NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
RECOMMENDED ALL SHARE
OFFER
for
Trinity Exploration & Production Plc
("Trinity")
by
Touchstone Exploration Inc.
("Touchstone")
to be effected by means of a scheme of
arrangement
under Part 26 of the Companies Act 2006
24 May 2024
Publication of Scheme
Document and Notices of Meetings
On 1 May 2024, the boards of
directors of Trinity and Touchstone announced that they had reached
agreement on the terms of a recommended acquisition of the entire
issued, and to be issued, share capital of Trinity by Touchstone
(the "Acquisition") to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").
Publication and posting of the Scheme
Document
Trinity is pleased to announce that a
circular in relation to the Scheme (the "Scheme Document") setting out, among
other things, a letter from the Chairman of Trinity, the full terms
and conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and General Meeting
and details of the actions to be taken by Trinity Shareholders
has been published today on Trinity's website at
https://trinityexploration.com/investors/touchstone-offer/
and Touchstone's website at
https://www.touchstoneexploration.com/trinity-acquisition/.
The Scheme Document, Forms of Proxy
for the Court Meeting and the General Meeting are today being sent
to Trinity Shareholders. Trinity is also sending to participants in
the Trinity Share Plan details of the proposals being made to such
participants in connection with the Acquisition.
Defined terms used but not defined in
this announcement have the meaning given to them in the Scheme
Document.
Action required
As further detailed in the Scheme
Document, in order to become Effective, the Scheme will require,
the approval of Scheme Shareholders at the Court Meeting and the
passing of the Resolution at the General Meeting and the subsequent
sanction by the Court. The Scheme is also subject to the
satisfaction or waiver of the Conditions (including the Regulatory
Conditions) and further terms that are set out in the Scheme
Document.
Notices convening the Court Meeting
and General Meeting are set out in the Scheme Document, both of
which will be held at the offices of Cavendish Capital Markets
Limited at 1 Bartholomew Close, London, England, EC1A 7BL on 24
June 2024. The Court Meeting will start at 10.00 a.m. and the
General Meeting at 10.15 a.m. (or as soon thereafter as the Court
Meeting shall have been concluded or adjourned).
Any changes to the arrangements for
the Court Meeting and the General Meeting will be communicated to
Scheme Shareholders before the Meetings, including through
Trinity's website at https://trinityexploration.com/ and by
announcement through a Regulatory Information Service.
Scheme Shareholders and Trinity
Shareholders are encouraged to submit proxy appointments and
instructions for the Court Meeting and the General Meeting as soon
as possible using any of the methods set out in the Scheme
Document. Scheme Shareholders and Trinity Shareholders are
also encouraged to appoint the Chair of the relevant Meeting as
their proxy.
It is important that, for the Court
Meeting in particular, as many votes as possible are cast so that
the Court may be satisfied that there is a fair representation of
Scheme Shareholders. Trinity Shareholders are therefore strongly
urged to complete, sign and return your Forms of Proxy by post (or
transmit a proxy appointment and voting instruction online via Link
Group's facility or through the CREST electronic proxy appointment
service) as soon as possible.
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. Houlihan Lokey is providing
independent financial advice to the Trinity Directors for the
purposes of Rule 3 of the Code. In providing its financial advice,
Houlihan Lokey has taken into account the commercial assessments of
the Trinity Directors.
Accordingly, the Trinity Directors unanimously recommend that
Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and Trinity Shareholders vote in favour of the Resolution
to be proposed at the General Meeting which are to be convened to
approve the Acquisition, as each of Nicholas Clayton, Jeremy
Bridglalsingh and James Menzies have irrevocably undertaken to do
in respect of their own beneficial shareholdings in Trinity which
amount in aggregate to 464,463 Trinity Shares, representing
approximately 1.2% per cent. of the existing issued share capital
of Trinity (excluding Treasury Shares) as at 30 April 2024 (being
the last business day prior to the issuance of the Rule 2.7
Announcement).
Information for Trinity Shareholders
If you have any questions about this
announcement, the Scheme Document, the Court Meeting or the General
Meeting or how to complete the Forms of Proxy or to appoint a proxy
electronically or through the CREST electronic proxy appointment
service, please call the shareholder helpline operated by Link
Group on 0371 664 0321 (or +44 371 664 0321 from overseas). Calls
to this number are charged at the standard geographic rate and will
vary by provider. Calls from outside the UK will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m.(London time), Monday to Friday, excluding public
holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice nor provide any advice
on the merits of the Scheme and calls may be recorded and monitored
for security and training purposes.
Timetable
The Scheme Document contains a
current expected timetable of principal events relating to the
Scheme, which is also set out in the Appendix below.
