Notice of Intention to Withdraw Touchstone Scheme
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
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 Julian Kennedy, Chief Financial Officer Nick Clayton, Non- Executive Chairman |
Via Vigo Consulting |
|
Houlihan Lokey UK Limited (Financial Adviser to Trinity) |
|
|
Tom Hughes Tim Richardson |
+44 (0)20 7839 3355 |
|
SPARK Advisory Partners Limited (Nominated Adviser to Trinity) |
|
|
Mark Brady James Keeshan |
+44 (0)20 3368 3550 |
|
Vigo Consulting Limited (PR Adviser to Trinity) |
|
|
Finlay Thompson Patrick D'Ancona |
+44 (0)20 7390 0230 |
|
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/ 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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