Statement from the Trinity Directors
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
6 August 2024
Trinity Exploration & Production plc ("Trinity" or the "Company")
Statement from the Trinity Directors regarding the Lease Operators Acquisition and the Touchstone Offer
The Trinity Directors note the update statement released by Touchstone Exploration Inc. ("Touchstone") on 5 August 2024 regarding the status of its offer for Trinity (the "Touchstone Offer").
On 2 August 2024 Lease Operators Limited ("Lease Operators") announced a recommended cash offer for Trinity at a price 68.05 pence per Trinity Share (the "Lease Operators Acquisition") pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7 Announcement"). Capitalised terms used but not defined in this announcement have the same meaning given to them in the Rule 2.7 Announcement unless the context requires otherwise.
The Trinity Directors consider that the Lease Operators Acquisition provides Trinity Shareholders with an opportunity to realise a certain valuation in cash at a significant premium to the unaffected prevailing price, which reflects the current strength and future potential of Trinity. The Trinity Directors also consider that the Lease Operators Acquisition is a material improvement for Trinity Shareholders over the Touchstone Offer and accelerates, without further capital investment, time or operational risk, the delivery of fair value to Trinity Shareholders.
Accordingly, the Trinity Directors intend unanimously to recommend that eligible Trinity Shareholders vote in favour of the Lease Operators Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting or, subject to the consent of the Takeover Panel, in the event that the Lease Operators Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer.
The Trinity Directors withdrew their recommendation of the Touchstone Offer with immediate effect on 2 August 2024 and have postponed indefinitely the Court sanction hearing in respect of the Touchstone Offer.
The Trinity Directors are intently focused on seeking the best outcome for Trinity Shareholders through this process, and encourage Touchstone to engage with them in pursuit of this aim.
Irrevocable Undertakings in respect of the Touchstone Offer
The Trinity Directors note the statement by Touchstone regarding the Irrevocable Undertakings it has in support of the Touchstone Offer.
The Trinity Directors also note that whilst the Irrevocable Undertakings currently remain binding, they will lapse in specified circumstances, in particular if the Touchstone Offer lapses or is withdrawn or does not become effective by the Long-stop Date.
As previously highlighted by the Trinity Directors and by Touchstone, Touchstone will have the ability to invoke Condition 2.3 (ii) of Part A of Part Three of the Touchstone Scheme Document and lapse the Touchstone Offer on 22 August 2024, being the 22nd day following the date of the original Court Hearing of 31 July 2024, if it so chooses. In such circumstances, the Irrevocable Undertakings would cease to have effect.
A further announcement will be made by Trinity in due course, as and when appropriate.
Nick Clayton, Chairman of Trinity, commented:
"Whilst unusual, the competitive nature of this situation is welcomed by the Trinity Directors as we endeavour to secure the best possible outcome for Trinity Shareholders through this process. We believe that the Lease Operators Acquisition is a material improvement for Trinity Shareholders over the Touchstone Offer and accelerates, without further capital investment, time or operational risk, the delivery of fair value to Trinity Shareholders."
Enquiries:
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Trinity Exploration & Production plc |
Via Vigo Consulting |
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Jeremy Bridglalsingh, Chief Executive Officer Julian Kennedy, Chief Financial Officer Nick Clayton, Non- Executive Chairman |
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Houlihan Lokey UK Limited |
+44 (0) 20 7839 3355 |
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(Sole Financial Adviser and Rule 3 Adviser) |
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Tom Hughes / Tim Richardson |
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SPARK Advisory Partners Limited |
+44 (0)20 3368 3550 |
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(Nominated Adviser) |
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Mark Brady /James Keeshan |
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Cavendish Capital Markets Limited |
+44 (0)20 7397 8900 |
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(Broker) |
+44 (0)131 220 6939 |
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Leif Powis / Derrick Lee / Neil McDonald |
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Vigo Consulting Limited |
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Finlay Thomson / Patrick d'Ancona |
+44 (0)20 7390 0230 |
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Pinsent Masons LLP is providing legal advice to the Company in connection with the matters described in this announcement.
Notices relating to financial advisers:
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Trinity and no one else in connection with the matters described 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 the 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 authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser to Trinity and no one else in connection with the matters described in this announcement 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 matters described 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.
Additional Information
This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities in any jurisdiction, pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Trinity who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared in accordance with the laws of England and Wales, the Code, the AIM Rules for Companies and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales.
Responsibility:
The person responsible for arranging the release of this announcement on behalf of Trinity is Jeremy Bridglalsingh, Chief Executive Officer.
Dealing disclosure requirements of the Code:
Under Rule 8.3(a) of the 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) of the Code 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 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of the Code).
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 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 made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) by no later than 12 noon (London time) on the business day immediately following the date of this announcement at www.trinityexploration.com. 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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