Subject to obtaining the approval of
Scheme Shareholders at the Court Meeting and Trinity Shareholders
at the General Meeting, the sanction of the Court and the
satisfaction (or, where applicable, waiver) of the other Conditions
(including the Regulatory Conditions), the Scheme is expected to
become Effective before the end of Q3 2024. The Scheme will
become Effective upon a copy of the Court Order being delivered to
the Registrar of Companies for registration.
It is intended that following the
Scheme becoming Effective, the London Stock Exchange will be
requested to cancel trading of Trinity Shares on AIM. Such
cancellation is expected to take effect shortly following the
Scheme becoming Effective.
APPENDIX
Expected timetable of principal
events
Event
|
Expected time / date(1)
|
Publication of the Scheme
Document
|
24 May 2024
|
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form)
General Meeting (YELLOW
form)
|
10.00 a.m. on 20 June
2024(2)
10.15 a.m. on 20 June
2024(3)
|
Voting Record Time for the Court
Meeting and the General Meeting
|
6.00 p.m. on 20 June
2024(4)
|
Court Meeting
|
10.00 a.m. on 24 June 2024
|
General Meeting
|
10.15 a.m. on 24 June 2024(5)
|
The
following dates will be determined by the date of satisfaction of
the Conditions; please see note (6) below.
|
Court Sanction Hearing
|
A date expected to be before the end
of Q3 2024 ("D")
|
Last day of dealings in, or for
registration of transfers of, and disablement in CREST of Trinity
Shares
|
D
|
|
|
Effective Date of the Scheme
|
D+1
business day(7)
|
Dealings in Trinity Shares
suspended
|
7.30 a.m. on D+1 business
day
|
Cancellation of admission to trading
of Trinity Shares on AIM
|
By no later than 8.00 a.m. on D+2
business days
|
Admission and commencement of
dealings of the New Touchstone Shares on AIM and TSX
|
8.00 a.m. on D+2 business
days
|
Settlement of the New Touchstone
Shares due to Trinity Shareholders under the Scheme
|
At or soon after 8.00 a.m. on D+2
(but not later than 14 days after the Effective Date)
|
Despatch of share certificates for
New Touchstone Shares
|
Within 14 days of the Effective
Date
|
Long-stop Date
|
31 January
2025(8)
|
(1) The dates and times given
are indicative only and are based on current expectations and are
subject to change (including as a result of changes to the
regulatory timetable).
References to times are to London,
United Kingdom time unless otherwise stated. If any of the times
and/or dates above change, the revised times and/or dates will be
notified to Trinity Shareholders by announcement through a
Regulatory Information Service.
(2) It is requested that blue
Forms of Proxy for the Court Meeting be lodged not later than 48
hours prior to the time appointed for the Court Meeting or, if the
Court Meeting is adjourned, 48 hours prior to the time fixed for
any adjourned Court Meeting (excluding any part of such 48-hour
period falling on a day that is not a business day). If the blue
Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on
20 June 2024, it may be presented in person to the chair of the
Court Meeting or the Link representative who will be present at the
Court Meeting any time prior to the commencement of the Court
Meeting (or any adjournment thereof).
(3) In order to be valid, the
yellow Forms of Proxy for the General Meeting must be lodged not
later than 10.15 a.m. on 20 June 2024 or, if the General Meeting is
adjourned, 48 hours prior to the time fixed for the adjourned
General Meeting (excluding any part of such 48-hour period falling
on a day that is not a business day).
(4) If either the Court
Meeting or the General Meeting is adjourned, the Voting Record Time
for the relevant adjourned meeting will be 6.00 p.m. on the day
which is two business days prior to the date of the adjourned
Meeting.
(5) To commence at 10.15 a.m.
or as soon thereafter as the Court Meeting concludes or is
adjourned.
(6) The following dates and
times associated with the Scheme are subject to change and will
depend on, among other things, the date on which the Conditions to
the Scheme are satisfied or, if capable of waiver, waived, and the
date on which the Court sanctions the Scheme. Trinity will give
adequate notice of any changes to these dates and times, when
known, by issuing an announcement through a Regulatory Information
Service, with such announcement being made available on Trinity's
website at https://trinityexploration.com/investors/. Further
updates and changes to these times will be notified in the same
way. See also note (1).
(7) Trinity expects that,
subject to the satisfaction (or, where applicable, waiver) of the
Conditions in Part Three ((Conditions and Further Terms of the
Acquisition)) of the Scheme Document, the Scheme will become
Effective before the end of Q3 2024.
