REG - Touchstone Explrtn. Trinity Exploration - Offer update – lapsing of Acquisition

Touchstone ExplorationAnnouncement

19/09/2024 07:00

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RNS Number : 7799E  Touchstone Exploration Inc.  19 September 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

 

19 September 2024

ALL SHARE OFFER

 

for

 

Trinity Exploration & Production Plc ("Trinity")

 

by

 

Touchstone Exploration Inc. ("Touchstone")

 

 

Offer update - lapsing of Acquisition

 

CALGARY, ALBERTA - The board of directors of Touchstone (the "Touchstone
Board") notes Trinity's announcement on 18 September 2024 (the "Announcement")
that the board of directors of Trinity (the "Trinity Board") are seeking the
permission of the Court to formally withdraw the Scheme ("Withdrawal") at a
Court hearing which has been scheduled for 25 September 2024 (the "Withdrawal
Hearing").

 

Notwithstanding withdrawal of the Scheme, the Touchstone Board confirms that
it does not intend to exercise its right to implement the Acquisition by way
of a Takeover Offer for the Trinity Shares as an alternative to the Scheme (as
provided for under paragraph 10 of Part B of Part Three of the Touchstone
Scheme Document).

 

Consequently, the Touchstone Board has requested the Takeover Panel's consent
for the Acquisition to lapse upon Withdrawal taking effect, which consent has
been granted.

 

As stated in the Announcement, assuming the Court grants its permission for
Withdrawal at the Withdrawal Hearing, Withdrawal will take effect immediately
following the Withdrawal Hearing, at which time the Acquisition will also
lapse with immediate effect.

 

Paul Baay, President and Chief Executive Officer of Touchstone, commented:

 

"We are disappointed with the outcome of this process, and the fact that UK
takeover rules make it possible for our offer not to complete at such a late
stage in the process despite having obtained both shareholder and regulatory
approvals. We believe our offer represented compelling value for all
stakeholders.

 

However, Touchstone remains committed to maintaining strict discipline in all
corporate activities. We will only pursue investments that align with our
strategic and financial goals, ensuring they deliver value to our
shareholders.

 

As we continue to advance our operations to tie in the Cascadura-2ST1 and
Cascadura-3ST1 wells towards their first production, along with our upcoming
fourth-quarter drilling program, we look forward to updating our shareholders
on our strategic and operational progress in the coming months. We will soon
provide an updated presentation and host an investor forum to share our
developments."

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the shareholder circular published by Trinity in connection
with the Scheme on 24 May 2024 (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.

 

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.

 

Advisory Regarding 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 the Company.
Forward-looking statements are statements that are not historical facts and
are generally, but not always, identified by the words "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.

 

Although the Company believes that the expectations and assumptions on which
the forward-looking statements are based are reasonable, undue reliance should
not be placed on the forward-looking statements because the Company can give
no assurance 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. Actual results could differ
materially from those currently anticipated due to a number of factors and
risks. Certain of these risks are set out in more detail in the Company's 2023
Annual Information Form dated March 20, 2024 which is available under the
Company's profile on SEDAR+ (www.sedarplus.ca
(https://url.avanan.click/v2/___http:/www.sedarplus.ca/___.YXAxZTpzaG9yZWNhcDphOm86NmVjYjdiNGViNzM3YTkwMzcxYmVhNmZlMzIwYTMyMGU6NjplZmNkOjhhYWIxMzQ2NGI2YWYyNWFmZTA3ZjBmNjI5M2Y0MjBlZTllMzM1ZWRhMzYxOWVlZTU5MWU1ZjIzOWVmZjBlOGI6cDpUOk4)
) and on the Company's website (www.touchstoneexploration.com
(https://url.avanan.click/v2/___http:/www.touchstoneexploration.com/___.YXAxZTpzaG9yZWNhcDphOm86NmVjYjdiNGViNzM3YTkwMzcxYmVhNmZlMzIwYTMyMGU6Njo1ZDdlOjg5MzkyM2RjY2VmNzk1MDYyMTdlOWZlZTU4YjdlNDA3NGU5ZTEwMGIzN2ZmMmQ4MDI0ZmY4Y2Q2Nzg5NWNiNzk6cDpUOk4)
). The forward-looking statements contained in this announcement are made as
of the date hereof, and except as may be required by applicable securities
laws, the Company assumes no obligation or intent to update publicly or revise
any forward-looking statements made herein or otherwise, whether as a result
of new information, future events or otherwise.

 

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