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 OF SUCH
JURISDICTION
THIS
ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE NEW TOUCHSTONE SHARES EXCEPT ON THE
BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED
TO BE PUBLISHED IN DUE COURSE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
1 May 2024
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
Summary
·
The board of directors of each of Touchstone and Trinity are
pleased to announce that they have reached agreement on the terms
of a recommended all share offer pursuant to which Touchstone will
acquire the entire issued and to be issued ordinary share capital
of Trinity (the "Acquisition"). The Acquisition is to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act.
·
Under the terms of the Acquisition, Trinity Shareholders
shall be entitled to receive:
for each
Trinity
Share
1.5 New Touchstone Shares
·
Under the terms of the Acquisition, Trinity Shareholders
will, in aggregate, receive approximately 58,341,102 New Touchstone
Shares. Immediately following completion of the Acquisition,
Trinity Shareholders will own approximately 19.9 per cent. of the
share capital of the Combined Group (based on the existing issued
common share capital of Touchstone and the fully diluted ordinary
share capital of Trinity as at 30 April 2024 (being the latest
practicable date prior to the date of this
announcement).
·
Based upon Touchstone's closing share price of 41.25 pence as
of 30 April 2024 (being the last practicable date prior to this
announcement) the Acquisition represents an implied value of 61.9
pence per Trinity Share (approximately US$0.77 per Trinity Share),
valuing the entire issued share capital of Trinity at approximately
£24.1 million (approximately US$30.1 million).
·
The terms of the Acquisition represent a premium of
approximately 71.9 per cent. to the Closing Price per Trinity Share
of 36 pence on 30 April 2024 (being the latest practicable date
prior to the date of this announcement), 55.4 per cent. to the
3-month volume weighted average price per Trinity Share of 39.8
pence as at close of 30 April 2024 (being the latest practicable
date prior to the date of this announcement) and 13.6 per cent. to
the 9-month volume weighted average price per Trinity Share of 54.5
pence as at close of 30 April 2024 (being the latest practicable
date prior to the date of this announcement).
·
The board of directors of each of Touchstone and Trinity are
also pleased to note that, in total, Trinity Shareholders
(including those Trinity Directors who hold Trinity Shares)
representing 38.9 per cent. of Trinity's issued ordinary share
capital (excluding Trinity Shares held in treasury) as at 30 April
2024 (being the latest practicable date prior to the date of this
announcement) are supportive of the Acquisition and have each
entered into irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting.
Strategic
rationale for the Acquisition
·
Touchstone is currently the largest independent onshore oil
and natural gas producer in Trinidad, with assets in several
reservoirs that have an extensive internally estimated inventory of
petroleum and natural gas development and exploration
opportunities.
·
Having brought its Coho-1 well online in Q4 2022 and its
first two wells at its Cascadura field, Cascadura-1ST1 and
Cascadura Deep-1, in late Q3 2023, Touchstone's production and
funds flow from operations has increased markedly. Touchstone's
2024 guidance published on 19 December 2023 anticipates funds flow
from operations of US$32m, which will give it the financial
resources to continue to invest in its development and exploration
activity to increase Touchstone's future reserves base and
production volumes. Touchstone believes that from this position,
the Acquisition will provide an opportunity to create a business of
significant scale in Trinidad with an enhanced ability to deliver
growth in reserves, production and cash flow for the benefit of
both sets of shareholders and local stakeholders.
·
Touchstone believes that the Acquisition presents a
compelling strategic opportunity for both companies and their
shareholders for the following reasons:
· Creating a leading Trinidadian operator
of scale - The addition of Trinity's existing
production portfolio, along with its exploration and development
assets, will position the Combined Group as one of the leading
independent operating companies dedicated to investing in both
onshore and offshore activity to grow Trinidadian oil and gas
production. On a pro-forma basis, the combination of the two
businesses would create a producing portfolio of between
approximately 11,700 and 12,400 boe/d (based upon 2024 average
daily production guidance) with combined proved plus probable
reserves of approximately 80.3 MMboe as at 31 December
2023.
· Combined funds flow from operations to
invest in a larger portfolio of development
opportunities - Touchstone believes that the
Combined Group will have strong operational cash flow generation
from a production base with critical mass in both oil and natural
gas producing assets. Touchstone notes that Trinity has previously
disclosed unaudited EBITDA pre-hedging of US$18.5 million
cumulatively for 2023, and that it expects to report operating cash
flow of between US$10 million to US$12
million for the 12-month period ending 31 December 2023.
Trinity's closing unaudited net cash for the year ended 31 December
2023 was US$5.8 million. When combined with Touchstone's funds flow
from operations (which is expected to be US$32 million for 2024),
the Combined Group will have the resources, capacity and
flexibility to invest in multiple development programmes
concurrently to accelerate the potential of the combined asset
base. Touchstone also believes that the enhanced cash flow
potential will also allow greater optionality over capital
allocation decisions and provide for a sustainable approach to
future shareholder distributions.
· Enhanced development and exploration
portfolio - Trinity's assets will provide
additional development inventory for funds generated from the
Combined Group's operations to be invested to generate the most
impact and highest returns on capital. The Combined Group will also
benefit from an attractive portfolio of exploration and development
prospects across Trinity's onshore Hummingbird portfolio and Buenos
Ayres Block, as well as its TGAL discovery at the offshore Galeota
block, and at Touchstone's Ortoire licence area and Cipero,
Charuma, and Rio Claro blocks (subject to licence agreement
finalisation). Together, the portfolio provides a diversified
opportunity with the potential to materially enhance the long-term
value of the Combined Group.
· Potential for efficiencies and
significant synergies - Touchstone believes
that the Acquisition will allow the Combined Group to benefit from
greater economies of scale and recurring annual cost synergies,
which Touchstone expects to be significant and which would reduce
the combined overhead base, providing higher corporate netbacks and
generating greater cash flows for shareholders. Touchstone believes
that having two separate quoted Trinidadian producers currently
results in duplication of overheads and fixed costs which could
result in efficiencies in future. Touchstone believes it will be
able to integrate and operate the enlarged portfolio of assets with
limited additional overhead to Touchstone's current cost base,
representing a significant reduction in corporate overheads on a
pro forma combined basis.
· Complementary technical and operational
experience - Touchstone believes that the
knowledge and experience of Trinity's staff is highly complementary
to Touchstone's own and will allow the Combined Group to benefit
from the best mix of skills and experience to create an efficient
business for shareholders which is best able to exploit the
opportunities from the Combined Group's asset base.
· Cash flow accretive
- The addition of Trinity's producing and adjusted
EBITDA-generative assets into the enlarged group is expected to be
accretive on a funds flow from operations basis in the first full
year after the completion of the Acquisition before taking account
of expected recurring annual cost synergies realised.
· Increased shareholder
liquidity - With a broader shareholder base and
more shares in issue, Touchstone believes that shareholders will
benefit from the larger size and increased liquidity of the
Combined Group and will be able to trade their Touchstone Shares on
both AIM and TSX.
Recommendation
·
The Trinity Directors, who have been so advised by Houlihan
Lokey as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice to Trinity Directors, Houlihan Lokey has taken into
account the commercial assessments of the Trinity Directors. In
addition, the Trinity Directors consider the terms of the
Acquisition to be in the best interests of Trinity Shareholders as
a whole. Houlihan Lokey is providing independent financial advice
to the Trinity Directors for the purposes of Rule 3 of the
Code.
·
Accordingly, the Trinity Directors intend to recommend
unanimously that Trinity Shareholders vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the
General Meeting as those Trinity Directors who hold Trinity Shares
have irrevocably undertaken to do in respect of their own
beneficial holdings of 464,463 Trinity Shares representing, in
aggregate, approximately 1.2 per cent. of the ordinary share
capital of Trinity in issue on 30 April 2024 (excluding any Trinity
Shares held in treasury) being the latest practicable date prior to
this announcement.
Irrevocable
undertakings
·
As noted above, Touchstone has received irrevocable
undertakings from each of the Trinity Directors who hold Trinity
Shares to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a
total of 464,463 Trinity Shares, representing approximately 1.2 per
cent. of the existing issued ordinary share capital of Trinity on
30 April 2024 (excluding any Trinity Shares held in treasury) being
the latest practicable date prior to the date of this
announcement.
·
Touchstone has also received irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting from Trinity Shareholders in
respect of a total of 14,618,881 Trinity Shares representing, in
aggregate, approximately 37.7 per cent. of Trinity's existing
issued ordinary share capital on 30 April 2024 (excluding any
Trinity Shares held in treasury) being the latest practicable date
prior to this announcement.
·
Touchstone has therefore received irrevocable undertakings in
respect of a total of 15,083,344 Trinity Shares representing, in
aggregate, approximately 38.9 per cent. of Trinity's ordinary share
capital in issue on 30 April 2024 (excluding any Trinity Shares
held in treasury) being the latest practicable date prior to this
announcement.
Information on
Touchstone
·
Touchstone is an oil and natural gas exploration and
production company active in the Republic of Trinidad and Tobago.
Touchstone is currently the largest independent onshore oil and
natural gas producer in Trinidad, with assets in several reservoirs
that have an extensive internally estimated inventory of oil and
natural gas development and exploration opportunities.
·
In the first quarter of 2024, Touchstone achieved average
daily net oil and gas sales volumes of 7,015 boe/d, and for
calendar 2024 has guided to average daily production of between
9,100 and 9,700 boe/d, which is expected to generate funds flow
from operations of $32 million. Touchstone had in place proved plus
probable gross reserves at its Trinidad oil and gas properties of
67.4 MMboe at 31 December 2023.
·
Touchstone's shares are admitted to trading on TSX and the
AIM market of the London Stock Exchange. Touchstone's current
market capitalisation is £96.6 million as at 30 April 2024 (being
the latest practicable date prior to this announcement).
Timetable and
Conditions
·
It is intended that the Acquisition will be implemented by
way of a scheme of arrangement under Part 26 of the Companies Act
(although Touchstone reserves the right to implement the
Acquisition by way of a Takeover Offer, subject to the Panel's
consent and in accordance with the terms of the Co-operation
Agreement).
·
The Acquisition is conditional on, among other things, the
approval of the requisite majority of Trinity Shareholders at the
Court Meeting and at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of
the Trinity Shareholders voting at the Court Meeting, either in
person or by proxy, representing at least 75 per cent. in value of
the Trinity Shares voted. In addition, a special resolution
implementing the Scheme must be passed by Trinity Shareholders
representing at least 75 per cent. of votes cast at the General
Meeting. Following the Court Meeting, the Scheme must also be
sanctioned by the Court.
·
The Acquisition is also subject to the Conditions and terms
set out in Appendix I to this announcement, including, amongst
other things:
· the receipt or
waiver of anti-trust clearances in Trinidad and Tobago;
· insofar as the
Acquisition requires such approval, the Minister having provided
his consent to the Acquisition in a form and subject to conditions
(if any) that are reasonably satisfactory to Touchstone;
and
· the receipt of
the following consents or waivers from Heritage:
§ Heritage
having provided its written consent to the Acquisition under the
terms of the LOAs, the Galeota JOA and the Royalty Conversion
Agreements in a form and subject to conditions (if any) that are
reasonably satisfactory to Touchstone; and
§ the waiver
(or non-exercise within any applicable time limits) by Heritage of
any right of pre-emption, right of first offer or refusal or any
similar or analogous right, arising as a result of or in connection
with the Acquisition under the terms of the JOAs (other than the
Galeota JOA in circumstances where Heritage has already provided
its prior written consent) in a form and subject to conditions (if
any) that are reasonably satisfactory to Touchstone.
·
Given the material
importance of Trinity's operating assets in the context of the
Acquisition, and the Heritage Consents and Waivers in that regard,
Trinity Shareholders should be aware that, if any Regulatory
Condition is not satisfied, it would be Touchstone's intention to
seek the Panel's consent to invoke the relevant Regulatory
Condition to cause the Acquisition to lapse.
·
Subject to the satisfaction or (where applicable) waiver of
the Conditions, the Acquisition is expected to become
Effective before the end of Q3
2024.
·
The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General
Meeting will be distributed to Trinity Shareholders (along with the
Forms of Proxy for use in connection with the Court Meeting and the
General Meeting) in due course. The Scheme Document will also be
made available by Trinity on its website at
www.trinityexploration.com/investors/.
Commenting on the Acquisition, Jeremy
Bridglalsingh, the Chief Executive Officer of Trinity,
said:
"I am pleased
to be recommending Touchstone's offer to our shareholders. Our two
companies have operated in close proximity over many years. The
premium offered demonstrates the value Touchstone sees in Trinity's
team and operations and its confidence in the future potential of
the enlarged business."
Commenting on the Acquisition, Paul Baay, the
President and Chief Executive Officer of Touchstone,
said:
"We believe
this acquisition represents a compelling strategic opportunity
which will deliver enhanced scale, balance sheet strength, and
growth opportunities. The business combination will create an
upstream oil and gas company of increased scale in Trinidad,
enhancing our ability to deliver growth in reserves, production and
cash flows for the benefit of our combined shareholders and local
stakeholders. The combined group will be able to invest in multiple
development programmes and accelerate the growth potential of the
enlarged asset base, thereby giving us the potential to materially
enhance long-term value".
This summary should be read in
conjunction with the full text of this announcement. The
Acquisition shall be subject to the Conditions and further terms
set out in Appendix I to this announcement and to the full terms
and conditions which shall be set out in the Scheme Document.
Appendix II to this announcement contains the sources of
information and bases of calculations of certain information
contained in this announcement, Appendix III contains a summary of
the irrevocable undertakings received in relation to this
Acquisition and Appendix IV contains definitions of certain
expressions used in this summary and in this
announcement.
Investor
presentation
A recorded investor presentation covering the
Acquisition will be made available on Trinity's website later
today.
The person responsible for making this announcement on behalf of Trinity
is Jeremy Bridglalsingh, Chief Executive Officer and the person
responsible for making this announcement on behalf of
Touchstone is Paul Baay, President and Chief
Executive Officer.
Enquiries:
Touchstone
|
|
Paul Baay, President and Chief
Executive Officer
Brian Hollingshead, Vice President
Engineering and Business Development
John Wright, Chair of the Board of
Directors
|
+1 403 750
4487
|
Shore Capital (Lead Financial Adviser,
Nominated Adviser and Joint Corporate Broker to
Touchstone)
|
Daniel Bush
Toby Gibbs
Tom Knibbs
|
+44 (0)20
7408 4090
|
Canaccord Genuity Limited (Co-Financial
Adviser, and Joint Corporate Broker to Touchstone)
|
Adam James
Ana Ercegovic
|
+44 (0)20
7523 8000
|
FTI Consulting (PR Adviser to
Touchstone)
|
|
Ben Brewerton
Nick Hennis
|
+44 (0) 20
3727 1000
|
|
|
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
|
Norton Rose Fulbright LLP is acting
as legal adviser to Touchstone, and Pinsent Masons LLP is acting as
legal adviser to Trinity, in connection with the
Acquisition.
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.
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.
Further
information
This
announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise.
The
Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer,
any document by which the Takeover Offer is made) which, together
with the Forms of Proxy, will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition.
This
announcement has been prepared for the purpose of complying with
English law 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 England and Wales. The Acquisition will be
subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange, the TSX and the Financial Conduct
Authority.
Trinity will
prepare the Scheme Document to be distributed to Trinity
Shareholders. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document
(or, in the event that the Acquisition is to be implemented by
means of a Takeover Offer, the Offer Document), which, together
with the Forms of Proxy, will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Trinity Shareholders are advised to read the
Scheme Document (including the related Forms of Proxy) (and/or, in
the event that the Acquisition is to be implemented by way of a
Takeover Offer, the Offer Document) carefully once these become
available because they will contain important information in
relation to the Acquisition, the New Touchstone Shares and the
Combined Group. Any vote in respect of resolutions to be proposed
at the General Meeting, and any decision in respect of the Scheme
or other response in relation to the Acquisition by Trinity
Shareholders should be made only on the basis of the information
contained in the Scheme Document (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document).
This
announcement contains inside information in relation to each of
Trinity and Touchstone for the purposes of Article 7 of the Market
Abuse Regulation. The person responsible for making this announcement
on behalf of Trinity is Jeremy Bridglalsingh, Chief
Executive Officer and the person responsible for making this
announcement on behalf of Touchstone is Paul Baay,
President and Chief Executive Officer.
This
announcement does not constitute a prospectus or prospectus
exempted document. The New Touchstone Shares are not being offered
to the public by means of this announcement.
Touchstone reserves the right to elect (with the consent of
the Panel and in accordance with the terms of the Co-operation
Agreement) to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme. In such event, the Takeover Offer
will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to
appropriate amendments to reflect the change in structure by which
the Acquisition is to be implemented and compliance with all
applicable laws.
Overseas
shareholders
The release,
publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements. Further details in relation
to Overseas Shareholders will be contained in the Scheme
Document.
Unless
otherwise determined by Touchstone or required by the Code, and
permitted by applicable law and regulation, the Acquisition shall
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 within
a 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 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
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) 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.
