NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
25
July 2024
RECOMMENDED ALL SHARE
OFFER
for
Trinity Exploration &
Production Plc
by
Touchstone Exploration
Inc.
to be effected by means of a
scheme of arrangement
under Part 26 of the
Companies Act 2006
CALGARY, ALBERTA (July 25, 2024) -
Touchstone Exploration Inc. ("Touchstone" or the "Company") notes
the announcement made yesterday by Trinity Exploration and
Production Plc. ("Trinity") regarding a possible cash offer for
Trinity (the "Possible Offer"), and the decision by the board of
directors of Trinity (the "Trinity Board") to reschedule the Court
Hearing to 23 August 2024.
Capitalised terms used but not
defined in this announcement have the meanings given to them in the
shareholder circular relating to the Scheme published by Trinity on
24 May 2024.
The board of directors of Touchstone
(the "Touchstone Board") notes that the Possible Offer is a
"conditional, non-binding, indicative proposal" and is subject to
the completion of "satisfactory confirmatory due diligence". The
Touchstone Board also expects that any firm offer announced by
Lease Operators Limited would also necessarily be subject to
certain regulatory approvals in the Republic of Trinidad and
Tobago, in the same way as the Scheme.
Touchstone notes the
following:
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1.
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Conditions 2.1 and 2.2 to the Scheme
(relating to the approval of Trinity Shareholders at the General
Meeting and Court Meeting on 24 June 2024) and, as stated in
Trinity's announcement, all Regulatory and Antitrust Conditions, as
set out in Part A of Part Three of the Scheme Document, have been
satisfied.
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2.
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But for the action taken by the
Trinity Board, and subject to the Court's sanction of the Scheme at
the Court Hearing and the delivery of a copy of the Court Order to
the Registrar of Companies, the Scheme would have become Effective
as anticipated on 1 August 2024.
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3.
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As highlighted by the Trinity Board,
Touchstone will have the ability to invoke Condition 2.3 (ii) of
Part A of Part Three of the Scheme Document on the day prior to the
Rescheduled Court Hearing if it so chooses.
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A further announcement will be made
by Touchstone in due course.
Enquiries:
Touchstone Exploration Inc.
Paul Baay, President and Chief
Executive
Officer
Tel: +1 (403) 750-4487
Scott Budau, Chief Financial
Officer
Brian Hollingshead, Vice President
Engineering and Business Development
Shore Capital (Nominated Advisor and Joint
Broker)
Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 207 408 4090
Canaccord Genuity (Joint Broker)
Adam James / Ana
Ercegovic
Tel: +44 (0) 207 523 8000
Important notices
Shore Capital & Corporate
Limited and Shore Capital Stockbrokers Limited (either individually
or collectively "Shore Capital") which are authorised and regulated
by the Financial Conduct Authority in the United Kingdom, are
acting exclusively as lead financial adviser and joint corporate
broker for Touchstone and for no-one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Touchstone for providing the protections afforded
to clients of Shore Capital, or for providing advice in relation to
the Acquisition or any other matter referred to herein. Neither
Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with this announcement, any statement
contained herein or otherwise.
Canaccord Genuity Limited
("Canaccord Genuity"), which is authorised and regulated in the UK
by the FCA, is acting as co-financial adviser and joint corporate
broker to Touchstone and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone
other than Touchstone for providing the protections afforded to
clients of Canaccord Genuity or for providing advice in relation to
contents of this announcement or any other matters referred to in
this announcement. Neither Canaccord Genuity nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
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.
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.
Touchstone urges 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.
Publication on Website
In accordance with Rule 26.1 of the
Code a copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on the investor relations section of
Touchstone's website at
https://www.touchstoneexploration.com/trinity-acquisition/
by no later than 12.00 noon (London time) on the
business day immediately following this announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.