REG - Trinity Exploration - Cancellation of Admission to Trading on AIM

Trinity Exploration & ProductionAnnouncement

06/11/2024 07:00

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RNS Number : 0544L  Trinity Exploration & Production  06 November 2024

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.

 

6 November 2024

 

RECOMMENDED CASH ACQUISITION

of

Trinity Exploration & Production Plc ("Trinity")

by

Lease Operators Limited ("Lease Operators")

 

effected by means of a scheme of arrangement under Part 26 of the Companies
Act 2006

 

CANCELLATION OF ADMISSION TO TRADING ON AIM OF TRINITY SHARES

 

On 2 August 2024, the boards of directors of Trinity and Lease Operators
announced that they had reached agreement on the terms of a recommended cash
acquisition for the entire issued, and to be issued, share capital of Trinity
by Lease Operators at a price of 68.05 pence per Trinity Share (the
"Acquisition"), to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Further to the announcement made by Trinity and Lease Operators on 5 November
2024 that the Scheme had become Effective in accordance with its terms,
Trinity confirms that the admission to trading of Trinity's shares on AIM has
been cancelled with effect from 7.00 a.m. today.

Full details of the Acquisition are set out in the Scheme Document. Defined
terms used but not defined in this announcement have the meaning given to them
in the shareholder circular relating to the Scheme on 8 October 2024 (the
"Scheme Document").

 

 For further information

 Trinity
 Jeremy Bridglalsingh, Chief Executive Officer                       Via Vigo Consulting

 Houlihan Lokey UK Limited (Financial Adviser to Trinity)
 Tom Hughes                                                          +44 (0)20 7839 3355

 Tim Richardson

 SPARK Advisory Partners Limited (Nominated Adviser to Trinity)
 Mark Brady                                                          +44 (0)20 3368 3550

 James Keeshan

 Vigo Consulting Limited (PR Adviser to Trinity)
 Finlay Thompson                                                     +44 (0)20 7390 0230

 Patrick D'Ancona

 Lease Operators                                                      +1 (868) 6773056
 Charles Anthony Brash Jr.

 Zeus (Financial Adviser to Lease Operators)                          +44 (0)20 3829 5000
 James Joyce

 Antonio Bossi

 James Bavister

 Isaac Hooper

Important notices

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Trinity
as financial adviser and Rule 3 Adviser and no one else in connection with the
Acquisition 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 Acquisition 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 the matters
referred to in 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 advisor to Trinity
and no one else in connection with the Acquisition 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 Acquisition or any other
matters referred to 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.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Lease Operators as financial
adviser and no one else in connection with the Acquisition and matters
referred to in this announcement and will not be responsible to anyone other
than Lease Operators for providing the protections afforded to clients of
Zeus, or for providing advice in relation to the Acquisition and matters
referred to in this announcement. Neither Zeus 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 Zeus in connection with the matters referred to
in this announcement, any statement contained herein or otherwise.

Further information

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.

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.

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  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/lease-operators-offer/ by no
later than 12.00 noon (London time) on the business day following the date of
this announcement.

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.

 

 

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