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. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The New
Touchstone Shares may not be offered, sold or delivered, directly
or indirectly, in, into or from any Restricted Jurisdiction or to,
or for the account or benefit of, any Restricted Overseas Persons
except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those
jurisdictions.
Additional
Information for Trinity Shareholders Resident in the United
States
Trinity
Shareholders resident in the United States should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, Touchstone
exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Any
such Takeover Offer would be made in the United States by
Touchstone and no one else.
Financial
information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting
standards under UK-adopted international accounting standards and
in accordance with International Financial Reporting Standards
("IFRS") and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United
States.
The New
Touchstone Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States absent registration under the
US Securities Act, or pursuant to an exemption from such
registration requirements and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. It is expected that the New Touchstone Shares will be
issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. Securities issued pursuant to the Scheme will not be
registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from
the registration requirements of the securities laws of such state.
Shareholders who will be "affiliates" (within the meaning of the US
Securities Act) of Trinity or Touchstone prior to, or of Touchstone
after, the Effective Date will be subject to certain US transfer
restrictions relating to the New Touchstone Shares received
pursuant to the Scheme. For the purpose of qualifying for the
exemption provided by Section 3(a)(10) of the US Securities Act,
Touchstone will advise the Court that its sanctioning of the Scheme
will be relied on by Touchstone for the purposes of a Section
3(a)(10) exemption following a hearing on the fairness of the terms
and conditions of the Scheme to Trinity Shareholders at which all
Trinity Shareholders are entitled to appear in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification is given to all Trinity
Shareholders.
Touchstone
and Trinity are each organised and located in a non-US jurisdiction
and some or all of their officers and directors may be residents of
a non-US jurisdiction. It may therefore be difficult for holders of
Trinity Shares located in the United States to enforce their rights
and any claim arising out of US securities law. It may not be
possible to sue Touchstone and Trinity (or their officers and
directors) in a non-US court for violations of US securities laws.
Furthermore, it may be difficult to compel Touchstone and Trinity
and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The receipt
of New Touchstone Shares by shareholders of Trinity in the United
States as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local income, franchise or transfer, as well as
foreign and other, tax laws. Each Trinity Shareholder (including
holders located in the United States) is urged to consult its
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to
them.
In accordance
with normal UK practice and to the extent permitted under Rule
14e-5(b) of the US Exchange Act, Touchstone, certain affiliated
companies and their nominees or brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, Trinity Shares outside of the United States, other than
pursuant to the Acquisition, until the Effective Date, lapses or is
otherwise withdrawn. If such purchases or arrangements to purchase
were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including English law, the Code and
the US Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at https://www.londonstockexchange.com/.
This
announcement does not constitute or form a part of any offer to
sell or issue, or any solicitation of any offer to purchase,
subscribe for or otherwise acquire, any securities in the United
States.
Neither the
US Securities and Exchange Commission nor any securities commission
of any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed
upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Additional Information for Trinity
Shareholders Resident in Canada
Trinity
Shareholders resident in the Canada should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under Canadian
securities law. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of Canadian securities laws. If, in the future,
Touchstone exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the Takeover Offer
into Canada, the Acquisition will be made in compliance with
applicable Canadian securities laws or pursuant to an exemption
therefrom.
This
announcement contains references to certain financial measures,
including some that do not have any standardized meaning prescribed
by IFRS and that may not be comparable to similar measures
presented by other companies or entities. These financial measures
include funds flow from operations. See page 48 of Touchstone's
2023 Annual Management's Discussion and Analysis dated 20 March
2024 for detailed reconciliations of non-IFRS financial
measures.
The
enforcement by Trinity Shareholders in Canada of civil liabilities
under the Canadian securities laws may be affected adversely by the
fact that Trinity is incorporated or organized under the laws of a
jurisdiction other than Canada, that some or all of Trinity's and
Touchstone's officers and directors may be residents of countries
other than Canada, and that all or a substantial portion of the
assets of Touchstone and Trinity are located outside Canada. It may
therefore be difficult for holders of Trinity Shares located in
Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Trinity, or
the officers and directors of Touchstone and Trinity) in a
non-Canadian court for violations of Canadian securities laws.
Furthermore, it may be difficult to compel Trinity and its
affiliates to subject themselves to the jurisdiction or judgment of
a Canadian court.
Trinity
Shareholders residing in Canada should be aware that the
Acquisition described in the Scheme Document may have tax
consequences in Canada and should consult their own tax advisors to
determine the particular tax consequences to them of the
Acquisition in light of their particular circumstances, as well as
any tax consequences that may arise under the laws of any other
relevant foreign, state, local or other taxing
jurisdiction.
In accordance
with normal UK practice Touchstone, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase,
Trinity Shares, other than pursuant to the Acquisition, until the
Effective Date, lapses or is otherwise withdrawn. If such purchases
or arrangements to purchase were to be made they would occur either
in the open market at prevailing prices or in private transactions
at negotiated prices and comply with applicable law, including
English law and the Code. Any information about such purchases will
be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
https://www.londonstockexchange.com/.
This
announcement does not constitute or form a part of any offer to
sell or issue, or any solicitation of any offer to purchase,
subscribe for or otherwise acquire, any securities in
Canada. Any
offers, solicitations or offers to buy, or any sales of securities
will be made in accordance with registration and other requirements
under applicable law.
No securities
commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this
announcement or the merits of the securities described herein, and
any representation to the contrary is an offence.
Product Type
Disclosures
This
announcement includes references to crude oil, natural gas liquids,
natural gas, and average daily production volumes of Touchstone.
Under National Instrument 51-101 Standards of Disclosure for Oil
and Gas Activities ("NI
51-101"), disclosure of production volumes should include
segmentation by product type as defined in the instrument. In this
announcement, in respect of Touchstone's production volumes,
references to "crude oil" refer to "light crude oil and medium
crude oil" and "heavy crude oil" combined product types; references
to "natural gas liquids" refer to condensate; and references to
"natural gas" refer to the "conventional natural gas" product type,
all as defined in the instrument.
For
information regarding specific product disclosures in accordance
with NI 51-101, please refer to the "Advisories - Product Type
Disclosures" section in Touchstone's most recent Management's
discussion and analysis accompanying Touchstone's audited
consolidated financial statements dated 31 December
2023.
Use of a
Standard
The oil and
natural gas reserves contained herein of Touchstone have generally
been prepared in accordance with Canadian disclosure standards,
which are not comparable in all respects to other foreign
disclosure standards.
Oil and
natural gas reserves of Touchstone in Trinidad disclosed or
referenced herein are based on the independent reserve evaluation
prepared by GLJ Ltd. dated February 29, 2024 with an effective date
of 31 December 2023 (the "Reserves
Report"), which was prepared in accordance with NI 51-101
and the Canadian Oil and Gas Evaluation Handbook ("COGE"). The disclosure herein
highlights certain information contained in the Reserves Report but
represents only a portion of the disclosure required under NI
51-101. Full disclosure and related advisories with respect to
Touchstone's reserves as at 31 December 2023 are included in the
Touchstone's 2023 Annual Information Form dated 20 March
2024.
Oil and
natural gas reserves of Trinity disclosed or referenced herein are
estimates which were prepared by management. Trinity's disclosure
was not prepared in accordance with NI 51-101 and COGE, nor
evaluated by an independent qualified reserves evaluator or
auditor.
Where
applicable, natural gas has been converted to barrels of oil
equivalent (boe) based on six thousand cubic feet to one barrel
(bbl) of oil. The barrel of oil equivalent rate is based on an
energy equivalent conversion method primarily applicable at the
burner tip and given that the value ratio based on the current
price of crude oil as compared to natural gas is significantly
different than the energy equivalency of the 6:1 conversion ratio,
utilizing the 6:1 conversion ratio may be misleading as an
indication of value. This conversion factor is an industry accepted
norm and is not based on either energy content or
prices.
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 Touchstone
or Trinity. Forward-looking statements are
predictive in nature, depend upon or refer to future events or
conditions, or include words such as "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.
These
statements may include, without limitation, statements regarding:
Touchstone's 2024 annual guidance, Touchstone's intention to
acquire the entire issued and to be issued ordinary share capital
of Trinity; the intended recommendation of the Trinity Directors to
the Trinity Shareholders; expectations regarding funds flow from
operations resulting from Touchstone's daily production;
expectations with regards to the potential for Trinity's portfolio
to deliver meaningful reserves/resources growth; the expectation
that the Acquisition will be completed by way of a scheme of
arrangement; the anticipated ownership structure of the Combined
Group; anticipated timing of the Court Meeting and the General
Meeting; expectations with respect to the business, financial
prospects and future opportunities for the Combined Group,
including that the Combined Group will be a leading Trinidad
operator of scale; the Combined Group's ability to invest in a
larger portfolio of development opportunities; expectations
regarding the Combined Group's enhanced development and exploration
portfolio; the ability of the Combined Group to benefit from
enhanced efficiencies and synergies, including regarding the
complimentary nature of the Combined Group's technical and
operational experience; the expectation that the Acquisition will
be accretive to funds flows from operations; the anticipated
increased trading liquidity of the Combined Group's shares and that
shareholders of the Combined Group will be able to trade their
Touchstone Shares on both the AIM and the TSX; Touchstone's
intention to conduct a detailed post-closing review of Trinity's
operations, and the anticipated timing thereof; expectations with
respect to the integration and retention of staff, as well as
potential head count reductions; regarding the board of directors
of the Combined Group; Touchstone's intentions with respect to
Trinity's management, governance, and incentive structures;
expectations with respect to the consolidation of business office
and field office locations; expectations regarding the timing of
the listing of the new Touchstone Shares, and the de-listing of the
Trinity Shares; the Combined Group's enhanced access to
operational, tax and corporate synergies; the combined company's
dividend plans prior to the Effective Date of the Acquisition; the
anticipated closing conditions and regulatory approvals pursuant to
the Scheme; and the anticipated timing and completion of the
Acquisition, including the expected Effective Date of the
Scheme.
In addition,
information and statements relating to reserves are by their nature
forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves
described exist in the quantities predicted or estimated, and can
be profitably produced in the future. The recovery and reserve
estimates of Touchstone's reserves provided herein are estimates
only, and there is no guarantee that the estimated reserves will be
recovered. Consequently, actual results may differ materially from
those anticipated in the forward-looking
statements.
This
announcement includes a summary of Touchstone's initial 2024
capital budget and preliminary guidance, which includes, but is not
limited to, forward looking statements relating to: the focus of
Touchstone's 2024 capital plan, including pursuing developmental
drilling activities and optimizing existing natural gas and liquids
infrastructure capacity; anticipated 2024 annual average
production; forecasted production decline rates; anticipated timing
of developmental and exploration drilling production; anticipated
2024 capital expenditures including estimations of costs and
inflation incorporated therein; expected drilling activities,
including locations and the timing thereof; anticipated timing of
well tie-in operations; forecasted 2024 average Brent reference
price and the Company's budgeted realized price in relation
thereto; forecasted royalty, operating, general and administration,
cash finance and income tax expenses; anticipated funds flow from
operations and net debt; and Touchstone's future financial
position, including the sufficiency of resources to fund future
capital expenditures and maintain financial liquidity. For further
information regarding 2024 guidance and the related advisories,
refer to Touchstone's news release dated 19 December 2023 entitled
"Touchstone Announces 2024 Capital Budget, Preliminary 2024
Guidance and an Operational Update" which is available online on
Touchstone's SEDAR+ profile (www.sedarplus.ca) and website
(www.touchstoneexploration.com).
Forward-looking statements are based
upon, among other things, factors, expectations and assumptions
that Touchstone and Trinity have made as at the date of this
announcement regarding, among other things: the satisfaction of the
conditions to closing of the Acquisition in a timely manner, if at
all, including the receipt of all necessary approvals; that the
Acquisition will comply with all applicable requirements of the
Code, the Panel, the London Stock Exchange, the TSX and the
Financial Conduct Authority; the Combined Group's ability to
successfully integrate the businesses and assets of Touchstone and
Trinity; Touchstone's ability to issue Touchstone Shares pursuant
to the Acquisition; sources of funding that each of Touchstone and
Trinity have relied upon in the past continue to be available to
the combined company on terms favourable to the Combined Group; and
that the Combined Group will have access to sufficient capital to
pursue future development plans.
Undue
reliance should not be placed on the forward-looking statements
because no assurance can be given 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. These risks include, but are not
limited to: the completion and timing of the Acquisition; the
ability of Touchstone and Trinity to receive, in a timely manner,
the necessary regulatory, Court, shareholder, stock exchange and
other third-party approvals and to satisfy the other conditions to
closing of the Acquisition; the ability of the parties to complete
the Acquisition on the terms contemplated by Touchstone and Trinity
or at all; the ability of the Combined Group to realize the
anticipated benefits of, and synergies and savings from, the
Acquisition; consequences of not completing the Acquisition,
including the volatility of the share prices of Touchstone and
Trinity, negative reactions from the investment community, and the
required payment of certain costs related to the termination of the
Acquisition; and the focus of management's time and attention on
the Acquisition and other disruptions arising from the
Acquisition.
Except as may
be required by applicable securities laws, neither Touchstone nor
Trinity assume any obligation or intent to update publicly or
revise any forward-looking statements made herein, whether as a
result of new information, future events or
otherwise.
TSX
Disclaimer and Listing Matters
The TSX has
not reviewed and does not accept responsibility for the adequacy or
accuracy of this announcement. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein.
Touchstone
will apply to
list the New Touchstone Shares issuable in connection with the
Acquisition on the TSX. Such listing will be subject to Touchstone
fulfilling all of the listing requirements of the
TSX.
No profit
forecasts or estimates
Save for the
Trinity Profit Estimates, no statement in this announcement is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for Touchstone or Trinity, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Touchstone or Trinity, as
appropriate.
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) 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(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 shall 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 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.
Electronic
communications
Please be
aware that addresses, electronic addresses and certain 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
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on website and
availability of hard copies
A copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Touchstone's and Trinity's websites
at https://www.touchstoneexploration.com/trinity-acquisition
and
www.trinityexploration.com/investors/ respectively by no
later than 12 noon (London time) on 2 May 2024. For the avoidance
of doubt, the contents of these websites are not incorporated into
and do not form part of this announcement.
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 0300 if calling from the
United Kingdom, or +44 (0) 371 664 0300 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.
Rounding
Certain
figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Rule 2.9
Disclosure
In accordance
with Rule 2.9 of the Code, Trinity confirms that as at the date of
this announcement, it has in issue and admitted to trading on the
AIM market of the London Stock Exchange 39,899,813 ordinary shares
of US$ 0.01 each (excluding 1,096,819 ordinary shares held in
treasury). Accordingly, the total number of voting rights in
Trinity is 38,802,994. The International Securities Identification
Number (ISIN) of the ordinary shares is
GB00BN7CJ686.
In accordance
with Rule 2.9 of the Code, Touchstone confirms that, as at the date
of this announcement, it has in issue and admitted to trading and
listing (as the case may be) on the AIM market of the London Stock
Exchange and/or TSX 234,212,726 common shares. The International
Securities Identification Number (ISIN) of the ordinary shares is
CA89156L1085.
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 OF SUCH
JURISDICTION
THIS
ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE NEW TOUCHSTONE SHARES EXCEPT ON THE
BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED
TO BE PUBLISHED IN DUE COURSE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
1 May 2024
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
1
Introduction
The boards of directors of each of Touchstone
and Trinity are pleased to announce that they have reached
agreement on the terms of a recommended all share offer pursuant to
which Touchstone will acquire the entire issued and to be issued
ordinary share capital of Trinity (the "Acquisition"). The Acquisition is to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act.
2 The
Acquisition
Under the terms of the Acquisition, which shall
be subject to the Conditions and further terms set out in Appendix
I to this announcement and to be set out in the Scheme Document,
Trinity Shareholders will be entitled to receive:
for each
Trinity
Share
1.5 New Touchstone
Shares
Based upon Touchstone's closing share price of
41.25 pence as of 30 April 2024 (being the last practicable date
prior to this announcement) the Acquisition represents an implied
value of 61.9 pence per Trinity Share (approximately US$0.77 per
Trinity Share), valuing the entire issued share capital of Trinity
at approximately £24.1 million (approximately US$30.1
million).
Under the terms of the Acquisition, Trinity
Shareholders will, in aggregate, receive approximately 58,341,102
New Touchstone Shares. Immediately following completion of the
Acquisition, Trinity Shareholders will own approximately 19.9 per
cent. of the share capital of the Combined Group (based on the
existing issued common share capital of Touchstone and the fully
diluted ordinary share capital of Trinity as at 30 April 2024
(being the latest practicable date prior to the date of this
announcement).
The terms of the Acquisition represent a
premium of approximately 71.9 per cent. to the Closing Price per
Trinity Share of 36 pence on 30 April 2024 (being the latest
practicable date prior to the date of this announcement), 55.4 per
cent. to the 3-month volume weighted average price per Trinity
Share of 39.8 pence as at close of 30 April 2024 (being the latest
practicable date prior to the date of this announcement) and 13.6
per cent. to the 9-month volume weighted average price per Trinity
Share of 54.5 pence as at close of 30 April 2024 (being the latest
practicable date prior to the date of this
announcement).
