Touchstone Explrtn. Trinity Exploration - Statement regarding Lease Operators offer

Touchstone Exploration

05/08/2024 07:00

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RNS Number : 0773Z  Touchstone Exploration Inc.  05 August 2024

 

 

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

 

5 August 2024

ALL SHARE OFFER

 

for

 

Trinity Exploration & Production Plc ("Trinity")

 

by

 

Touchstone Exploration Inc. ("Touchstone")

 

 

Statement regarding Lease Operators offer for Trinity and update on
Irrevocable Undertakings and Letter of Intent

 

CALGARY, ALBERTA - Touchstone notes the announcement by Lease Operators
Limited ("Lease Operators") and Trinity of a recommended offer by Lease
Operators for the entire issued and to be issued share capital of Trinity (the
"Lease Operators Offer"), which is intended to be implemented by way of a
Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies
Act (the "Lease Operators Scheme").

 

Touchstone is considering its position and urges Trinity Shareholders to take
no action in response to the announcement by Lease Operators and Trinity.

 

Irrevocable undertakings summary

 

The board of directors of Touchstone (the "Touchstone Board") notes that prior
to the announcement of the all share offer by Touchstone on 1 May 2024 (the
"Touchstone Offer"), Touchstone received Irrevocable Undertakings in respect
of a total of 15,083,344 Trinity Shares representing, in aggregate,
approximately 38.9 percent of Trinity's ordinary share capital in issue
(excluding any Trinity Shares held in treasury). The necessary resolutions to
approve the scheme of arrangement proposed by Trinity to implement the
Touchstone Offer (the "Touchstone Scheme") were approved by majorities of over
99 percent of shareholders voting at both the Trinity Court Meeting and
General Meeting.

 

The terms of the Irrevocable Undertakings were summarised in both the
announcement on 1 May 2024 and the shareholder circular relating to the
Touchstone Scheme published by Trinity on 24 May 2024 (the "Touchstone Scheme
Document"), and that summary is reproduced in full in the Annex to this
announcement. The Irrevocable Undertakings themselves are available online at:
https://www.touchstoneexploration.com/trinity-acquisition
(https://www.touchstoneexploration.com/trinity-acquisition)

 

In particular, Touchstone draws the attention of Trinity Shareholders to the
fact that, as the Trinity Court Meeting and General Meeting have both taken
place, the Irrevocable Undertakings remain binding regardless of the Lease
Operators Offer unless the Touchstone scheme lapses or is withdrawn. A summary
of the circumstances in which the Irrevocable Undertakings would cease to have
effect is included in the Annex to this announcement.

 

Touchstone notes that the terms of the Irrevocable Undertakings oblige those
Trinity Shareholders and Trinity Directors who gave Irrevocable Undertakings
to vote against the Lease Operators Scheme. As long as the Irrevocable
Undertakings remain binding, the statutory majorities required for shareholder
approval of the Lease Operators Scheme would not be capable of being met and
the Lease Operators Scheme would not, therefore, be capable of becoming
effective.

 

 

Receipt of Letter of Intent in Support of Touchstone's Offer

 

Touchstone further announces that it has received a letter of intent from
Andrew Byles in respect of a total of 1,000,000 Trinity Shares, representing
approximately 2.58 per cent. of the ordinary share capital of Trinity
(excluding any Trinity Shares held in treasury) (the "Letter of Intent"),
which confirms:

 

i.    that he remains fully supportive of the Touchstone Offer;

ii.    that he intends to vote against any resolution put to Trinity
shareholders to approve the Lease Operators Offer and / or any other
shareholder resolution to approve, implement or facilitate the Lease Operators
Offer (or any other resolution which may delay, impede or frustrate the
Touchstone Offer); and

iii.   that, if the Lease Operators Offer were to be revised so as to be
implemented by means of a contractual takeover offer, it would also be his
intention not to accept the Lease Operators Offer.