(8) This is the latest date by
which the Scheme may become Effective. However, the Long-stop Date
may be extended to such later date as may be agreed by Trinity and
Touchstone (with the Panel's consent and as the Court may approve
(if such consent and/or approval is required)) or if the Panel
requires an extension to the Long-stop Date pending final
determination of an issue under section 3(g) of Appendix 7 of the
Code.
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
|
Touchstone
|
|
Paul Baay, President and Chief
Executive Officer
Scott Budau, Chief Financial
Officer
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
|
Pinsent Masons LLP is acting as legal
adviser to Trinity in connection with the Acquisition. Norton Rose
Fulbright LLP is acting as legal adviser to Touchstone.
Important
notices
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised
and regulated in the UK by the FCA, is acting exclusively as
financial adviser to Trinity and no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than Trinity for providing the protections afforded to
clients of Houlihan Lokey or for providing advice in relation to
contents of this announcement or any other matters referred to in
this announcement. Neither Houlihan Lokey nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Houlihan
Lokey in connection with this announcement, any statement contained
herein or otherwise.
SPARK Advisory Partners Limited ("SPARK"), which is regulated by the FCA
in the United Kingdom, is acting exclusively as nominated adviser
to Trinity and no one else in connection with the matters referred
to in this announcement, and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the matters referred to in this announcement and is
not, and will not be, responsible to anyone other than Trinity for
providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any
transaction or arrangement referred to in this announcement.
Neither SPARK nor any of its group undertakings or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of SPARK in
connection with this announcement or any matter referred to
herein.
Shore Capital & Corporate Limited and Shore Capital
Stockbrokers Limited (either individually or collectively
"Shore Capital") which are
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, are acting exclusively as lead financial adviser
and joint corporate broker for Touchstone and for no-one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than Touchstone for providing
the protections afforded to clients of Shore Capital, or for
providing advice in relation to the Acquisition or any other matter
referred to herein. Neither Shore Capital & Corporate Limited
nor Shore Capital Stockbrokers Limited, nor any of their
subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Shore Capital in connection with this announcement,
any statement contained herein or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the UK by the FCA, is acting as
co-financial adviser and joint corporate broker to Touchstone and
no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than
Touchstone for providing the protections afforded to clients of
Canaccord Genuity or for providing advice in relation to contents
of this announcement or any other matters referred to in this
announcement. Neither Canaccord Genuity nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
Further
information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part
of, any offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in relation to the Acquisition
or the Scheme or otherwise, in any jurisdiction in which such
offer, invitation or solicitation is unlawful.
The
Acquisition will be made solely by the Scheme Document and the
Forms of Proxy accompanying the Scheme Document, which together
contain the full terms and conditions of the Acquisition, including
details of how the Acquisition may be approved.
This announcement has been prepared for the purpose of
complying with the laws of England and Wales and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England and Wales.
Nothing in this announcement should be relied on for any other
purpose.
Trinity and Touchstone urge Trinity Shareholders to read the
Scheme Document because it contains important information relating
to the Acquisition.
This announcement does not constitute a prospectus or
prospectus exempted document.
Overseas
Shareholders
The
availability of the Acquisition to Trinity Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Any person
outside the United Kingdom or who are subject to the laws
and/regulations of another jurisdiction should inform themselves
of, and should observe, any applicable legal and/or regulatory
requirements.
The
release, publication or distribution of this announcement in or
into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Unless otherwise determined by Touchstone or required by the
Code and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or form
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) within any Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement, the Scheme Document and all documents
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this document and all documents relating to the Acquisition
(including custodians, nominees and trustees) must observe these
restrictions and must not mail or otherwise distribute or send them
in, into or from such jurisdictions where to do so would violate
the laws in that jurisdiction. Doing so may render invalid any
purported vote in respect of the Acquisition.
Disclosure requirements of
the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website and
Availability of Hard Copies
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the
AIM Rules for Companies will be available free of charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on the investor relations section of Trinity's
website at https://trinityexploration.com/investors/touchstone-offer/ and
Touchstone's website at https://www.touchstoneexploration.com/trinity-acquisition/ by
no later than 12.00 noon (London time) on 28 May
2024.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
In
accordance with Rule 30.3 of the Code, 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 0321 if calling from the
United Kingdom, or +44 (0) 371 664
0321 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.
Information relating to
Trinity Shareholders
Please be aware that addresses, electronic addresses and
certain other information provided by Trinity Shareholders, persons
with information rights, and other relevant persons for the receipt
of communications from Trinity may be provided to Touchstone during
the Offer Period as required under Section 4 of Appendix 4 of the
Code in order to comply with Rule 2.11(c) of the
Code.