If, on or after the
date of this announcement and on or prior to the Effective Date,
any dividend, distribution or other return of
value is declared, made, or paid, or becomes payable by
Trinity, the Acquisition Consideration
shall be reduced accordingly. In such circumstances, Trinity
Shareholders shall be entitled to retain any such dividend,
distribution, or other return of value declared, made, or
paid.
It is expected that the Scheme Document will be
published as soon as reasonably practicable, that the Court Meeting
and the General Meeting shall be held on or around the end of May
2024 and that the Scheme shall become Effective before the end of
Q3 2024.
The Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and the General Meeting will be distributed to Trinity Shareholders
(along with the Forms of Proxy for use in connection with the Court
Meeting and the General Meeting) in due course.
3
Background to and reasons for the Acquisition
Touchstone is currently the largest independent
onshore oil and natural gas producer in Trinidad, with assets in
several reservoirs that have an extensive internally estimated
inventory of petroleum and natural gas development and exploration
opportunities.
Having brought its Coho-1 well online in Q4
2022 and its first two wells at its Cascadura field, Cascadura-1ST1
and Cascadura Deep-1, in late Q3 2023, Touchstone's production and
funds flow from operations has increased markedly. Touchstone's
2024 guidance published on 19 December 2023 anticipates funds flow
from operations of US$32 million, which will give it the financial
resources to continue to invest in its development and exploration
activity to increase Touchstone's future reserves base and
production volumes.
Touchstone believes that from this position,
the Acquisition will provide an opportunity to create a business of
significant scale in Trinidad with an enhanced ability to deliver
growth in reserves, production and cash flow for the benefit of
both sets of shareholders and local stakeholders.
Touchstone believes that the Acquisition
presents a compelling strategic opportunity for both companies and
their shareholders for the following reasons:
· Creating a leading Trinidadian operator
of scale - The addition of Trinity's existing
production portfolio, along with its exploration and development
assets, will position the Combined Group one of the leading
independent operating companies dedicated to investing in both
onshore and offshore activity to grow Trinidadian oil and gas
production. On a pro-forma basis, the combination of the two
businesses would create a producing portfolio of between
approximately 11,700 and 12,400 boe/d (based upon 2024 average
daily production guidance) with combined proved plus probable
reserves of approximately 80.3 MMboe as at 31 December
2023.
· Combined funds flow from operations to
invest in a larger portfolio of development
opportunities - Touchstone believes that the
Combined Group will have strong operational cash flow generation
from a production base with critical mass in both oil and natural
gas producing assets. Touchstone notes that Trinity has previously
disclosed unaudited EBITDA pre-hedging of US$18.5 million
cumulatively for 2023, and that it expects to report operating cash
flow of between US$10 million to US$12
million for the 12-month period ending 31 December 2023.
Trinity's closing unaudited net cash for the year ended 31 December
2023 was US$5.8 million. When combined with Touchstone's funds flow
from operations (which is expected to be US$32 million for 2024),
the Combined Group will have the resources, capacity and
flexibility to invest in multiple development programmes
concurrently to accelerate the potential of the combined asset
base. Touchstone also believes that the enhanced cash flow
potential will also allow greater optionality over capital
allocation decisions and provide for a sustainable approach to
future shareholder distributions.
· Enhanced development and exploration
portfolio - Trinity's assets will provide
additional development inventory for funds generated from the
Combined Group's operations to be invested to generate the most
impact and highest returns on capital. The Combined Group will also
benefit from an attractive portfolio of exploration and development
prospects across Trinity's onshore Hummingbird portfolio and Buenos
Ayres Block, as well as its TGAL discovery at the offshore Galeota
block, and at Touchstone's Ortoire licence area and Cipero,
Charuma, and Rio Claro blocks (subject to licence agreement
finalisation). Together, the portfolio provides a diversified
opportunity with the potential to materially enhance the long-term
value of the Combined Group.
· Potential for efficiencies and
significant synergies - Touchstone believes
that the Acquisition will allow the Combined Group to benefit from
greater economies of scale and recurring annual cost synergies,
which Touchstone expects to be significant and which would reduce
the combined overhead base, providing higher corporate netbacks and
generating greater cash flows for shareholders. Touchstone believes
that having two separate quoted Trinidadian producers currently
results in duplication of overheads and fixed costs which could
result in efficiencies in future. Touchstone believes it will be
able to integrate and operate the enlarged portfolio of assets with
limited additional overhead to Touchstone's current cost base,
representing a significant reduction in corporate overheads on a
pro forma combined basis.
· Complementary technical and operational
experience - Touchstone believes that the
knowledge and experience of Trinity's staff is highly complementary
to Touchstone's own, and will allow the Combined Group to benefit
from the best mix of skills and experience to create an efficient
business for shareholders which is best able to exploit the
opportunities from the Combined Group's asset base.
· Cash flow accretive
- The addition of Trinity's producing and adjusted
EBITDA-generative assets into the enlarged group is expected to be
accretive on a funds flow from operations basis in the first full
year after the completion of the Acquisition before taking account
of expected recurring annual cost synergies realised.
· Increased shareholder
liquidity - With a broader shareholder base and
more shares in issue, Touchstone believes that shareholders will
benefit from the larger size and increased liquidity of the
Combined Group and will be able to trade their Touchstone Shares on
both AIM and TSX.
4
Background to and reasons for the recommendation
Trinity has been operating and producing
offshore the East Coast of Trinidad since 2013 under the Galeota
Exploration and Production Licence agreement (the "Galeota Block"). During Q4 2021,
Trinity received approval from the Ministry of Energy and Energy
Industries for the field development plan for the Galeota asset
development project, comprising the installation of a low cost
eight well conductor supported platform ("Echo"), a new pipeline to shore,
pre-installed sections to facilitate the
potential future development of TGAL NE and Trintes SW areas and
power from shore (the "Echo Field
Development Plan") and commenced a farm-down process to
secure a new partner to advance the development. Prior to receiving
any proposals from participants, the farm-down process was put on
hold in 2022 in order to await the outcome of tax reforms in
Trinidad. Partially in response to feedback received through the
farm-down process, Trinity commenced an in-depth review of the
opportunities across the Galeota Block with the objective to
formulate a revised development plan that delivered greater capital
efficiency, a shorter development timeline and faster payback
cycles.
Following an extensive study completed in Q3
2023, Trinity identified a revised infrastructure-led development
solution with an initial phase of development drilling from
existing platforms. Whilst Trinity believes the revised development
solution will significantly reduce the capital requirement prior to
first oil compared to the Echo Field Development Plan, Trinity
would need to secure third party financing to take a final
investment decision and fund the development.
In parallel to progressing the Galeota asset
development plan project, Trinity has assembled a pipeline of
investment projects across Trinity's assets including brownfield
development opportunities at the West Coast and onshore assets and
a portfolio of exploration and development prospects across
Trinity's PS-4, WD-2 and WD-5/6 assets, referred to as the
Hummingbird portfolio and the Buenos Ayres Block. The first
Hummingbird prospect, Jacobin-1, was drilled in H2 2023 and
confirmed the presence of oil in the Lower Cruse 1 and Lower Cruse
3 formations, demonstrating proof of concept that these deeper
horizons contain producible hydrocarbons. The Trinity Directors
believe that significant capital investment will be required to
realise the potential of the Hummingbird portfolio.
On 23 November 2023, Trinity received an
unsolicited, conditional non-binding proposal to acquire the issued
and to be issued share capital of Trinity from Touchstone and
following the execution of a confidentiality agreement, Touchstone
was provided access to due diligence information. Whilst the
Trinity Directors did not solicit an offer for Trinity, the Trinity
Directors regularly consider all options for delivering and
improving shareholder value and engaged Houlihan Lokey in October
2023 to assist in exploring strategic and financing alternatives
for the company.
Following a period of due diligence and
negotiation, Touchstone submitted a revised non-binding proposal to
acquire the entire issued and to be issued share capital of Trinity
at an increased value versus the initial proposal and have led to
Trinity and Touchstone agreeing a share exchange ratio of 1.5
Touchstone Shares per Trinity Share. The Trinity Directors consider
that the share exchange ratio represents an appropriate valuation
of Trinity and its future prospects and provides an opportunity for
Trinity Shareholders to benefit from the enhanced scale and
diversification the combined business will provide and
creates a compelling opportunity to combine two
businesses which share much in common.
In June 2023, Trinity announced a new capital
allocation policy which included the introduction of a modest
dividend with the intent for that to form part of a broader
distribution of operating cash flow to shareholders, depending on
realised oil prices. In view of the control premium offered by
Touchstone, the Trinity Directors have determined that a final
dividend should not be proposed at Trinity's 2024 annual general
meeting.
In considering the financial terms
of the Acquisition and determining whether they reflect an
appropriate valuation of Trinity and its future prospects, the
Trinity Directors took into account a range of factors including
that:
· the Acquisition
recognises the strength of the Trinity business and its future
prospects and will result in a combined business that is material
in scale with an enhanced ability to deliver growth in reserves,
production and cash flow for the benefit of both sets of
shareholders and local stakeholders;
· the terms of the
Acquisition represent an attractive premium of 71.9 per cent. to
the closing price on 30 April 2024 (being
the latest practicable date prior to the date of this
announcement);
· the terms of the
Acquisition represent a premium of approximately 55.4 per cent. to
the volume weighted average price for the three months to
30 April 2024 (being the latest
practicable date prior to the date of this
announcement);
· the terms of the
Acquisition represent a premium of approximately 13.6 per cent. to
the volume weighted average price for the nine months to
30 April 2024 (being the latest
practicable date prior to the date of this
announcement);
· the Acquisition
provides an opportunity for Trinity Shareholders to participate
fully in anticipated future value accretion;
· the likelihood of
broader appeal to a wider universe of potential investors, as the
increased size of the Combined Group should lead to increased share
liquidity across both the TSX and AIM; and
· the Acquisition
delivers greater potential upside and lower execution risk to
Trinity Shareholders than other options considered by the Trinity
Directors.
In considering the intention to
recommend the Acquisition to Trinity Shareholders, the Trinity
Directors have given due consideration to the intentions of
Touchstone for the Trinity Group's management and
employees.
The Trinity Directors acknowledge
that Touchstone is intending to undertake a full review of the
Trinity Group's business following the successful completion of the
Acquisition and note that the review may result in headcount
reductions within the Trinity Group and notes the potential
relocation and consolidation of the Trinity Group's headquarters
and headquarters function.
The Trinity Directors note
Touchstone's intention to integrate both businesses' portfolio of
assets into a combined corporate and operating structure and
welcome Touchstone's expectation that there will be no significant
changes to Trinity's field production operations as a
result.
The Trinity Directors also note that
Touchstone intends to seek operating cost benefits primarily
derived from the rationalisation of duplicated group functions and
costs such as technical, operational and support functions,
including those related to being a public company, and that this
may lead to headcount reductions. The Trinity Directors welcome
Touchstone's intention to safeguard the existing statutory and
contractual employments rights of Trinity employees and management
following completion of the Acquisition. The Trinity Directors also
acknowledge that Touchstone intends to align the terms and
conditions of employment of Trinity's employees with those of
Touchstone's existing employees in line with its own employment
policies.
Given that detailed integration
plans will still need to be finalised following the successful
completion of the Acquisition, the Trinity Directors are unable to
express a more detailed opinion on the impact of the Acquisition on
Trinity's management, employees and office locations.
The Trinity Directors further note
Touchstone's confirmation that it does not intend to create any
research and development functions and also notes that save as in
relation to Trinity's current head office location in San Fernando,
Touchstone has no firm plans to redeploy the fixed assets of
Trinity.
The Trinity Directors have
considered alternative strategic options for the future of the
Trinity business and the likelihood of successfully executing such
alternatives (including the likelihood of successfully raising new
capital for small cap oil and gas companies in the current market
environment). Having sought to negotiate deliverable alternative
proposals, the Trinity Directors believe that the Acquisition
represents a positive outcome for shareholders, the majority of
Trinity's employees as well as the Trinity Group's customers and
other stakeholders who will benefit from the opportunities provided
by a combination of Trinity with Touchstone given the two
businesses share a great deal in common. The Trinity Directors
consider Touchstone to be an appropriate custodian of Trinity as it
embarks on its next stage of growth and development as part of the
Combined Group.
5
Recommendation
The Trinity Directors, who have been so advised
by Houlihan Lokey as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to Trinity Directors, Houlihan Lokey has taken
into account the commercial assessments of the Trinity Directors.
In addition, the Trinity Directors consider the terms of the
Acquisition to be in the best interests of Trinity Shareholders as
a whole. Houlihan Lokey is providing independent financial advice
to the Trinity Directors for the purposes of Rule 3 of the
Code.
Accordingly, the Trinity Directors intend to
recommend unanimously that Trinity Shareholders vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed
at the General Meeting as those Trinity Directors who hold Trinity
Shares have irrevocably undertaken to do in respect of their own
beneficial holdings of 464,463 Trinity Shares representing, in
aggregate, approximately 1.2 per cent. of the existing issued
ordinary share capital of Trinity in issue on 30 April 2024
(excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.
6
Irrevocable undertakings
As noted above, Touchstone has received
irrevocable undertakings from each of the Trinity Directors who
hold Trinity Shares to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting,
in respect of a total of 464,463 Trinity Shares, representing
approximately 1.2 per cent. of the existing issued ordinary share
capital of Trinity on 30 April 2024 (excluding any Trinity Shares
held in treasury) being the latest practicable date prior to the
date of this announcement.
Touchstone has also received irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting from
Trinity Shareholders in respect of a total of 14,618,881 Trinity
Shares representing, in aggregate, approximately 37.7 per cent. of
Trinity's existing issued ordinary share capital on 30 April 2024
(excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.
Touchstone has therefore received irrevocable
undertakings in respect of a total of 15,083,344 Trinity Shares
representing, in aggregate, approximately 38.9 per cent. of
Trinity's existing issued ordinary share capital in issue on 30
April 2024 (excluding any Trinity Shares held in treasury) being
the latest practicable date prior to this announcement.
7
Information on Touchstone
Touchstone is an oil and natural gas
exploration and production company active in the Republic of
Trinidad and Tobago. Touchstone is one of the largest independent
oil producers in Trinidad, with assets in several reservoirs that
have an extensive internally estimated inventory of oil and natural
gas development and exploration opportunities.
In the first quarter of 2024, Touchstone
achieved average daily net oil and gas sales volumes of 7,015
boe/d, and for calendar 2024 has guided to average daily production
of between 9,100 and 9,700 boe/d, which is expected to generate
funds flow from operations of US$32 million. Touchstone had in
place proved plus probable gross reserves at its Trinidad oil and
gas properties of 67.4 Mboe at 31 December 2023.
Touchstone's shares are admitted to trading on
TSX and the AIM market of the London Stock Exchange. Touchstone's
current market capitalisation is £96.6 million as at 30 April 2024
(being the latest practicable date prior to this
announcement).
8
Information on Trinity
Trinity is an AIM quoted independent oil
production company focused solely on Trinidad and Tobago. Trinity
operates producing and development assets both onshore and
offshore, in the shallow water West and East Coasts of
Trinidad.
In 2023 Trinity produced 2,790 bopd (net) to
Trinity. As at 31 December 2023, management's estimate of the
Trinity Group's proved plus probable Reserves was 12.91 MMBbls.
Trinity Group 2C Contingent Resources are estimated to be 38.68
MMBbls as announced by Trinity in its 2023 year-end reserves update
on 15 April 2024.
Trinity operates seven onshore oil leases from
which it produced 1,495 bopd in 2023, accounting for 54 per cent.
of the Trinity Group's net production. Trinity actively manages its
onshore asset portfolio in order to optimise production and
mitigate declines through the application of workover activities,
well recompletions, well swabbing and infill drilling.
In June 2023, Trinity was advised by the
Ministry of Energy and Energy Industries that its application for
the Buenos Ayres block, onshore Trinidad has been successful. The
Buenos Ayres block is largely undrilled and therefore represents an
opportunity to unlock new oil reserves through exploration and
appraisal activities. An environmental impact assessment, required
prior to commencing drilling activities, is currently
ongoing.
Trinity's west coast assets, the Point
Ligoure-Guapo Bay-Brighton Marine ("PGB") and Brighton Marine
("BM") licences, are
located offshore and produced 353 bopd (net to Trinity) during
2023, 13 per cent. of the Trinity Group's net production. Trinity
acquired its interests in the BM PGB and licences in 1999 and 2012
respectively.
Trinity has been operating and producing off
the East Coast of Trinidad since 2013 under the Galeota Block.
Trinity currently produces oil from three platforms in the Trintes
Field which resides within the Galeota Block. Net production from
the Trintes Field in 2023 was 943 bopd, representing 34 per cent.
of the Trinity Group's production over the period.
In addition to the producing reserve base, the
Galeota Block contains 31.31 MMBbls of undeveloped 2C resources
which represent a potential opportunity to increase the future
production from the Galeota Block.