 

When taken together with the Irrevocable Undertakings, this brings the total
number of Trinity Shares subject to Irrevocable Undertakings and the Letter of
Intent to 16,083,344 Trinity Shares, representing approximately 41.45 per
cent. of the ordinary share capital of Trinity in issue on 2 August 2024
(being the latest practicable date prior to this announcement and excluding
any Trinity Shares held in treasury).

 

As highlighted by the Trinity Board and in Touchstone's announcement on 25
July 2024, Touchstone notes that it will have the ability to invoke Condition
2.3 (ii) of Part A of Part Three of the Touchstone Scheme Document and lapse
the Scheme on 22 August 2024, being the 22(nd) day following the date of the
original Court Hearing date of 31 July 2024, if it so chooses. In such
circumstances, the Irrevocable Undertakings would also cease to have effect.

 

A further announcement will be made by Touchstone in due course, as and when
appropriate.

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Touchstone Scheme Document.

 

Enquiries:

 

Touchstone Exploration Inc.

Paul Baay, President and Chief Executive
Officer                       Tel: +1 (403) 750-4487

Scott Budau, Chief Financial Officer

Brian Hollingshead, Vice President Engineering and Business Development

 

Shore Capital (Lead Financial Adviser, Nominated Advisor and Joint Broker)

Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 207 408 4090

 

Canaccord Genuity (Co-Financial Adviser and Joint Broker)

Adam James / Charlie
Hammond
Tel: +44 (0) 207 523 8000

 

 

Important notices

 

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital") which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
exclusively as lead financial adviser and joint corporate broker for
Touchstone and for no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Touchstone for
providing the protections afforded to clients of Shore Capital, or for
providing advice in relation to the Acquisition or any other matter referred
to herein. Neither Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with this
announcement, any statement contained herein or otherwise.

 

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the UK by the FCA, is acting as co-financial adviser and joint
corporate broker to Touchstone and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone other than
Touchstone for providing the protections afforded to clients of Canaccord
Genuity or for providing advice in relation to contents of this announcement
or any other matters referred to in this announcement. Neither Canaccord
Genuity nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with this announcement, any statement
contained herein or otherwise.

 

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 Touchstone 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 Touchstone
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 and the
Letter of Intent 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/
(https://url.avanan.click/v2/___https:/www.touchstoneexploration.com/trinity-acquisition/___.YXAxZTpzaG9yZWNhcDphOm86MDM1NmU3NWMyZGYzNzY2YWU2ZjM2OWQyNDJmYjM2NGY6Njo4NDg3OmJhMTVhMjQ3ZDE0MjY0NGMyMWQ3MzA1ZjU3NzEwODcyMmYwMTEyNmFjNDY5N2UwYWMzNmU5NmIxMDc3YjEzZWU6cDpUOk4)
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.

 

Annex - Irrevocable Undertakings summary extracted from the Touchstone Scheme
Document

 

The Touchstone Scheme Document contained the following summary of the
Irrevocable Undertakings:

 

Trinity Director irrevocable undertakings in respect of Trinity Shares

 

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
Resolution 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:

 

 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:

 

i.    the Panel consents to Touchstone not proceeding with the Acquisition;

ii.    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

iii.   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.

 

Additional Shareholder irrevocable undertakings in respect of Trinity Shares

 

The following persons have given irrevocable undertakings which include
undertakings to vote, or procure a vote, in favour of the Scheme at the Court
Meeting and the Resolution relating to the Acquisition at the General Meeting,
or, in the event that the Acquisition is implemented by way of a Takeover
Offer, to accept or procure the acceptance of such Takeover Offer, in respect
of the following Trinity Shares:

 

 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 if:

i.    the Panel consents to Touchstone not proceeding with the Acquisition;

ii.    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

iii.   any person other than Touchstone (or any person acting in concert
with Touchstone) announces either:

a.   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

b.   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

c.   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.

 

 

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