Offer update – lapsing of Acquisition
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
19 September 2024
ALL SHARE OFFER
for
Trinity Exploration & Production Plc ("Trinity")
by
Touchstone Exploration Inc. ("Touchstone")
Offer update - lapsing of Acquisition
CALGARY, ALBERTA - The board of directors of Touchstone (the "Touchstone Board") notes Trinity's announcement on 18 September 2024 (the "Announcement") that the board of directors of Trinity (the "Trinity Board") are seeking the permission of the Court to formally withdraw the Scheme ("Withdrawal") at a Court hearing which has been scheduled for 25 September 2024 (the "Withdrawal Hearing").
Notwithstanding withdrawal of the Scheme, the Touchstone Board confirms that it does not intend to exercise its right to implement the Acquisition by way of a Takeover Offer for the Trinity Shares as an alternative to the Scheme (as provided for under paragraph 10 of Part B of Part Three of the Touchstone Scheme Document).
Consequently, the Touchstone Board has requested the Takeover Panel's consent for the Acquisition to lapse upon Withdrawal taking effect, which consent has been granted.
As stated in the Announcement, assuming the Court grants its permission for Withdrawal at the Withdrawal Hearing, Withdrawal will take effect immediately following the Withdrawal Hearing, at which time the Acquisition will also lapse with immediate effect.
Paul Baay, President and Chief Executive Officer of Touchstone, commented:
"We are disappointed with the outcome of this process, and the fact that UK takeover rules make it possible for our offer not to complete at such a late stage in the process despite having obtained both shareholder and regulatory approvals. We believe our offer represented compelling value for all stakeholders.
However, Touchstone remains committed to maintaining strict discipline in all corporate activities. We will only pursue investments that align with our strategic and financial goals, ensuring they deliver value to our shareholders.
As we continue to advance our operations to tie in the Cascadura-2ST1 and Cascadura-3ST1 wells towards their first production, along with our upcoming fourth-quarter drilling program, we look forward to updating our shareholders on our strategic and operational progress in the coming months. We will soon provide an updated presentation and host an investor forum to share our developments."
Capitalised terms used but not defined in this announcement have the meanings given to them in the shareholder circular published by Trinity in connection with the Scheme on 24 May 2024 (the "Touchstone Scheme Document").
Enquiries:
Touchstone Exploration Inc.
Paul Baay, President and Chief Executive Officer Tel: +1 (403) 750-4487
Scott Budau, Chief Financial Officer
Brian Hollingshead, Vice President Engineering and Business Development
Shore Capital (Lead Financial Adviser, Nominated Advisor and Joint Broker)
Daniel Bush / Toby Gibbs / Tom Knibbs Tel: +44 (0) 207 408 4090
Canaccord Genuity (Co-Financial Adviser and Joint Broker)
Adam James / Charlie Hammond Tel: +44 (0) 207 523 8000
Important Notices
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.
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 Touchstone's website at https://www.touchstoneexploration.com/trinity-acquisition/ 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.
Advisory Regarding Forward-looking Statements
The information provided in this announcement contains certain forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expect", "plan", "anticipate", "believe", "intend", "maintain", "continue to", "pursue", "design", "result in", "sustain" "estimate", "potential", "growth", "near-term", "long-term", "forecast", "contingent" and similar expressions, or are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. The forward-looking statements contained in this announcement speak only as of the date hereof and are expressly qualified by this cautionary statement.
Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Certain of these risks are set out in more detail in the Company's 2023 Annual Information Form dated March 20, 2024 which is available under the Company's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website (www.touchstoneexploration.com). The forward-looking statements contained in this announcement are made as of the date hereof, and except as may be required by applicable securities laws, the Company assumes no obligation or intent to update publicly or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.
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