As at 31 December 2023 Trinity had a cash
balance of US$9.8 million including drawn borrowings of US$4.0
million. As previously disclosed, Trinity expects to report
operating cashflow for the 12-month period ending 31 December 2023
of between US$10 million to US$12 million. The Trinity Group
directly employed 281 employees as at 31 December 2023. For
the year ended 31 December 2022, Trinity reported a profit before
tax of US$2.5 million and as at 30 June 2023 it had net assets of
US$56.5 million.
Trinity's registered office is in Leeds, and
its principal office is located in San Fernando in Trinidad, where
the majority of its employees are based and where its operational
plans are formulated and executed. Trinity also has employees based
in Reading and Edinburgh.
9
Trinity Profit Estimates
On 27 April 2023, 20 July 2023, 23 October 2023
and 11 January 2024, Trinity published quarterly updates which
contained statements regarding the unaudited EBITDA generated by
Trinity for the corresponding quarterly periods, which taken
together result in an annual EBITDA figure for the 12 months ended
31 December 2023 of US$18.5 million.
On 26 April 2024, Trinity published a Q1 2024
update which contained a statement regarding the unaudited EBITDA
of US$4 million generated by Trinity for the corresponding
quarterly period.
The statements constitute ordinary course
profit estimates for Trinity within the meaning of Note 2 on Rule
28.1 of the Code (the "Trinity
Profit Estimates").
Basis of preparation and
assumptions
The Trinity Profit Estimates are based on the
unaudited management accounts of the Trinity Group for the 12-month
period ended 31 December 2023 and 3-month period ended 31 March
2024. The Trinity Profit Estimates have been prepared in accordance
with Alternative Performance Measure guidelines used by the Trinity
Group to measure business performance. The Trinity Profit Estimates
are not based on any assumptions.
Trinity Directors'
confirmation
The Trinity Directors have considered the
Trinity Profit Estimates and confirm that the Trinity Profit
Estimates remain valid as at the date of this announcement. The
Trinity Directors confirm that the Trinity Profit Estimates have
been properly compiled in the manner stated in this paragraph 9 and
that the basis of accounting used is consistent with Trinity's
accounting policies, which are in accordance with IFRS and are
those that Trinity applied in preparing its annual report and
accounts for the 12-month period ended 31 December 2022.
10 Strategic
plans for Trinity, its Directors, management, employees and
locations
Touchstone's strategic plans for
Trinity
Touchstone believes that the Acquisition
complements Touchstone's existing operations by adding further oil
producing and exploration and development assets in Trinidad into
Touchstone's overall asset base. Touchstone intends to integrate
Touchstone's and Trinity's portfolio of assets into a combined
corporate and operating structure to best manage the producing
assets, and the development and exploration portfolio, and expects
that there will be no significant changes to Trinity's field
production operations as a result.
Touchstone believes that the Combined Group
will provide opportunities for the management and employees of both
companies, as enhanced growth prospects will be presented from the
combination of the two companies. Touchstone recognises and holds
in high regard the skills of Trinity's employees in operating
Trinity's offshore and onshore asset base in Trinidad and it
expects that Trinity's field operating teams will continue to
operate its current producing assets.
Touchstone has been granted access to Trinity's
Board and executive management team for the purposes of a limited
due diligence exercise. As both Touchstone and Trinity have an
existing key operational and corporate presence in Trinidad,
including offices, Touchstone believes that there is likely to be
overlap in some technical, operations supervision, central and
support functions and property lease costs. However, Touchstone has
not yet had access to sufficiently detailed information to
formulate detailed plans or intentions regarding the impact of the
Acquisition on Trinity and how the assets of the Combined Group
will be integrated and managed at an operational and divisional
level.
Consequently, following completion of the
Acquisition, Touchstone intends to complete a detailed review to
determine an integration plan and the optimal operating and
divisional structure for the Combined Group, which it expects will
consider and confirm the potential to consolidate business and
operating locations and the extent of duplication of functions.
Touchstone expects that this will be completed within six months of
the Effective Date.
Employees, management and
pensions
Touchstone attaches importance to the skills
and experience of Trinity's employees and believes there is a
strong understanding of the sector, geology, asset base and
operating environment within the Trinity organisation. Touchstone
recognises the significant contribution made by Trinity's employees
to Trinity's development to date and the contribution they can
continue to have to the long-term success of the Combined Group
moving forward. Touchstone therefore intends to build the combined
business by drawing on upon the best blend of skills and experience
of both Trinity's and Touchstone's employees.
In the context of the post-closing review
referred to above, Touchstone believes that identifying and
retaining key staff from both businesses is of paramount importance
to support the combined group going forwards and intends to work
collaboratively with Trinity to ensure that an appropriate balance
of skills and functions across the Combined Group is
maintained.
As set out above, Touchstone expects that
Trinity's field operating teams will continue to operate its
current producing assets. Touchstone's preliminary desktop
synergies analysis indicates that there will be a level of
duplication within technical, operations supervision, central,
management and support functions as well as those relating to
Trinity being an AIM quoted company. Touchstone therefore expects,
pending completion of its post-closing review, that in those
specific areas there may be headcount reduction in order to
eliminate duplication of roles and create a single central,
technical, operational, management and administrative support
function for the Combined Group, to realise potential synergies
going forwards and create an appropriate fixed overhead base.
Whilst the extent of the headcount reduction will depend on the
results of the post-closing review, Touchstone's current
expectation is that in these functions, headcount reductions could
represent between approximately 30 per cent and 40 per cent of
Trinity's employees and management. In the context of the
post-closing review referred to above, any specific proposals as to
restructuring of operations and functions would only be confirmed
after this review has been completed. Any headcount reduction would
take place following consultation with employees and/or their
representatives as required by law and some reduction in headcount
may arise from natural attrition.
Save as set out above, Touchstone has no
intention to make any material change to the balance of skills and
functions of the employees and management of the Combined Group.
Following completion of the Acquisition, Touchstone intends to
align the terms and conditions of employment of Trinity's employees
with those of Touchstone's existing employees in line with its own
employment policies.
Touchstone confirms that it intends to fully
safeguard the existing contractual and statutory employment rights
of all of Trinity's management and employees in accordance with
applicable law.
Trinity does not operate or contribute to any
defined benefit pension schemes in respect of its
employees.
Board of directors of the Combined
Group
It is intended that, following completion of
the Acquisition, each executive director and each non-executive
director of Trinity will resign from the Trinity Board with
immediate effect.
Incentivisation
arrangements
Following the Acquisition becoming Effective,
Touchstone intends to review Trinity's management, governance and
incentive structures. Touchstone has not entered into and has not
had discussions concerning any form of incentivisation arrangements
with members of Trinity's management, but may have discussions and
enter into such discussions for certain members of Trinity's
management team following the Effective Date.
Locations, headquarters, research and
development and fixed assets
Consistent with Touchstone's plan to combine
and integrate Trinity and Touchstone following the completion of
the Acquisition to reduce duplicated costs, in due course
Touchstone expects to consolidate the two businesses' office
locations in Trinidad. Whilst no detailed plans have yet been made
concerning lease arrangements, Touchstone expects Trinity's current
head office location in San Fernando would be consolidated into
Touchstone's future Trinidad head office in San Fernando (which is
currently under construction) with employees migrated to this
location within three months of the Effective Date in order to
reduce lease expenses. Touchstone also expects a consolidation of
the two businesses' field offices into Trinity's field office with
the relevant employees migrated to that location within three
months of the Effective Date. Touchstone will consider the most
appropriate timing and strategy for the consolidation of these
locations as part of its post-closing review, as set out
above.
Trinity does not have a research and
development function and Touchstone has no plans in this
regard.
Any potential redeployment of Trinity's fixed
assets will be covered by Touchstone's post-closing review. Pending
the outcome of the post-closing review exercise, save as set out
above in relation to Trinity's current head office location in San
Fernando, Touchstone has no firm plans to redeploy the fixed assets
of Trinity.
Trading facilities
Trinity Shares are currently traded on AIM and
a request will be made to the London Stock Exchange to cancel the
admission to trading on AIM of Trinity Shares, to take effect from
or shortly after the Effective Date. As stated in paragraph 17,
dealings in Trinity Shares are expected to be suspended prior to
the Effective Date and thereafter there will be no trading
facilities in relation to Trinity Shares.
No statements in this paragraph 10 are intended
to be (nor should they be considered to be) "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
11 Touchstone
Current trading
Touchstone announced in its Annual Financial
and Operating Results statement on 21 March 2024 that since 31
December 2023 it had safely and successfully drilled and cased the
Cascadura-2 delineation well on the Ortoire block and spudded the
CO-374 well. In its operational update on 10 April 2024, Touchstone
announced the drilling results of the Cascadura-3 delineation well,
as well as the results of the drilling and casing of the CO-374
well and the spudding of the CO-375 well, with drilling operations
currently underway.
On 22 April 2024, Touchstone announced the
closing of an additional US$10 million five-year non-revolving term
loan facility and an increase to its existing revolving loan
facility borrowing capacity.
Touchstone's 2024 capital program is
progressing as planned with a primary focus on Cascadura field
drilling, CO-1 infill well drilling and road and pipeline
construction to tie-in the Cascadura development wells to
Touchstone's natural gas facility. Touchstone continues to expect
that the majority of the estimated new production from the current
capital activity is expected to be weighted to the fourth quarter
of 2024, following the expected testing of the Cascadura-2 and
Cascadura-3 wells in the third quarter of 2024 and Touchstone
continues to maintain its preliminary 2024 guidance announced on 19
December 2023.
12 Trinity Share
Plan
Participants in the Trinity Share Plan will be
contacted regarding the effect of the Acquisition on their rights
under the Trinity Share Plan and appropriate proposals will be made
to such participants in due course.
13
Dividends
If, on or after the
date of this announcement and on or prior to the Effective Date,
any dividend, distribution, or other return of
value is declared, made or paid, or becomes payable by
Trinity, the Acquisition Consideration
shall be reduced accordingly. In such circumstances, Trinity
Shareholders shall be entitled to retain any such dividend,
distribution, or other return of value declared, made, or paid. In
view of the control premium offered by Touchstone, the Trinity
Directors have determined that a final dividend should not be
proposed at Trinity's 2024 annual general meeting.
14 Offer-related
arrangements
Confidentiality
Agreement
Touchstone and Trinity have entered into a
mutual confidentiality agreement dated 5 December 2023 pursuant to
which each of Touchstone and Trinity has undertaken, amongst other
things, to: (i) keep confidential information relating to the
Acquisition and the other party and not to disclose it to third
parties (other than certain permitted parties) unless required by
law or regulation; and (ii) use the confidential information for
the sole purpose of discussing the potential
Acquisition.
Co-operation Agreement
Touchstone and Trinity have entered into a
Co-operation Agreement pursuant to which:
· Touchstone has
agreed to use all reasonable efforts to implement the Acquisition
substantially in the form contemplated by this
announcement;
· Touchstone has
agreed to be primarily responsible for contacting and corresponding
with the relevant regulatory authorities in relation to the
Regulatory Conditions with a view to satisfying the Regulatory
Conditions as soon as reasonably practicable (so as to enable the
Acquisition to occur by the Long-stop Date), subject to Trinity
consulting and updating Touchstone to a reasonable
extent;
· Trinity and
Touchstone have agreed to certain customary undertakings to
co-operate in relation to such Regulatory Conditions;
· Touchstone has
agreed to provide Trinity with certain information as may be
reasonably requested and is required for the Scheme Document;
and
· Touchstone has
agreed to provide certain customary undertakings in relation to the
conduct of its business during the course of the offer
period.
The Co-operation Agreement records the
intention of Trinity and Touchstone to implement the Acquisition by
way of the Scheme, subject to Touchstone's right to switch to a
Takeover Offer in certain circumstances. Trinity and Touchstone
have agreed to certain customary provisions if the Scheme should
switch to a Takeover Offer.
The Co-operation Agreement also contains
certain provisions that shall apply in respect of the Trinity Share
Plan.
The Co-operation Agreement shall be terminated
with immediate effect:
· if Trinity and
Touchstone so agree in writing at any time prior to the Effective
Date;
· if this
announcement is not released at or before 8:00 a.m. on 1 May 2024
(unless otherwise agreed between Trinity and Touchstone prior to
that time);
· upon service of
written notice by Touchstone to Trinity if: (i) prior to the
Long-stop Date, a third party announces a firm intention to make an
offer or revised offer for Trinity which is publicly recommended by
the Trinity Directors; (ii) the Trinity Directors change their
recommendation in certain circumstances; or (iii) prior to the
Long-stop Date, a competing proposal completes, becomes effective
or is declared or becomes unconditional;
· upon service of
written notice by Trinity to Touchstone if: (i) the Trinity
Directors change their recommendation in certain circumstances; or
(ii) a competing proposal completes, becomes effective or is
declared or becomes unconditional;
· upon service of
written notice by Touchstone to Trinity if the Acquisition is being
implemented by way of the Scheme and the Court Meeting, Trinity
General Meeting and/or the Court Hearing is not held on or before
the 22nd day after the expected date set out in the Scheme Document
(or such later date as agreed by Trinity and Touchstone and allowed
by the Court, if required);
· upon written
notice by either party to the other if: (i) the Scheme is not
approved by the requisite majority of Trinity Shareholders at the
Court Meeting or the Trinity resolutions are not passed by the
requisite majority of Trinity Shareholders at the Trinity General
Meeting; (ii) the Court refuses to sanction the Scheme
definitively; or (iii) prior to the Long-stop Date, a third party
announces a firm intention to make an offer for Trinity which
completes, becomes effective or is declared or becomes
unconditional in all respects;
· upon service of
written notice by Touchstone to Trinity stating that a Condition
has been invoked by Touchstone (where the invocation of the
relevant Condition has been permitted by the Panel) and such
Condition is incapable of waiver or satisfaction by the Long-stop
Date;
· if the
Acquisition is withdrawn, lapses or terminates on or prior to the
Long-stop Date other than: (i) as a result of Touchstone's right to
switch to a Takeover Offer; or (ii) it is otherwise to be followed
within five Business Days by a Rule 2.7 announcement made by
Touchstone by a different offer or scheme on substantially the same
or improved terms; or
· unless otherwise
agreed by the parties in writing or required by the Panel, on the
Effective Date, if it has not occurred on or before the Long-stop
Date.
15 New Touchstone
Shares and fractional entitlements
The New Touchstone Shares will, when issued, be
fully paid and non-assessable common shares in the capital of
Touchstone and holders thereof will have the same rights and
privileges, in all respects with regards to such New Touchstone
Shares, as the holders of Touchstone Shares in issue at the date of
this announcement.
Shares of non-UK companies (such as Touchstone)
cannot be held and transferred directly into the CREST system.
Holders of Trinity Shares who hold their Trinity Shares in
uncertificated form (that is, in CREST) will be entitled to
Touchstone Depository Interests, representing the New Touchstone
Shares to which the relevant Trinity Shareholder is entitled under
the terms of the Acquisition. The Touchstone Depository Interests
can be held and transferred through the CREST system. It is
expected that the Touchstone Shares in relation to the Touchstone
Depository Interests will trade on AIM under ISIN CA89156L1085 in
the same way as existing Touchstone Shares.
Fractions of New Touchstone Shares will not be
issued pursuant to the Acquisition. Entitlements to New Touchstone
Shares pursuant to the Acquisition will be rounded down to the
nearest whole number of New Touchstone Shares.
Fractional entitlements to New Touchstone
Shares will be aggregated and allotted and issued to a nominee
appointed by Touchstone and such shares will then be sold in the
market and the net proceeds of sale will be distributed in due
proportion to the Trinity Shareholders entitled to them. However,
where any one Trinity Shareholder's entitlement is £3.00 or less,
such Trinity Shareholder's entitlement will not be paid to them but
will be retained for the benefit of the Combined Group.
16 Structure of
and Conditions to the Acquisition
It is intended that the Acquisition will be
effected by means of a Court-approved scheme of arrangement between
Trinity and Trinity Shareholders under Part 26 of the Companies Act
although Touchstone reserves the right to implement the Acquisition
by means of a Takeover Offer (subject to Panel consent and in
accordance with the terms of the Co-operation
Agreement).
The purpose of the Scheme is to provide for
Touchstone to become the holder of the entire issued and to be
issued ordinary share capital of Trinity. This is to be achieved by
the transfer of the Trinity Shares to Touchstone, in consideration
for which the Trinity Shareholders shall receive the New Touchstone
Shares on the basis set out in paragraph 2 of this
announcement.
The Acquisition shall be subject to the
Conditions and further terms set out below and in Appendix I to
this announcement and to be set out in the Scheme Document and
shall only become Effective, if, among other things, the following
events occur on or before 11.59 p.m. on the Long-stop
Date:
(a) the approval of the
Scheme by a majority in number of the Trinity Shareholders who are
present and vote, whether in person or by proxy, at the Court
Meeting and who represent 75 per cent. in value of the Trinity
Shares voted by those Trinity Shareholders;
(b) the resolutions required to approve
and implement the Scheme being duly passed by Trinity Shareholders
representing the requisite majority or majorities of votes cast at
the General Meeting (or any adjournment thereof);
(c) the receipt or waiver of anti-trust
clearances in Trinidad and Tobago;
(d) insofar as the Acquisition requires
such approval, the receipt of consent from the Minister;
(e) the Regulatory Conditions;
(f) the approval of the Scheme by
the Court (with or without modification but subject to any
modification being on terms acceptable to Trinity and
Touchstone);
(g) the delivery of a copy of the Court
Order to the Registrar of Companies; and
(h) Admission becoming
effective.
