Trinity Exploration Touchstone Explrtn. - Statement from the Trinity Directors

Touchstone Exploration

06/08/2024 07:00

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RNS Number : 2654Z  Trinity Exploration & Production  06 August 2024

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE
UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

FOR IMMEDIATE RELEASE

6 August 2024

 

Trinity Exploration & Production plc  ("Trinity" or the "Company")

 

 

 

Statement from the Trinity Directors regarding the Lease Operators Acquisition
and the Touchstone Offer

 

 

The Trinity Directors note the update statement released by Touchstone
Exploration Inc. ("Touchstone") on 5 August 2024 regarding the status of its
offer for Trinity (the "Touchstone Offer").

 

On 2 August 2024 Lease Operators Limited ("Lease Operators") announced a
recommended cash offer for Trinity at a price 68.05 pence per Trinity Share
(the "Lease Operators Acquisition") pursuant to Rule 2.7 of the Takeover Code
(the "Rule 2.7 Announcement"). Capitalised terms used but not defined in this
announcement have the same meaning given to them in the Rule 2.7 Announcement
unless the context requires otherwise.

 

The Trinity Directors consider that the Lease Operators Acquisition provides
Trinity Shareholders with an opportunity to realise a certain valuation in
cash at a significant premium to the unaffected prevailing price, which
reflects the current strength and future potential of Trinity. The Trinity
Directors also consider that the Lease Operators Acquisition is a material
improvement for Trinity Shareholders over the Touchstone Offer and
accelerates, without further capital investment, time or operational risk, the
delivery of fair value to Trinity Shareholders.

 

Accordingly, the Trinity Directors intend unanimously to recommend that
eligible Trinity Shareholders vote in favour of the Lease Operators Scheme at
the Court Meeting and in favour of the Resolution to be proposed at the
General Meeting or, subject to the consent of the Takeover Panel, in the event
that the Lease Operators Acquisition is implemented by way of a Takeover
Offer, to accept or procure the acceptance of such Takeover Offer.

 

The Trinity Directors withdrew their recommendation of the Touchstone Offer
with immediate effect on 2 August 2024 and have postponed indefinitely the
Court sanction hearing in respect of the Touchstone Offer.

 

The Trinity Directors are intently focused on seeking the best outcome for
Trinity Shareholders through this process, and encourage Touchstone to engage
with them in pursuit of this aim.

 

Irrevocable Undertakings in respect of the Touchstone Offer

 

The Trinity Directors note the statement by Touchstone regarding the
Irrevocable Undertakings it has in support of the Touchstone Offer.

 

The Trinity Directors also note that whilst the Irrevocable Undertakings
currently remain binding, they will lapse in specified circumstances, in
particular if the Touchstone Offer lapses or is withdrawn or does not become
effective by the Long-stop Date.

 

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

 

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

 

Nick Clayton, Chairman of Trinity, commented:

 

"Whilst unusual, the competitive nature of this situation is welcomed by the
Trinity Directors as we endeavour to secure the best possible outcome for
Trinity Shareholders through this process. We believe that the Lease Operators
Acquisition is a material improvement for Trinity Shareholders over the
Touchstone Offer and accelerates, without further capital investment, time or
operational risk, the delivery of fair value to Trinity Shareholders."

 

 

Enquiries:

 

 Trinity Exploration & Production plc           Via Vigo Consulting
 Jeremy Bridglalsingh, Chief Executive Officer

 Julian Kennedy, Chief Financial Officer

 Nick Clayton, Non- Executive Chairman

 Houlihan Lokey UK Limited                      +44 (0) 20 7839 3355
 (Sole Financial Adviser and Rule 3 Adviser)
 Tom Hughes / Tim Richardson

 SPARK Advisory Partners Limited                +44 (0)20 3368 3550
 (Nominated Adviser)
 Mark Brady /James Keeshan

 Cavendish Capital Markets Limited              +44 (0)20 7397 8900
 (Broker)                                       +44 (0)131 220 6939
 Leif Powis / Derrick Lee / Neil McDonald

 Vigo Consulting Limited                        trinity@vigoconsulting.com (mailto:trinity@vigoconsulting.com)
 Finlay Thomson / Patrick d'Ancona              +44 (0)20 7390 0230

Pinsent Masons LLP is providing legal advice to the Company in connection with
the matters described in this announcement.

 

Notices relating to financial advisers:

 

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to Trinity and no one else in connection with
the matters described in this announcement and will not be responsible to
anyone other than Trinity for providing the protections afforded to clients of
Houlihan Lokey or for providing advice in relation to the matters referred to
in this announcement. Neither Houlihan Lokey nor any of its affiliates owes or
accepts any duty, liability, or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Houlihan Lokey in connection with this
announcement, any statement contained herein or otherwise.

 

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as nominated adviser to Trinity
and no one else in connection with the matters described in this announcement
and will not be responsible to anyone other than Trinity for providing the
protections afforded to clients of SPARK or for providing advice in relation
to the matters described in this announcement. Neither SPARK nor any of its
affiliates owes or accepts any duty, liability, or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of SPARK in connection with the
matters referred to in this Announcement, any statement contained herein or
otherwise.

 

Additional Information

 

This announcement is for information purposes only. It is not intended to, and
does not, constitute or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities in any jurisdiction, pursuant to this announcement
or otherwise. The distribution of this announcement in jurisdictions other
than the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Trinity who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared in accordance with the laws of England and
Wales, the Code, the AIM Rules for Companies and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England and Wales.

 

Responsibility:

 

The person responsible for arranging the release of this announcement on
behalf of Trinity is Jeremy Bridglalsingh, Chief Executive Officer.

 

Dealing disclosure requirements of the Code:

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
 securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on website:

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) by no later than 12 noon (London time) on the
business day immediately following the date of this announcement at www.
(http://www.trinityexploration.com) trinityexploration
(http://www.trinityexploration.com) .com (http://www.trinityexploration.com) .
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.

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