                                                      entitled to vote on the Scheme*
 FOR      22,566,406                     99.45%                             42                                         99.45%                                         58.16%
 AGAINST  125,877                        0.55%                              3                                          6.67%                                          0.32%
          22,692,283                     100%                               42                                         106.12%                                        58.48%

 TOTAL

 

* All percentages have been rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "FOR" and some of
their votes "AGAINST" the resolution, such Scheme Shareholder has been counted
as having voted both "FOR" and "AGAINST" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
collum. There were three such 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*
 Resolution                                                                    Number of Trinity Shares voted  Percentage of Trinity Shares voted  Number of Trinity Shares voted  Percentage of Trinity Shares voted  Number of Trinity Shares voted  Number of Trinity Shares withheld
 To give effect to the Scheme, as set out in the Notice of General Meeting of  22,663,351                      99.46%                              122,535                         0.54%                               22,785,886                      8,359
 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 2.1 and 2.2 (as set out in
Part A of Part Three of the Scheme Document) have been satisfied.

The Acquisition remains subject to the satisfaction or (if capable of waiver)
waiver of the remaining Conditions set out in the Scheme Document, including
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 31 July 2024, and Trinity will
inform Shareholders of any changes to the date and time, by issuing an
announcement through a Regulatory Information Service. The Scheme is expected
to become Effective in August 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 Hearing                                                                   Currently scheduled for 31 July 2024 ("D")
 Last day for dealings in, and for the registration of transfer of, and          D
 disablement in CREST of Trinity Shares
 Scheme Record Time                                                              6.00 p.m. on D
 Suspension of dealings in Trinity Shares                                        by 7.30 a.m. on D+1 business days
 Effective Date of the Scheme                                                    D+1 business days ((2))
 Cancellation of admission to trading of Trinity Shares on AIM                   By no later than 8.00 a.m. on D+2 business days
 Admission and commencement of dealings of the New Touchstone Shares on AIM and  8.00 a.m. on D+2 business days
 TSX
 Settlement of the New Touchstone Shares due to Trinity Shareholders under the   At or soon after 8.00 a.m. on D+2 (but not later than 14 days after the
 Scheme                                                                          Effective Date)
 Settlement of the New Touchstone Shares due to Trinity Shareholders under the   At or soon after 8.00 a.m. on D+2 (but not later than 14 days after the
 Scheme                                                                          Effective Date)
 Despatch of share certificates for New Touchstone Shares                        Within 14 days of the Effective Date
 Latest date for despatch of share certificates for New Touchstone Shares        within 14 days of the Effective Date
 Long Stop Date                                                                  31 January 2025 ((3))

 

Notes:

(1)   The dates and times given are indicative only and are based on current
expectations and are subject to change. The actual dates and times will depend
on, among other things, the date on which the Conditions to the Scheme are
satisfied or, if capable of waiver, waived, and the date on which the Court
sanctions the Scheme. Trinity will give adequate notice of any changes to
these dates and times, when known, by issuing an announcement through a
Regulatory Information Service, with such announcement being made available on
Trinity's website at
https://trinityexploration.com/investors/touchstone-offer/
(https://trinityexploration.com/investors/touchstone-offer/) .

References to times are to London, United Kingdom time unless otherwise
stated.

(2)   Trinity expects that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions in Part Three of the Scheme Document,
the Scheme will become Effective during the third quarter of 2024.

(3)   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 Touchstone (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 to the Code.

 

 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

 Touchstone
 Paul Baay, President and Chief Executive Officer                                +1 403 750 4487

 Scott Budau, Chief Financial Officer

 John Wright, Chair of the Board of Directors
 Shore Capital (Lead Financial Adviser, Nominated Adviser and Joint Corporate
 Broker to Touchstone)
 Daniel Bush                                                                     +44 (0)20 7408 4090

 Toby Gibbs

Tom Knibbs

 Canaccord Genuity Limited (Co-Financial Adviser, and Joint Corporate Broker to
 Touchstone)
 Adam James                                                                      +44 (0)20 7523 8000

 Ana Ercegovic
 FTI Consulting (PR Adviser to Touchstone)
 Ben Brewerton                                                                   +44 (0) 20 3727 1000

 Nick Hennis

 

Pinsent Masons LLP is acting as legal adviser to Trinity in connection with
the Acquisition. Norton Rose Fulbright LLP is acting as legal adviser to
Touchstone.

 

Important notices

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
Trinity and no one else in connection with the matters set out in this
announcement 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 contents of this announcement 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 this announcement, any statement contained herein or
otherwise.

SPARK Advisory Partners Limited ("SPARK"), which is regulated by the FCA in
the United Kingdom, is acting exclusively as nominated adviser to Trinity and
no one else in connection with the matters referred to in this announcement,
and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the matters referred to in this
announcement and is not, and will not be, responsible to anyone other than
Trinity for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any transaction or
arrangement referred to in this announcement. Neither SPARK nor any of its
group undertakings or 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 this announcement or any matter referred to herein.

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital") which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
exclusively as lead financial adviser and joint corporate broker for
Touchstone and for no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Touchstone for
providing the protections afforded to clients of Shore Capital, or for
providing advice in relation to the Acquisition or any other matter referred
to herein. Neither Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or 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 Shore Capital in connection with this
announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the UK by the FCA, is acting as co-financial adviser and joint
corporate broker to Touchstone and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone other than
Touchstone for providing the protections afforded to clients of Canaccord
Genuity or for providing advice in relation to contents of this announcement
or any other matters referred to in this announcement. Neither Canaccord
Genuity 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
Canaccord Genuity in connection with 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 and Touchstone urge 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 Touchstone 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

In accordance with Rule 26.1 of the 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/touchstone-offer/
(https://trinityexploration.com/investors/touchstone-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.

Information relating to Trinity Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Trinity Shareholders, persons with information rights,
and other relevant persons for the receipt of communications from Trinity may
be provided to Touchstone during the Offer Period as required under Section 4
of Appendix 4 of the Code in order to comply with Rule 2.11(c) of the Code.

 

 

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