The Scheme will lapse if:
· the Court Meeting
and the General Meeting are not held by the 22nd day after the
expected date of such meetings to be set out in the Scheme Document
in due course (or such later date as may be agreed between
Touchstone and Trinity);
· the Court Hearing
is not held by the 22nd day after the expected date of such hearing
to be set out in the Scheme Document in due course (or such later
date as may be agreed between Touchstone and Trinity);
or
· the Scheme does
not become Effective by no later than 11.59 p.m. on the Long-stop
Date,
provided, however, that the deadlines for the timing
of the Court Meeting, the General Meeting and the Court Hearing as
set out above may be waived by Touchstone, and the deadline for the
Scheme to become Effective may be extended by agreement between
Trinity and Touchstone.
Given the
material importance of Trinity's operating assets in the context of
the Acquisition, and the Heritage Consents and Waivers in that
regard, Trinity Shareholders should be aware that, if any
Regulatory Condition is not satisfied, it would be Touchstone's
intention to seek the Panel's consent to invoke the relevant
Regulatory Condition to cause the Acquisition to
lapse.
Subject to satisfaction (or waiver, where
applicable) of the Conditions, the Scheme is expected to become
Effective before the end of Q3 2024.
The Acquisition does not require the approval
of Touchstone's Shareholders.
Upon the Scheme becoming Effective, it will be
binding on all Trinity Shareholders, irrespective of whether or not
they attended or voted at the Court Meeting or the General
Meeting.
Further details of the Scheme, including an
indicative timetable for its implementation, will be set out in the
Scheme Document which shall be distributed to Trinity Shareholders
(along with the Forms of Proxy for use in connection with the Court
Meeting and the General Meeting) in due course.
17 Listing of New
Touchstone Shares and De-listing of Trinity Shares and
re-registration
Application will be made to the London Stock
Exchange and TSX for Admission of the New Touchstone Shares. It is
expected that Admission will become effective and dealings for
normal settlement in the New Touchstone Shares will commence at or
shortly after 8.00 a.m. on the first Business Day following the
Effective Date.
Prior to the Scheme becoming Effective,
application will be made by Trinity for the cancellation of trading
of the Trinity Shares on the AIM market of the London Stock
Exchange, in each case to take effect on or shortly after the
Effective Date. The last day of dealings in Trinity Shares is
expected to be the Business Day immediately prior to the Effective
Date and no transfers shall be registered after 6.00 p.m. on that
date.
On the Effective Date, share certificates in
respect of Trinity Shares shall cease to be valid and entitlements
to Trinity Shares held within the CREST system shall be
cancelled.
It is also proposed that, following the
Effective Date and after its shares are de-listed, Trinity shall be
re-registered as a private limited company.
18 Disclosure of
Interests in Trinity
Save in respect of the irrevocable undertakings
referred to in paragraph 6 above, as at the close of business on 30
April 2024 (being the last practicable
date prior to the date of this announcement) neither
Touchstone, nor any of its directors, nor, so far as
Touchstone is aware, any person acting in concert (within the
meaning of the Code) with it has neither:
(i) any
interest in or right to subscribe for any relevant securities of
Trinity;
(ii)
any short positions in respect of relevant Trinity Shares (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery;
(iii) any
Dealing Arrangement, in relation to Trinity Shares or in relation
to any securities convertible or exchangeable into Trinity Shares;
or
(iv)
borrowed or lent any relevant Trinity Shares (including, for these
purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Code), save for any borrowed shares which had been either on-lent
or sold.
'Interests in securities' for these purposes
arise, in summary, when a person has long economic exposure,
whether absolute or conditional, to changes in the price of
securities (and a person who only has a short position
in securities is not treated as interested in those
securities). In particular, a person shall be treated
as having an 'interest' by virtue of the ownership, voting rights
or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to,
securities.
It has not been practicable for Touchstone to
make enquiries of all of its concert parties in advance of the
release of this announcement. Therefore, all relevant details in
respect of Touchstone's concert parties shall be included in the
Opening Position Disclosure in accordance with Rule 8.1(a) and Note
2(a)(i) on Rule 8 of the Code.
19
General
Touchstone reserves the right to
elect (with the consent of the Panel and in accordance with the
terms of the Co-operation Agreement) to implement the Acquisition
by way of a Takeover Offer for the Trinity Shares as an alternative
to the Scheme. In such event, the Takeover Offer shall be
implemented on the same terms, so far as
applicable, as
those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition
set at a level permitted by the Panel.
The Acquisition shall be made subject to the
Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Scheme Document. The bases
and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement. A
summary of the irrevocable undertakings given in relation to the
Acquisition is contained in Appendix III to this announcement.
Certain terms used in this announcement are defined in Appendix IV
to this announcement.
The Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and the General Meeting will be distributed to Trinity Shareholders
(along with the Forms of Proxy for use in connection with the Court
Meeting and the General Meeting) in due course. The Scheme Document
and Forms of Proxy shall be made available to all Trinity
Shareholders at no charge to them.
Houlihan Lokey, SPARK, Shore Capital
and Canaccord Genuity have each given and not withdrawn their
consent to the publication of this announcement with the inclusion
herein of the references to their names in the form and context in
which they appear.
20 Documents
available on website
Copies of the following documents will be made
available on Touchstone's and Trinity's websites at https://www.touchstoneexploration.com/trinity-acquisition
and www.trinityexploration.com/investors/ respectively until the
Effective Date:
·
this announcement;
·
the Confidentiality Agreement;
·
the Co-operation Agreement;
·
the irrevocable undertakings referred to in paragraph 6 above
and summarised in Appendix III to this announcement; and
·
the consent letters from Houlihan Lokey, SPARK, Shore Capital
and Canaccord Genuity referred to in paragraph 19 above.
Enquiries:
Touchstone
|
|
Paul Baay, President and Chief
Executive Officer
Brian Hollingshead, Vice President
Engineering and Business Development
John Wright, Chair of the Board of
Directors
|
+1 403 750
4487
|
Shore Capital (Lead Financial Adviser,
Nominated Adviser and Joint Corporate Broker to
Touchstone)
|
Daniel Bush
Toby Gibbs
Tom Knibbs
|
+44 (0)20
7408 4090
|
Canaccord Genuity Limited (Co-Financial
Adviser, and Joint Corporate Broker to Touchstone)
|
Adam James
Ana Ercegovic
|
+44 (0)20
7523 8000
|
FTI Consulting (PR Adviser to
Touchstone)
|
|
Ben Brewerton
Nick Hennis
|
+44 (0) 20
3727 1000
|
|
|
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
|
Norton Rose Fulbright LLP is acting
as legal adviser to Touchstone, and Pinsent Masons LLP is acting as
legal adviser to Trinity, in connection with the
Acquisition.
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.
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.
Further
information
This
announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise.
The
Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer,
any document by which the Takeover Offer is made) which, together
with the Forms of Proxy, will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition.
This
announcement has been prepared for the purpose of complying with
English law 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 England and Wales. The Acquisition will be
subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange, the TSX and the Financial Conduct
Authority.
Trinity will
prepare the Scheme Document to be distributed to Trinity
Shareholders. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document
(or, in the event that the Acquisition is to be implemented by
means of a Takeover Offer, the Offer Document), which, together
with the Forms of Proxy, will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Trinity Shareholders are advised to read the
Scheme Document (including the related Forms of Proxy) (and/or, in
the event that the Acquisition is to be implemented by way of a
Takeover Offer, the Offer Document) carefully once these become
available because they will contain important information in
relation to the Acquisition, the New Touchstone Shares and the
Combined Group. Any vote in respect of resolutions to be proposed
at the General Meeting, and any decision in respect of the Scheme
or other response in relation to the Acquisition by Trinity
Shareholders should be made only on the basis of the information
contained in the Scheme Document (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document).
This
announcement contains inside information in relation to each of
Trinity and Touchstone for the purposes of Article 7 of the Market
Abuse Regulation. The person responsible for making this announcement
on behalf of Trinity is Jeremy Bridglalsingh, Chief
Executive Officer and the person responsible for making this
announcement on behalf of Touchstone is Paul Baay,
President and Chief Executive Officer.
This
announcement does not constitute a prospectus or prospectus
exempted document. The New Touchstone Shares are not being offered
to the public by means of this announcement.
Touchstone reserves the right to elect (with the consent of
the Panel and subject to the terms of the Co-operation Agreement)
to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Takeover Offer will
be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to
appropriate amendments to reflect the change in structure by which
the Acquisition is to be implemented and compliance with all
applicable laws.
Overseas
shareholders
The release,
publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless
otherwise determined by Touchstone or required by the Code, and
permitted by applicable law and regulation, the Acquisition shall
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 within
a 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 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
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) 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.
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. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The New
Touchstone Shares may not be offered, sold or delivered, directly
or indirectly, in, into or from any Restricted Jurisdiction or to,
or for the account or benefit of, any Restricted Overseas Persons
except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those
jurisdictions.
Additional
Information for Trinity Shareholders Resident in the United
States
Trinity
Shareholders resident in the United States should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, Touchstone
exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Any
such Takeover Offer would be made in the United States by
Touchstone and no one else.
Financial
information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting
standards under UK-adopted international accounting standards and
in accordance with International Financial Reporting Standards
("IFRS") and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United
States.
The New
Touchstone Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States absent registration under the
US Securities Act, or pursuant to an exemption from such
registration requirements and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. It is expected that the New Touchstone Shares will be
issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. Securities issued pursuant to the Scheme will not be
registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from
the registration requirements of the securities laws of such state.
Shareholders who will be "affiliates" (within the meaning of the US
Securities Act) of Trinity or Touchstone prior to, or of Touchstone
after, the Effective Date will be subject to certain US transfer
restrictions relating to the New Touchstone Shares received
pursuant to the Scheme. For the purpose of qualifying for the
exemption provided by Section 3(a)(10) of the US Securities Act,
Touchstone will advise the Court that its sanctioning of the Scheme
will be relied on by Touchstone for the purposes of a Section
3(a)(10) exemption following a hearing on the fairness of the terms
and conditions of the Scheme to Trinity Shareholders at which all
Trinity Shareholders are entitled to appear in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification is given to all Trinity
Shareholders.
Touchstone
and Trinity are each organised and located in a non-US jurisdiction
and some or all of their officers and directors may be residents of
a non-US jurisdiction. It may therefore be difficult for holders of
Trinity Shares located in the United States to enforce their rights
and any claim arising out of US securities law. It may not be
possible to sue Touchstone and Trinity (or their officers and
directors) in a non-US court for violations of US securities laws.
Furthermore, it may be difficult to compel Touchstone and Trinity
and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The receipt
of New Touchstone Shares by shareholders of Trinity in the United
States as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local income, franchise or transfer, as well as
foreign and other, tax laws. Each Trinity Shareholder (including
holders located in the United States) is urged to consult its
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to
them.
In accordance
with normal UK practice and to the extent permitted under Rule
14e-5(b) of the US Exchange Act, Touchstone, certain affiliated
companies and their nominees or brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, Trinity Shares outside of the United States, other than
pursuant to the Acquisition, until the Effective Date, lapses or is
otherwise withdrawn. If such purchases or arrangements to purchase
were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including English law, the Code and
the US Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
https://www.londonstockexchange.com/.
This
announcement does not constitute or form a part of any offer to
sell or issue, or any solicitation of any offer to purchase,
subscribe for or otherwise acquire, any securities in the United
States.
Neither the
US Securities and Exchange Commission nor any securities commission
of any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed
upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Additional Information for Trinity
Shareholders Resident in Canada
Trinity
Shareholders resident in the Canada should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under Canadian
securities law. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of Canadian securities laws. If, in the future,
Touchstone exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the Takeover Offer
into Canada, the Acquisition will be made in compliance with
applicable Canadian securities laws or pursuant to an exemption
therefrom.
This
announcement contains references to certain financial measures,
including some that do not have any standardized meaning prescribed
by IFRS and that may not be comparable to similar measures
presented by other companies or entities. These financial measures
include funds flow from operations. See page 48 of Touchstone's
2023 Annual Management's Discussion and Analysis dated 20 March
2024 for detailed reconciliations of non-IFRS financial
measures.
The
enforcement by Trinity Shareholders in Canada of civil liabilities
under the Canadian securities laws may be affected adversely by the
fact that Trinity is incorporated or organized under the laws of a
jurisdiction other than Canada, that some or all of Trinity's and
Touchstone's officers and directors may be residents of countries
other than Canada, and that all or a substantial portion of the
assets of Touchstone and Trinity are located outside Canada. It may
therefore be difficult for holders of Trinity Shares located in
Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Trinity, or
the officers and directors of Touchstone and Trinity) in a
non-Canadian court for violations of Canadian securities laws.
Furthermore, it may be difficult to compel Trinity and its
affiliates to subject themselves to the jurisdiction or judgment of
a Canadian court.
Trinity
Shareholders residing in Canada should be aware that the
Acquisition described in the Scheme Document may have tax
consequences in Canada and should consult their own tax advisors to
determine the particular tax consequences to them of the
Acquisition in light of their particular circumstances, as well as
any tax consequences that may arise under the laws of any other
relevant foreign, state, local or other taxing
jurisdiction.
In accordance
with normal UK practice Touchstone, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase,
Trinity Shares, other than pursuant to the Acquisition, until the
Effective Date, lapses or is otherwise withdrawn. If such purchases
or arrangements to purchase were to be made they would occur either
in the open market at prevailing prices or in private transactions
at negotiated prices and comply with applicable law, including
English law and the Code. Any information about such purchases will
be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
https://www.londonstockexchange.com/.
This
announcement does not constitute or form a part of any offer to
sell or issue, or any solicitation of any offer to purchase,
subscribe for or otherwise acquire, any securities in
Canada. Any
offers, solicitations or offers to buy, or any sales of securities
will be made in accordance with registration and other requirements
under applicable law.
No securities
commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this
announcement or the merits of the securities described herein, and
any representation to the contrary is an offence.
Product Type
Disclosures
This
announcement includes references to crude oil, natural gas liquids,
natural gas, and average daily production volumes of Touchstone.
Under National Instrument 51-101 Standards of Disclosure for Oil
and Gas Activities ("NI
51-101"), disclosure of production volumes should include
segmentation by product type as defined in the instrument. In this
announcement, in respect of Touchstone's production volumes,
references to "crude oil" refer to "light crude oil and medium
crude oil" and "heavy crude oil" combined product types; references
to "natural gas liquids" refer to condensate; and references to
"natural gas" refer to the "conventional natural gas" product type,
all as defined in the instrument.
For
information regarding specific product disclosures in accordance
with NI 51-101, please refer to the "Advisories - Product Type
Disclosures" section in Touchstone's most recent Management's
discussion and analysis accompanying Touchstone's audited
consolidated financial statements dated 31 December
2023.
Use of a
Standard
The oil and
natural gas reserves contained herein of Touchstone have generally
been prepared in accordance with Canadian disclosure standards,
which are not comparable in all respects to other foreign
disclosure standards.
Oil and
natural gas reserves of Touchstone in Trinidad disclosed or
referenced herein are based on the independent reserve evaluation
prepared by GLJ Ltd. dated February 29, 2024 with an effective date
of 31 December 2023 (the "Reserves
Report"), which was prepared in accordance with NI 51-101
and the Canadian Oil and Gas Evaluation Handbook ("COGE"). The disclosure herein
highlights certain information contained in the Reserves Report but
represents only a portion of the disclosure required under NI
51-101. Full disclosure and related advisories with respect to
Touchstone's reserves as at 31 December 2023 are included in
Touchstone's 2023 Annual Information Form dated 20 March
2024.
Oil and
natural gas reserves of Trinity disclosed or referenced herein are
estimates which were prepared by management. Trinity's disclosure
was not prepared in accordance with NI 51-101 and COGE, nor
evaluated by an independent qualified reserves evaluator or
auditor.
Where
applicable, natural gas has been converted to barrels of oil
equivalent (boe) based on six thousand cubic feet to one barrel
(bbl) of oil. The barrel of oil equivalent rate is based on an
energy equivalent conversion method primarily applicable at the
burner tip and given that the value ratio based on the current
price of crude oil as compared to natural gas is significantly
different than the energy equivalency of the 6:1 conversion ratio,
utilizing the 6:1 conversion ratio may be misleading as an
indication of value. This conversion factor is an industry accepted
norm and is not based on either energy content or
prices.
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 Touchstone
or Trinity. Forward-looking statements are
predictive in nature, depend upon or refer to future events or
conditions, or include words such as "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.
These
statements may include, without limitation, statements regarding:
Touchstone's 2024 annual guidance, Touchstone's intention to
acquire the entire issued and to be issued ordinary share capital
of Trinity; the intended recommendation of the Trinity Directors to
the Trinity Shareholders; expectations regarding funds flow from
operations resulting from Touchstone's daily production;
expectations with regards to the potential for Trinity's portfolio
to deliver meaningful reserves/resources growth; the expectation
that the Acquisition will be completed by way of a scheme of
arrangement; the anticipated ownership structure of the Combined
Group; anticipated timing of the Court Meeting and the General
Meeting; expectations with respect to the business, financial
prospects and future opportunities for the Combined Group,
including that the Combined Group will be a leading Trinidad
operator of scale; the Combined Group's ability to invest in a
larger portfolio of development opportunities; expectations
regarding the Combined Group's enhanced development and exploration
portfolio; the ability of the Combined Group to benefit from
enhanced efficiencies and synergies, including regarding the
complimentary nature of the Combined Group's technical and
operational experience; the expectation that the Acquisition will
be accretive to funds flows from operations; the anticipated
increased trading liquidity of the Combined Group's shares and that
shareholders of the Combined Group will be able to trade their
Touchstone Shares on both the AIM and the TSX; Touchstone's
intention to conduct a detailed post-closing review of Trinity's
operations, and the anticipated timing thereof; expectations with
respect to the integration and retention of staff, as well as
potential head count reductions; regarding the board of directors
of the Combined Group; Touchstone's intentions with respect to
Trinity's management, governance, and incentive structures;
expectations with respect to the consolidation of business office
and field office locations; expectations regarding the timing of
the listing of the new Touchstone Shares, and the de-listing of the
Trinity Shares; the Combined Group's enhanced access to
operational, tax and corporate synergies; the combined company's
dividend plans prior to the Effective Date of the Acquisition; the
anticipated closing conditions and regulatory approvals pursuant to
the Scheme; and the anticipated timing and completion of the
Acquisition, including the expected Effective Date of the
Scheme.
In addition,
information and statements relating to reserves are by their nature
forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves
described exist in the quantities predicted or estimated, and can
be profitably produced in the future. The recovery and reserve
estimates of Touchstone's reserves provided herein are estimates
only, and there is no guarantee that the estimated reserves will be
recovered. Consequently, actual results may differ materially from
those anticipated in the forward-looking
statements.
This
announcement includes a summary of Touchstone's initial 2024
capital budget and preliminary guidance, which includes, but is not
limited to, forward looking statements relating to: the focus of
Touchstone's 2024 capital plan, including pursuing developmental
drilling activities and optimizing existing natural gas and liquids
infrastructure capacity; anticipated 2024 annual average
production; forecasted production decline rates; anticipated timing
of developmental and exploration drilling production; anticipated
2024 capital expenditures including estimations of costs and
inflation incorporated therein; expected drilling activities,
including locations and the timing thereof; anticipated timing of
well tie-in operations; forecasted 2024 average Brent reference
price and the Company's budgeted realized price in relation
thereto; forecasted royalty, operating, general and administration,
cash finance and income tax expenses; anticipated funds flow from
operations and net debt; and Touchstone's future financial
position, including the sufficiency of resources to fund future
capital expenditures and maintain financial liquidity. For further
information regarding 2024 guidance and the related advisories,
refer to Touchstone's news release dated 19 December 2023 entitled
"Touchstone Announces 2024 Capital Budget, Preliminary 2024
Guidance and an Operational Update" which is available online on
Touchstone's SEDAR+ profile (www.sedarplus.ca) and website
(www.touchstoneexploration.com).
Forward-looking statements are based
upon, among other things, factors, expectations and assumptions
that Touchstone and Trinity have made as at the date of this
announcement regarding, among other things: the satisfaction of the
conditions to closing of the Acquisition in a timely manner, if at
all, including the receipt of all necessary approvals; that the
Acquisition will comply with all applicable requirements of the
Code, the Panel, the London Stock Exchange, the TSX and the
Financial Conduct Authority; the Combined Group's ability to
successfully integrate the businesses and assets of Touchstone and
Trinity; Touchstone's ability to issue Touchstone Shares pursuant
to the Acquisition; sources of funding that each of Touchstone and
Trinity have relied upon in the past continue to be available to
the combined company on terms favourable to the Combined Group; and
that the Combined Group will have access to sufficient capital to
pursue future development plans.
Undue
reliance should not be placed on the forward-looking statements
because no assurance can be given 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. These risks include, but are not
limited to: the completion and timing of the Acquisition; the
ability of Touchstone and Trinity to receive, in a timely manner,
the necessary regulatory, Court, shareholder, stock exchange and
other third-party approvals and to satisfy the other conditions to
closing of the Acquisition; the ability of the parties to complete
the Acquisition on the terms contemplated by Touchstone and Trinity
or at all; the ability of the Combined Group to realize the
anticipated benefits of, and synergies and savings from, the
Acquisition; consequences of not completing the Acquisition,
including the volatility of the share prices of Touchstone and
Trinity, negative reactions from the investment community, and the
required payment of certain costs related to the termination of the
Acquisition; and the focus of management's time and attention on
the Acquisition and other disruptions arising from the
Acquisition.
Except as may
be required by applicable securities laws, neither Touchstone nor
Trinity assume any obligation or intent to update publicly or
revise any forward-looking statements made herein, whether as a
result of new information, future events or
otherwise.
TSX
Disclaimer and Listing Matters
The TSX does
not accept responsibility for the adequacy or accuracy of this
announcement. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein.
Touchstone
will apply to
list the New Touchstone Shares issuable in connection with the
Acquisition on the TSX. Such listing will be subject to Touchstone
fulfilling all of the listing requirements of the
TSX.
No profit
forecasts or estimates
Save for the
Trinity Profit Estimates, no statement in this announcement is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for Touchstone or Trinity, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Touchstone or Trinity, as
appropriate.
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) 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(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 shall 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 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.
Electronic
communications
Please be
aware that addresses, electronic addresses and certain 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
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on website and
availability of hard copies
A copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Touchstone's and Trinity's websites
at https://www.touchstoneexploration.com/trinity-acquisition
and
www.trinityexploration.com/investors/ respectively by no
later than 12 noon (London time) on 2 May 2024. For the avoidance
of doubt, the contents of these websites are not incorporated into
and do not form part of this announcement.
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 0300 if calling from the
United Kingdom, or +44 (0) 371 664 0300
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.
Rounding
Certain
figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Rule 2.9
Disclosure
In accordance
with Rule 2.9 of the Code, Trinity confirms that as at the date of
this announcement, it has in issue and admitted to trading on the
AIM market of the London Stock Exchange 39,899,813 ordinary shares
of US$ 0.01 each (excluding 1,096,819 ordinary shares held in
treasury). Accordingly, the total number of voting rights in
Trinity is 38,802,994. The International Securities Identification
Number (ISIN) of the ordinary shares is
GB00BN7CJ686.
In accordance
with Rule 2.9 of the Code, Touchstone confirms that, as at the date
of this announcement, it has in issue and admitted to trading and
listing (as the case may be) on the AIM market of the London Stock
Exchange and/or TSX 234,212,726 common shares. The International
Securities Identification Number (ISIN) of the ordinary shares is
CA89156L1085.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the
Acquisition
1 The
Acquisition is conditional upon the Scheme becoming unconditional
and effective, subject to the Code, by no later than 11.59 p.m. on
the Long-stop Date or such later date (if any) as Touchstone and
Trinity may, with the consent of the Panel, agree and, if required,
the Court may allow.
2 The
Scheme shall be subject to the following conditions:
2.1
(i)
its approval by a majority in number of the Trinity Shareholders
who are present and vote, whether in person or by proxy, at the
Court Meeting and who represent 75 per cent. or more in value of
the Trinity Shares voted by those Trinity Shareholders;
and
(ii)
such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such later date
as may be agreed by Touchstone and Trinity and, if
required, the Court may allow);
2.2
(i)
the resolutions required to implement the Scheme being duly passed
by Trinity Shareholders representing 75 per cent. or more of votes
cast at the General Meeting; and
(ii)
such General Meeting being held on or before the
22nd day after the expected date of the General
Meeting to be set out in the Scheme Document in due course (or such
later date as may be agreed by Touchstone and Trinity
and, if required, the Court may allow);
2.3
(i)
the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Trinity and Touchstone) and the delivery of a copy of
the Court Order to the Registrar of Companies; and
(ii)
the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be
set out in the Scheme Document in due course (or such later date as
may be agreed by Touchstone and Trinity and, if
required, the Court may allow);
3 In
addition, subject as stated in Part B below and to the requirements
of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the Court Order shall not be
delivered to the Registrar of Companies unless such Conditions (as
amended, if appropriate) have been satisfied or, where relevant,
waived:
Admission of the New Touchstone Shares
(a) the
London Stock Exchange having acknowledged to Touchstone or its
agent (and such acknowledgement not having been withdrawn) that the
New Touchstone Shares will be admitted to trading on the AIM market
of the London Stock Exchange;
(b)
confirmation having been received by Touchstone of the
acceptance by TSX of the listing of the New Touchstone Shares and
any other Touchstone Shares issuable in connection with the
Acquisition on customary post-closing conditions;
Regulatory and Antitrust
(c)
Heritage having provided its written consent to the Acquisition
under the terms of the LOAs, the Galeota JOA and the Royalty
Conversion Agreements in a form and subject to conditions (if any)
that are reasonably satisfactory to Touchstone;
(d) the
waiver (or non-exercise within any applicable time limits) by
Heritage of any right of pre-emption, right of first offer or
refusal or any similar or analogous right, arising as a result of
or in connection with the Acquisition under the terms of the JOAs
(other than the Galeota JOA in circumstances where Heritage has
already provided its prior written consent) in a form and subject
to conditions (if any) that are reasonably satisfactory to
Touchstone;
(e)
insofar as the Acquisition requires such approval, the Minister
having provided his consent to the Acquisition in a form and
subject to conditions (if any) that are reasonably satisfactory to
Touchstone;
(f)
the occurrence of either of the following events:
(i) the Trinidad and
Tobago Fair Trading Commission (the "Trinidad and Tobago Commission") having
informed the applicant enterprise of the Trinidad and Tobago
Commission's determination to grant permission for the Acquisition
pursuant to S. 14(2) of the Fair Trading Act, Ch. 81:13 of the laws
of Trinidad and Tobago, in a form and subject to conditions (if
any) that are reasonably satisfactory to Touchstone; or
(ii) the Trinidad and Tobago
Commission having confirmed in writing to the applicant enterprise
that the Acquisition does not fall within the scope of S. 14(1)(b)
of the Fair Trading Act, Chap. 81:13 of the laws of Trinidad and
Tobago;
Notifications,
waiting periods and Authorisations
(g) all
material notifications, filings or applications which are necessary
or considered appropriate or desirable by Touchstone having been
made in connection with the Acquisition and all necessary waiting
periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any jurisdiction having been complied
with in each case in respect of the Acquisition and all
Authorisations deemed necessary or appropriate by Touchstone in any
jurisdiction for or in respect of the Acquisition and, except
pursuant to Chapter 3 of Part 28 of the Companies Act, the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Trinity or any other
member of the Wider Trinity Group by any member of the Wider
Touchstone Group having been obtained in terms and in a form
reasonably satisfactory to Touchstone from all appropriate Third
Parties or (without prejudice to the generality of the foregoing)
from any person or bodies with whom any member of the Wider Trinity
Group or the Wider Touchstone Group has entered into contractual
arrangements and all such Authorisations necessary, appropriate or
desirable to carry on the business of any member of the Wider
Trinity Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at
which the Acquisition becomes otherwise unconditional and there
being no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations;
(h)
no antitrust regulator or Third Party having given notice of a
decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might:
(i) require,
prevent or delay the divestiture or alter the terms envisaged for
such divestiture by any member of the Wider Touchstone Group or by
any member of the Wider Trinity Group of all or any part of its
businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any
part thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(ii)
except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider Touchstone Group or the Wider
Trinity Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Trinity Group or any asset owned by any Third Party (other
than in the implementation of the Acquisition);
(iii)
impose any limitation on, or result in a delay in, the ability of
any member of the Wider Touchstone Group directly or indirectly to
acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Trinity or on
the ability of any member of the Wider Trinity Group or any member
of the Wider Touchstone Group directly or indirectly to hold or
exercise effectively all or any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider Trinity
Group;
(iv)
otherwise adversely affect any or all of the business, assets,
profits or prospects of any member of the Wider Trinity Group or
any member of the Wider Touchstone Group;
(v)
result in any member of the Wider Trinity Group or any member of
the Wider Touchstone Group ceasing to be able to carry on business
under any name under which it presently carries on
business;
(vi) make
the Acquisition, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or
management of, Trinity by any member of the Wider Touchstone Group
void, unenforceable and/or illegal under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly prevent or
prohibit, restrict, restrain, or delay or otherwise interfere with
the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge, impede,
interfere or require amendment of the Acquisition or the
acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Trinity by any member
of the Wider Touchstone Group;
(vii) require,
prevent or delay a divestiture by any member of the Wider
Touchstone Group of any shares or other securities (or the
equivalent) in any member of the Wider Trinity Group or any member
of the Wider Touchstone Group; or
(viii) impose any
limitation on the ability of any member of the Wider Touchstone
Group or any member of the Wider Trinity Group to conduct,
integrate or co-ordinate all or any part of its business with all
or any part of the business of any other member of the Wider
Touchstone Group and/or the Wider Trinity Group,
and all applicable waiting and other time
periods (including any extensions thereof) during which any such
antitrust regulator or Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under
the laws of any jurisdiction in respect of the Acquisition or the
acquisition or proposed acquisition of any Trinity Shares or
otherwise intervene having expired, lapsed or been
terminated;
Certain matters arising as a result
of any arrangement, agreement, etc.
(i) except as
Disclosed, there being no provision of any arrangement, agreement,
lease, licence, franchise, permit or other instrument to which any
member of the Wider Trinity Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or the acquisition or the proposed acquisition by any
member of the Wider Touchstone Group of any shares or other
securities (or the equivalent) in Trinity or because of a change in
the control or management of any member of the Wider Trinity Group
or otherwise, could or might reasonably be expect to result
in:
(i) any
monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Trinity Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii)
the creation, save in the ordinary and usual course of business, or
enforcement of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any
member of the Wider Trinity Group or any such mortgage, charge or
other security interest (whenever created, arising or having
arisen) becoming enforceable;
(iii) any
such arrangement, agreement, lease, licence, franchise, permit or
other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider Trinity Group
being adversely modified or adversely affected or any obligation or
liability arising or any adverse action being taken or arising
thereunder;
(iv) any
liability of any member of the Wider Trinity Group to make any
severance, termination, bonus or other payment to any of its
directors, or other officers;
(v)
the rights, liabilities, obligations, interests or business of any
member of the Wider Trinity Group or any member of the Wider
Touchstone Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Trinity Group or any member of the Wider
Touchstone Group in or with any other person or body or firm or
company (or any arrangement or arrangement relating to any such
interests or business) being or becoming capable of being
terminated, or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
(vi) any
member of the Wider Trinity Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
(vii) the value
of, or the financial or trading position or prospects of, any
member of the Wider Trinity Group being prejudiced or adversely
affected; or
(viii) the creation or
acceleration of any liability (actual or contingent) by any member
of the Wider Trinity Group other than trade creditors or other
liabilities incurred in the ordinary course of business,
and no event having occurred which, under any
provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider Trinity Group is a party or by or to which any such member or
any of its assets are bound, entitled or subject, would or might
result in any of the events or circumstances as are referred to in
Conditions 3(j)(i) to (viii);
Certain events occurring since 31
December 2023
(j) except as
Disclosed, no member of the Wider Trinity Group having since 31
December 2023:
(i) issued or
agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of
any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
or proposed the transfer or sale of Trinity Shares out of treasury
(except, where relevant, as between Trinity and wholly-owned
subsidiaries of Trinity or between the wholly-owned subsidiaries of
Trinity and except for the issue or transfer out of treasury of
Trinity Shares on the exercise of employee share options or vesting
of employee share awards in the ordinary course under the Trinity
Share Plan);
(ii)
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully
paid or made by any wholly-owned subsidiary of Trinity to Trinity
or any of its wholly-owned subsidiaries;
(iii) other
than pursuant to the Acquisition (and except for transactions
between Trinity and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Trinity and transactions in the
ordinary course of business) implemented, effected, authorised or
proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or acquisition or disposal of assets or shares
or loan capital (or the equivalent thereof) in any undertaking or
undertakings in any such case to an extent which is material in the
context of the Wider Trinity Group taken as a whole;
(iv) except
for transactions between Trinity and its wholly-owned subsidiaries
or between the wholly-owned subsidiaries of Trinity, and except for
transactions in the ordinary course of business, disposed of, or
transferred, mortgaged or created any security interest over any
asset or any right, title or interest in any asset or authorised,
proposed or announced any intention to do so;
(v)
except for transactions between Trinity and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Trinity,
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider Trinity Group as a
whole;
(vi)
entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude or which is or which involves or could
involve an obligation of a nature or magnitude which is or could be
restrictive on the business of any member of the Wider Trinity
Group which is or could be material in the context of the Wider
Trinity Group as a whole;
(vii) entered
into or varied the terms of, or made any offer (which remains open
for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director or
senior executive of any member of the Wider Trinity
Group;
(viii) proposed, agreed
to provide or modified the terms of any share option scheme,
incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Trinity
Group which are material in the context of the Wider Trinity Group
taken as a whole;
(ix)
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x)
except in the ordinary course of business, waived, compromised or
settled any claim which is material in the context of the Wider
Trinity Group as a whole;
(xi)
terminated or varied the terms of any agreement or arrangement
between any member of the Wider Trinity Group and any other person
in a manner which would or might reasonably be expected to have a
material adverse effect on the financial position of the Wider
Trinity Group taken as a whole;
(xii) made any
alteration to its memorandum or articles of association or other
incorporation documents;
(xiii) except in
relation to changes made or agreed as a result of, or arising from,
changes to legislation, made or agreed or consented to any change
to:
(a) the terms of
the trust deeds and rules constituting the pension scheme(s)
established by any member of the Wider Trinity Group for its
directors, employees or their dependants;
(b) the
contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable,
thereunder;
(c) the basis on
which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(d) the basis
upon which the liabilities (including pensions) of such pension
schemes are funded, valued, made, agreed or consented
to,
to an extent which is in any such case material
in the context of the Wider Trinity Group;
(xiv) been unable, or
admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(xv) taken or
proposed any steps, corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the
appointment of a receiver, administrator, manager, administrative
receiver, trustee or similar officer of all or any of its assets or
revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
or had any such person appointed;
(xvi) (except for
transactions between Trinity and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries), made, authorised, proposed
or announced an intention to propose any change in its loan
capital;
(xvii) entered into,
implemented or authorised the entry into, any joint venture, asset
or profit sharing arrangement, partnership or merger of business or
corporate entities;
(xviii) having taken (or
agreed or proposed to take) any action which requires or would
require the consent of the Panel or the approval of Trinity
Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code; or
(xix) entered into any
agreement, arrangement, commitment or contract or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in
this Condition 3((k));
No adverse change, litigation,
regulatory enquiry or similar
(k)
except as Disclosed, since 31 December 2023 there having
been:
(i) no
adverse change and no circumstance having arisen which would or
might be expected to result in any adverse change in, the business,
assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Trinity
Group;
(ii)
no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of, any
member of the Wider Trinity Group or to which any member of the
Wider Trinity Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced,
instituted or remaining outstanding by, against or in respect of,
any member of the Wider Trinity Group, in each case which might
reasonably be expected to have a material adverse effect on the
Wider Trinity Group taken as a whole;
(iii) no
enquiry, review or investigation by, or complaint or reference to,
any Third Party against or in respect of any member of the Wider
Trinity Group having been threatened, announced or instituted or
remaining outstanding by, against or in respect of any member of
the Wider Trinity Group, in each case which might reasonably be
expected to have a material adverse effect on the Wider Trinity
Group taken as a whole;
(iv) no
contingent or other liability having arisen or become apparent to
Touchstone or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Trinity Group to an extent
which is material in the context of the Wider Trinity Group taken
as a whole; and
(v)
no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination
or modification of any licence held by any member of the Wider
Trinity Group which is necessary for the proper carrying on of its
business;
No discovery of certain matters
regarding information, liabilities and environmental
issues
(l)
Touchstone not having discovered that:
(i) no
adverse change and no circumstance having arisen which would or
might be expected to result in any adverse change in, the business,
assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Trinity
Group;
(ii)
any financial, business or other information
concerning the Wider Trinity Group publicly announced prior to the
date of this announcement or disclosed at any time to any member of
the Wider Touchstone Group by or on behalf of any member of the
Wider Trinity Group prior to the date of this announcement is
misleading, contains a misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading, in
any such case to a material extent;
(iii)
any member of the Wider Trinity Group or any partnership,
company or other entity in which any member of the Wider Trinity
Group has a significant economic interest and which is not a
subsidiary undertaking of Trinity is, otherwise than in the
ordinary course of business, subject to any liability, contingent
or otherwise and which is material in the context of the Wider
Trinity Group taken as a whole;
(iv) any
past or present member of the Wider Trinity Group has not complied
in any material respect with all applicable legislation,
regulations or other requirements of any jurisdiction or any
Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and
safety of humans, which non-compliance would be likely to give rise
to any material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider Trinity Group;
(v)
there has been a material disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Wider Trinity Group;
(vi) there
is or is likely to be any obligation or liability (whether actual
or contingent) or requirement to make good, remediate, repair,
reinstate or clean up any property, asset or any controlled waters
currently or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Trinity Group
(or on its behalf), or in which any such member may have or
previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto;
or
(vii)
circumstances exist (whether as a result of making the Acquisition
or otherwise) which would be reasonably likely to lead to any Third
Party instituting (or whereby any member of the Wider Trinity Group
would be likely to be required to institute), an environment audit
or take any steps which would in any such case be reasonably likely
to result in any actual or contingent liability to improve or
install new plant or equipment or to make good, repair, reinstate
or clean up any property of any description or any asset now or
previously owned, occupied or made use of by any past or present
member of the Wider Trinity Group (or on its behalf) or by any
person for which a member of the Wider Trinity Group is or has been
responsible, or in which any such member may have or previously
have had or be deemed to have had an interest;
Anti-corruption
(m)
Touchstone not having discovered that:
(i) any
member of the Wider Trinity Group or any person that performs or
has performed services for or on behalf of any such company is or
has engaged in any activity, practice or conduct which would
constitute an offence under the Bribery Act 2010 or any other
applicable anti-corruption legislation; or
(ii)
any member of the Wider Trinity Group has engaged in any
transaction which would cause any member of the Wider Touchstone
Group to be in breach of applicable law or regulation upon
completion of the Acquisition, including the economic sanctions of
the United States Office of Foreign Assets Control or HM Treasury,
or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the
European Union or any of its member states;
No criminal
property
(n)
Touchstone not having discovered that any asset of any member of
the Wider Trinity Group constitutes criminal property as defined by
Section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition).
Part B: Certain further terms of the
Acquisition
4 Subject to the
requirements of the Panel, Touchstone reserves the right, in its
sole discretion, to waive, in
whole or in part, all or any of the Conditions set out in Part A of
Appendix I above, except
Conditions 2.1(i), 2.2(i) and 2.3(i), which cannot be waived. If
any of Conditions 2.1(ii), 2.2(ii),
and 2.3(ii)
is not satisfied by the relevant deadline
specified in the relevant Condition, Touchstone shall make an
announcement by 8.00 a.m. on the Business Day following such
deadline confirming whether it has invoked the relevant Condition,
waived the relevant deadlines, or agreed with Trinity to extend the
relevant deadline.
5 If Touchstone is
required by the Panel to make an offer for Trinity Shares under the
provisions of Rule 9 of the Code, Touchstone may make such
alterations to any of the above Conditions and terms of the
Acquisition as are necessary to comply with the provisions of that
Rule.
6 Touchstone shall
be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of
the Conditions in Part A of Appendix I
above that are capable of waiver by
a date earlier than the latest date for the fulfilment of that
Condition notwithstanding that the other Conditions of the
Acquisition may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of
fulfilment.
7 Under Rule 13.5(a)
of the Code and subject to paragraph 5 below, Touchstone may only invoke a
Condition so as to cause the Acquisition not to proceed, to lapse,
or to be withdrawn with the consent of the Panel. The Panel shall
normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance
to Touchstone in the context of the Acquisition. This shall be
judged by reference to the facts of each case at the time that the
relevant circumstances arise.
8 Condition
1, Conditions
2.1, 2.2 and 2.3, and Conditions
3(a)
and 3(b), in Part A of Appendix I above, and, if
applicable, any acceptance condition if the Acquisition is
implemented by means of a takeover offer, are not subject to Rule
13.5(a) of the Code.
9 Any Condition that
is subject to Rule 13.5(a) of the Code may be waived by
Touchstone.
10 The
Trinity Shares acquired under the Acquisition shall be acquired
fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions
(if any) declared, made or paid, or any other return of value
(whether by reduction of share capital or share premium account or
otherwise) made on or after the Effective Date.
11 If,
on or after the date of this announcement and prior to or on the
Effective Date, any dividend, distribution or other return of value
is declared, paid or made, or becomes payable by Trinity,
Touchstone reserves the right (without prejudice to any right of
Touchstone, with the consent of the Panel, to invoke
Condition 3(j)(ii) of Appendix I above) to reduce the consideration payable under
the Acquisition to reflect the aggregate amount of such dividend,
distribution, or other return of value or excess. In such
circumstances, Trinity Shareholders shall be entitled to retain any
such dividend, distribution, or other return of value declared,
made, or paid.
12 If
on or after the date of this announcement, and to the extent that
any such dividend, distribution or other return of value has been
declared, paid, or made, or becomes payable by Trinity on or prior
to the Effective Date and Touchstone exercises its rights under
this paragraph 8 to
reduce the consideration payable under the terms of the
Acquisition, any reference in this announcement to the
consideration payable under the terms of the Acquisition shall be
deemed to be a reference to the consideration as so
reduced.
13 If
and to the extent that such a dividend, distribution, or other
return of value has been declared or announced, but not paid or
made, or is not payable by reference to a record date on or prior
to the Effective Date and is or shall be: (i) transferred pursuant
to the Acquisition on a basis which entitles Touchstone to receive
the dividend, distribution, or other return of value and to retain
it; or (ii) cancelled, the consideration payable under the terms of
the Acquisition shall not be subject to change in accordance with
this paragraph 8.
14 Touchstone also
reserves the right to reduce the consideration payable under the
Acquisition in such circumstances as are, and by such amount as is,
permitted by the Panel.
15 Any
exercise by Touchstone of its rights referred to in this
paragraph 8 shall
be the subject of an announcement and, for the avoidance of doubt,
shall not be regarded as constituting any revision or variation of
the Acquisition.
16
Touchstone reserves the right to elect (with the consent of the
Panel, and subject to the terms of the Co-operation
Agreement) to implement the Acquisition by
way of a Takeover Offer for the Trinity Shares as an alternative to
the Scheme. In such event, the Takeover Offer shall be implemented
on the same terms, so far as applicable, as those which would apply
to the Scheme, subject to appropriate amendments, including
(without limitation) an acceptance condition set at a level
permitted by the Panel.
17 The
availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements. The New Touchstone Shares to be issued pursuant to
the Acquisition have not been and will not be registered under the
US Securities Act or the laws of any state, district or other
jurisdiction of the United States or registered or qualified under
any of the relevant securities laws of any other Restricted
Jurisdiction, including Canada. Accordingly, the New Touchstone
Shares may not be offered, sold or delivered, directly or
indirectly, in the United States or any other Restricted
Jurisdiction, except pursuant to exemptions from applicable
requirements of any such jurisdiction (including the exemption from
the prospectus requirements of Canadian securities laws provided by
Section 2.11 of National Instrument 45-106 and the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof).
18 The
Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email 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 where to
do so would violate the laws of that jurisdiction.
19 The
Acquisition is governed by the law of England and Wales and is
subject to the jurisdiction of the courts of England and Wales and
to the Conditions and further terms set out in this Appendix I and
to be set out in the Scheme Document. The Acquisition is subject to
the applicable requirements of the Code, the Panel, the London
Stock Exchange, the TSX and the Financial Conduct
Authority.
20 The
New Touchstone Shares will be issued as fully paid and
non-assessable and holders thereof will have the same rights and
privileges, in all respects with regards to such Touchstone Shares
as the holders of Touchstone Shares in issue at the time, including
the right to receive and retain in full all dividends and other
distributions (if any) announced, declared, made or paid, or any
other return of capital (whether by reduction of share capital or
share premium account or otherwise) made, in each case by reference
to a record date falling on or after the Effective Date.
21
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other
Condition.
22 The
Acquisition is subject to, inter alia, the Conditions set out in
Part A and Part B of this Appendix I to this announcement. The
Acquisition is also subject to the full terms and conditions which
will be set out in the Scheme Document and such further terms as
may be required to comply with the AIM Rules, the TSX Rules and the
provisions of the Code.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless
otherwise stated or the context otherwise requires, the following
bases and sources have been used.
1. Financial information
relating to Touchstone has been extracted or derived (without any
adjustment) from the audited financial statements and management
discussion and analysis of Touchstone for the financial year ended
31 December 2023 and Touchstone's announcement dated 21 March 2024
of its final results for the same period.
2. Financial information
relating to Trinity has been extracted or derived (without any
adjustment) from the audited annual report and accounts of Trinity
for the financial year ended 31 December 2022 and Trinity's
announcement dated 28 September 2023 of its half year results to 30
June 2023.
3. Touchstone's Q1 2024
operational performance has been extracted or derived (without any
adjustment) from its announcement dated 10 April 2024 and its 2024
budgeted operational and financial guidance has been extracted or
derived (without any adjustment) from its announcement dated 19
December 2023.
4. Trinity's Q1 2024
operational performance has been extracted or derived (without any
adjustment) from its announcement dated 26 April 2024 and its 2024
budgeted operational and financial guidance has been extracted or
derived (without any adjustment) from its announcement dated 1
February 2024.
5. The
value of the each Trinity Share is calculated:
· by
reference to the price of 36 pence per Trinity Share, being the Closing Price on 30 April 2024
(being the latest practicable date prior to this announcement);
and
· by
reference to the price of 41.25 pence per Touchstone Share, being the Closing Price on 30 April
2024 (being the latest practicable date prior to this
announcement); and
· the
exchange ratio of 1.5 New Touchstone Shares in exchange for each
Trinity Share; and
· on the
basis of the existing number of Trinity Shares in issue referred to
in paragraph 6 below.
6. As at
the close of business on 30 April 2024, being the latest practicable date prior to this announcement,
Touchstone had in issue 234,212,726
Touchstone Shares and Trinity had in issue
39,899,813 Trinity Shares. Trinity holds 1,096,819
Trinity Shares in treasury. Therefore the total voting rights in
issue in Trinity at the latest practicable date is
38,802,994.
7. The
fully diluted share capital of Trinity (being 38,894,068 Trinity
Shares) is calculated on the basis:
· of the
number of issued Trinity Shares less the Trinity Shares held in
treasury both as referred to in paragraph 6 above; and
· 91,074
Trinity Shares which are expected to be transferred out of treasury
after the date of this Announcement in order to satisfy the
exercise of options under the Trinity Share Plan (as calculated on
the last practicable date prior to the date of this
announcement).
8. Unless otherwise
stated, all prices, volume weighted average prices and Closing
Prices for Trinity Shares and Touchstone Shares are based upon
London Stock Exchange quotations derived from FactSet for the
relevant periods and have been rounded to one decimal
place.
9. Pro forma production is
quoted on the basis of 2024 average daily production guidance by
Touchstone on 19 December 2023 (9,100 to 9,700 barrels of oil
equivalent per day), and by Trinity on 1 February 2024 (2,600 to
2,700 barrels of oil per day); pro forma reserves is quoted on the
basis of 67.4 MMboe of proved plus probable reserves for Touchstone
quoted in Touchstone's 31 December 2023 reserve report and 12.9
MMboe of reserves at 31 December 2023 for Trinity quoted in
Trinity's announcement of 26 April 2023.
10. A
GBP:USD exchange rate as at 30 April 2024 of 1:1.2521 has been used
throughout this announcement.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Irrevocable Undertakings from Trinity
Directors and Shareholders
The following holders or controllers of Trinity
Shares have given irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting and, if Touchstone exercises its
right to implement the Acquisition by way
of a Takeover Offer, to accept or procure acceptance of such
offer:
Part A - Trinity Directors' Irrevocable
Undertakings
Name of Trinity
Director
|
Number of Trinity
Shares in respect of which undertaking is given
|
Percentage of
Trinity issued share capital (excluding Trinity Shares held in
treasury) as at 30 April 2024
|
Jeremy
Bridglalsingh
|
319,463
|
0.8%
|
James
Menzies
|
115,000
|
0.3%
|
Nicholas
Clayton
|
30,000
|
0.1%
|
TOTAL
|
464,463
|
1.2%
|
These irrevocable undertakings also extend to
any shares acquired by the Trinity Directors as a result of the
vesting of awards or the exercise of options under the Trinity
Share Plan.
The obligations of the Trinity Directors under
the irrevocable undertakings shall lapse and cease to have effect
on and from the following occurrences:
· the Panel
consents to Touchstone not proceeding with the
Acquisition;
· the Acquisition
lapses or is withdrawn or does not become effective by the
Long-stop Date, provided that this shall not apply where the
Acquisition is withdrawn as a result of Touchstone exercising its
right to implement the Acquisition by way of a Takeover Offer
rather than by way of Scheme and such Takeover Offer has not lapsed
or been withdrawn); or
· any competing
offer for the entire issued and to be issued share capital of
Trinity is declared unconditional or, if proceeding by way of a
scheme of arrangement, becomes effective.
The irrevocable undertakings therefore remain
binding in the event an alternate or higher competing possible
offer or offer is made for Trinity.
Part B - Non-director Trinity
Shareholder irrevocable undertakings
Name of Trinity
Shareholder giving undertaking
|
Number of Trinity
Shares in respect of which undertaking is given
|
Percentage of
Trinity issued share capital (excluding Trinity Shares held in
treasury as at 30 April 2024
|
Angus
Winther
|
3,113,299
|
8.0%
|
Gavin
White
|
2,914,748
|
7.5%
|
CS Living
Trust
|
1,985,414
|
5.1%
|
David A. Segel
Trust
|
1,985,414
|
5.1%
|
Jan-Dirk
Lueders
|
1,498,855
|
3.9%
|
Bruce Dingwall
Trust
|
1,464,374
|
3.8%
|
Scott
Casto
|
1,463,374
|
3.8%
|
CMT Investments
LLC*
|
111,460
|
0.3%
|
Segel Children's
Trust
|
81,943
|
0.2%
|
TOTAL
|
14,618,881
|
37.7%
|
*Held
jointly by Jan-Dirk Lueders and Scott Casto through CMT Investments
LLC
The irrevocable undertakings shall
lapse and cease to have effect:
· the Panel
consents to Touchstone not proceeding with the
Acquisition;
· the Acquisition
lapses or is withdrawn or does not become effective by the
Long-stop Date, provided that this shall not apply where the
Acquisition is withdrawn as a result of Touchstone exercising its
right to implement the Acquisition by way of a Takeover Offer
rather than by way of Scheme and such Takeover Offer has not lapsed
or been withdrawn); or
· any person other
than Touchstone (or any person acting in concert with Touchstone)
announces either:
o a competing
offer for the entire issued and to be issued share capital of
Trinity which is wholly in cash in an amount which is equal to or
more than the value of the Acquisition; or
o a competing
offer for the entire issued and to be issued share capital of
Trinity, if not wholly in cash, on terms which represents (in the
reasonable opinion of Shore Capital) an improvement of 20 per cent.
or more on the value of the Acquisition,
in each case prior to the date of the Court
Meeting and the General Meeting; or
· any competing
offer for the entire issued and to be issued share capital of
Trinity is declared unconditional or, if proceeding by way of a
scheme of arrangement, becomes effective.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this
announcement unless the context requires otherwise:
Acquisition
|
the recommended all share offer pursuant to
which Touchstone shall acquire the entire issued and to be issued
ordinary share capital of Trinity to be effected by means of the
Scheme (or by way of Takeover Offer under certain circumstances
described in this announcement) and, where the context admits, any
subsequent revision, variation, extension or renewal
thereof
|
Acquisition
Consideration
|
the consideration offered by Touchstone under
the terms of Acquisition in the form of 1.5 New Touchstone Shares
for each Trinity Share
|
Admission
|
admission of the New Touchstone Shares to TSX
and the AIM market of the London Stock Exchange
|
AIM
|
the AIM market operated
by the London Stock
Exchange
|
AIM
Rules
|
the AIM Rules published by the
London Stock Exchange from time to
time
|
Alternative
Performance Measure
|
an alternative performance measure is a measure of
financial performance not specifically defined by the applicable
financial reporting framework, which in Trinity's case is UK
adopted International Accounting Standards
("IAS") as applied in
accordance with the provisions of the Companies Act and is usually
reconciled to the closest Generally Accepted Accounting
Principles measure. Further to this, IAS
1 Presentation of Financial Statements permits entities
to disclose additional information that will help financial
statement users to better understand a company's performance and
position
|
Authorisations
|
regulatory authorisations, orders,
recognitions, grants, consents, clearances, confirmations,
certificates, licences, permissions or approvals
|
boe/d
|
barrels of oil equivalent per day
|
Brighton
Marine E&P Licence
|
the exploration and production licence in
relation to the Brighton Marine Block issued to Heritage and
Oilbelt, dated 7 October 1999
|
Business
Day
|
a day (other than Saturdays, Sundays and public
holidays in the UK) on which banks are open for business in London
and Calgary
|
Closing
Price
|
the closing middle market price of a Trinity
Share or a Touchstone Share, as the case may be, on a particular
trading day as derived from the AIM Appendix to the Daily Official
List published by the London Stock Exchange
|
Code
|
the City Code on Takeovers and
Mergers
|
Combined
Group
|
the combined Trinity Group and Touchstone Group
following completion of the Acquisition
|
Companies
Act
|
the Companies Act 2006, as amended
|
Conditions
|
the conditions to the implementation of the
Acquisition, as set out in Appendix I to this announcement and to
be set out in the Scheme Document
|
Confidentiality
Agreement
|
the confidentiality agreement dated 5 December
2023 between Touchstone and Trinity, as described in
paragraph 14 of this
announcement
|
Co-operation
Agreement
|
the agreement dated 1 May 2024 between
Touchstone and Trinity relating to, among other things, the
implementation of the Acquisition, as described in paragraph
14 of this announcement
|
Court
|
the High Court of Justice in England and
Wales
|
Court
Hearing
|
the hearing by the Court of the
application to sanction the Scheme under Part 26 of the Companies
Act
|
Court
Meeting
|
the meeting of Trinity Shareholders to be
convened pursuant to an order of the Court under the Companies Act
for the purpose of considering and, if thought fit, approving the
Scheme (with or without amendment), including any adjournment
thereof, notice of which is to be contained in the Scheme
Document
|
Court
Order
|
the order of the Court sanctioning the
Scheme
|
CREST
|
the system for the paperless
settlement of trades in securities and the holding of
uncertificated securities operated by Euroclear
|
Dealing Arrangement
|
an arrangement of the kind referred
to in Note 11(a) on the definition of acting in concert in the
Code
|
Dealing
Disclosure
|
has the same meaning as in Rule 8 of the
Code
|
Disclosed
|
the information disclosed by, or on behalf of
Trinity, (i) in the annual report and accounts of the Trinity Group
for the financial year ended 31 December 2023; (ii) in this
announcement; (iii) in any other announcement to a Regulatory
Information Service by, or on behalf of Trinity in the calendar
year prior to the date of this announcement; or (vi) as otherwise
fairly disclosed to Touchstone (or its respective officers,
employees, agents or advisers) prior to the date of this
announcement
|
EBITDA
|
earnings before interest, taxes, depreciation
and amortisation
|
Effective
|
in the context of the
Acquisition:
(a) if
the Acquisition is implemented by way of the Scheme, the Scheme
having become effective pursuant to its terms; or
(b) if
the Acquisition is implemented by way of a Takeover Offer, such
Takeover Offer having been declared and become unconditional in
accordance with the Code
|
Effective
Date
|
the date on which either (i) the Scheme becomes
effective in accordance with its terms; or (ii) if Touchstone
elects, and the Panel consents, to implement the Acquisition by way
of a takeover offer (as defined in Chapter 3 of Part 28 of the
Companies Act), the date on which such takeover offer becomes or is
declared unconditional
|
Euroclear
|
Euroclear UK & Ireland International
Limited
|
Excluded
Shares
|
any Trinity Shares:
(a)
held by or on behalf of Touchstone or the Wider Touchstone Group;
or
(b)
held in treasury,
in each case, immediately prior to the Scheme Record
Time;
|
FCA or Financial Conduct Authority
|
the Financial Conduct Authority
acting in its capacity as the competent authority
for the purposes of Part VI of the UK Financial Services and
Markets Act 2000
|
Forms of Proxy
|
the forms of proxy for use in
connection with each of the Court Meeting and the General Meeting
which shall accompany the Scheme Document
|
Galeota E&P Licence
|
the exploration and production
licence in relation to the Galeota area issued to Heritage and
Trinity Galeota, dated 14 July 2021
|
Galeota JOA
|
the joint
operating agreement dated 14 July 2021 between Heritage and Trinity
Galeota in respect of the Galeota Block, Offshore East
Trinidad
|
General Meeting
|
the general meeting of Trinity
Shareholders (including any adjournment thereof) to be convened in
connection with the Scheme
|
Heritage
|
Heritage Petroleum Company Limited,
Trinidad and Tobago's state-owned oil and gas company, together
with its successors and assigns and any other entity which assumes
its role and functions
|
Heritage Consents and Waivers
|
means:
(a)
Heritage having provided its written consent to the Acquisition
under the terms of the LOAs, the Galeota JOA and the Royalty
Conversion Agreements in a form and subject to conditions (if any)
that are reasonably satisfactory to Touchstone; and
(b)
the waiver (or non-exercise within any applicable time limits) by
Heritage of any right of pre-emption, right of first offer or
refusal or any similar or analogous right, arising as a result of
or in connection with the Acquisition under the terms of the JOAs
(other than the Galeota JOA in circumstances where Heritage has
already provided its prior written consent) in a form and subject
to conditions (if any) that are reasonably satisfactory to
Touchstone
|
Houlihan Lokey
|
Houlihan Lokey UK Limited
|
JOAs
|
the Joint Operating Agreements in
relation to Trinity's offshore oil and gas operations
|
LOAs
|
the lease operatorship agreements in relation
to Trinity's onshore oil and gas operations
|
London Stock
Exchange
|
London Stock Exchange plc
|
Long-stop
Date
|
31 January 2025, or such later
date as may be agreed by Touchstone and Trinity (with the Panel's
consent and as the Court may approve (if such approval(s) are
required))
|
Market Abuse
Regulation
|
the retained EU law version of Regulation (EU)
No. 596/2014 of the European Parliament and the Council of 16 April
2014 on market abuse as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018, as amended from time
to time (including by the Market Abuse (Amendment) (EU Exit)
Regulations 2019 (SI 2019/310))
|
Minister
|
the Minister of Energy and Energy
Industries
|
Ministry
|
the Ministry of Energy and Energy Industries of
Trinidad and Tobago
|
MMBbls
|
million barrels of oil
|
MMboe
|
million barrels of oil equivalent
|
New Touchstone
Shares
|
the new Touchstone Shares proposed to be issued
to Trinity Shareholders in connection with the Acquisition, to be
constituted by the Touchstone Depository Interests
|
Offer
Document
|
the document containing a Takeover
Offer
|
Oilbelt
|
Oilbelt Services Limited, a company amalgamated
in Trinidad and Tobago with registered number O1240(95)A whose
registered office is at 3rd Floor, Southern Supplies
Limited Building, #40-44 Sutton Street, San Fernando, in the island
of Trinidad
|
Opening
Position Disclosure
|
has the same meaning as in Rule 8 of the
Code
|
Overseas
Shareholders
|
Trinity Shareholders (or nominees of, or
custodians or trustees for Trinity Shareholders) not resident in,
or nationals or citizens of, the United Kingdom
|
Panel
|
the Panel on Takeovers and Mergers
|
Participating
Interest
|
the participating interest(s) in the relevant
E&P Licence
|
Registrar of
Companies
|
the Registrar of Companies in England and
Wales
|
Regulatory
Conditions
|
the Conditions set out in paragraphs 3(c) to
3(f) (inclusive) of Part A of Appendix I to this
announcement
|
Regulatory
Information Service
|
any information service authorised from time to
time by the FCA for the purpose of disseminating regulatory
announcements
|
Relevant
Authority
|
any central bank, ministry, governmental, quasi-governmental,
supranational (including the European Union), statutory, regulatory or investigative body, authority or tribunal
(including any national or supranational anti-trust, competition or
merger control authority, any sectoral
ministry or regulator and any foreign investment review body),
national, state, municipal or local government (including any
subdivision, court, tribunal, administrative agency or commission
or other authority thereof), any entity owned or controlled by
them, any private body exercising any regulatory, taxing, importing or other authority, trade agency,
association, institution or professional or environmental body in any jurisdiction, including,
for the avoidance
of doubt, the Panel
|
Restricted
Jurisdiction
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Acquisition is
sent or made available to Trinity Shareholders
|
Restricted
Overseas Person
|
Trinity Shareholders resident in, or nationals
or citizens of, Restricted Jurisdictions or who are nominees or
custodians, trustees or guardians for, citizens, residents or
nationals of such Restricted Jurisdictions
|
Royalty
Conversion Agreements
|
the royalty conversion agreements in relation
to Heritage's Participating Interest's in the Galeota E&P
Licence and Brighton Marine E&P Licence
|
Scheme or
Scheme of
Arrangement
|
the proposed scheme of arrangement under Part
26 of the Companies Act between Trinity and the Trinity
Shareholders in connection with the Acquisition, with or subject to
any modification, addition or condition approved or imposed by the
Court and agreed by Trinity and Touchstone
|
Scheme
Document
|
the document to be sent to Trinity Shareholders
containing, amongst other things, the Scheme and the notices
convening the Court Meeting and the General Meeting
|
Scheme Record
Time
|
6.00 p.m. on the Business Day immediately preceding
the Effective Date
|
Scheme
Shares
|
unless otherwise defined in the Scheme Document, the
Trinity Shares:
(a) in
issue at the date of the Scheme Document;
(b)
(if any) issued after the date of the Scheme Document but before
the Voting Record Time and which remain in issue at the Scheme
Record Time; and
(c)
(if any) issued at or after the Voting Record Time but at or before
the Scheme Record Time on terms that the holder thereof shall be
bound by this Scheme or in respect of which the original or any
subsequent holders thereof are, or have agreed in writing to be,
bound by this Scheme (including, for the avoidance of doubt, any
Trinity Shares transferred out of treasury to satisfy the exercise
of options under the Trinity Share Plan),
in each case (where the context requires) which
remain in issue at the Scheme Record Time, other than any Excluded
Shares
|
Significant
Interest
|
in relation to an undertaking, a direct or
indirect interest of 20 per cent. or more of the total voting
rights conferred by the equity share capital (as defined in Section
548 of the Companies Act) of such undertaking
|
Takeover Offer
|
should the Acquisition be
implemented by way of a Takeover Offer as defined in Chapter 3 of
Part 28 of the Companies Act, the offer to be made by or on behalf
of Touchstone to acquire the entire issued and to be issued
ordinary share capital of Trinity and, where the context admits,
any subsequent revision, variation, extension or renewal of such
takeover offer
|
Third
Party
|
each of a central bank, government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution, environmental
body, employee representative body or any other body or person
whatsoever in any jurisdiction
|
Touchstone
|
Touchstone Exploration Inc.
|
Touchstone
Depository Interests
|
the depository interests in respect of the
Touchstone Shares
|
Touchstone
Directors
|
the board of directors of Touchstone at the
time of this announcement or, where the context so requires, the
directors of Touchstone from time to time
|
Touchstone
Group
|
Touchstone and its subsidiary
undertakings and, where the context permits, each of
them
|
Touchstone
Shareholders
|
the holders of Touchstone Shares
|
Touchstone
Shares
|
the common shares of no par value in the
capital of Touchstone
|
Trinidad
|
The Republic of Trinidad and Tobago
|
Trinity
|
Trinity Exploration & Production
Plc
|
Trinity
Directors
|
the board of directors of Trinity at the time
of this announcement or, where the context so requires, the
directors of Trinity from time to time
|
Trinity
Galeota
|
Trinity Exploration and Production (Galeota)
Limited, a company amalgamated in Trinidad and Tobago with
registered number T7569(95)A whose registered office is at
3rd Floor, Southern Supplies Limited Building, #40-44
Sutton Street, San Fernando, in the island of Trinidad
|
Trinity
Group
|
Trinity and its subsidiary
undertakings and, where the context permits, each of
them
|
Trinity Profit
Estimates
|
has the meaning given to it in paragraph 9 of
this announcement
|
Trinity Share
Plan
|
the Trinity Long-Term Incentive Plan adopted on
30 April 2013 as amended from time to time
|
Trinity
Shareholders or Shareholders
|
the holders of Trinity Shares
|
Trinity
Shares
|
the existing unconditionally allotted or issued
and fully paid ordinary shares of US$ 0.01 each in the capital of
Trinity and any further such ordinary shares which are
unconditionally allotted or issued before the Scheme becomes
effective
|
TSX
|
Toronto Stock Exchange
|
TSX
Rules
|
the rules of the TSX as amended from time to
time
|
United
Kingdom or UK
|
the United Kingdom of Great Britain and
Northern Ireland
|
United
States or US
|
the United States of America, its territories
and possessions, any state of the United States of America, the
District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof
|
US Exchange
Act
|
the US Securities Exchange Act 1934, as
amended
|
Voting Record
Time
|
the time and date to be specified in the Scheme
Document by reference to which entitlement to vote at the Court
Meeting will be determined, expected to be 6.00 p.m. on the day
which is two Business Days before the date of the Court Meeting or
if the Court Meeting is adjourned, 6.00 p.m. on the day which is
two Business Days prior to the date of such adjourned meeting
|
Wider Trinity
Group
|
Trinity and associated undertakings and any
other body corporate, partnership, joint venture or person in which
Trinity and such undertakings (aggregating their interests) have a
Significant Interest
|
Wider
Touchstone Group
|
Touchstone and associated undertakings and any
other body corporate, partnership, joint venture or person in which
Touchstone and all such undertakings (aggregating their interests)
have a Significant Interest
|
For the purposes of this announcement,
"subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to "US$", "$" and "US Dollars" are to the lawful currency
of the United States.
All the times referred to in this announcement
are London times unless otherwise stated.
References to the singular include the plural
and vice versa.