Trinity Exploration - Publication of Scheme Document&Notices of Meetings
24/05/2024 16:22
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RNS Number : 9142P Trinity Exploration & Production 24 May 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.
RECOMMENDED ALL SHARE OFFER
for
Trinity Exploration & Production Plc ("Trinity")
by
Touchstone Exploration Inc. ("Touchstone")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
24 May 2024
Publication of Scheme Document and Notices of Meetings
On 1 May 2024, the boards of directors of Trinity and Touchstone announced
that they had reached agreement on the terms of a recommended acquisition of
the entire issued, and to be issued, share capital of Trinity by Touchstone
(the "Acquisition") to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Publication and posting of the Scheme Document
Trinity is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document") setting out, among other things, a letter from the Chairman
of Trinity, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act 2006, an expected
timetable of principal events, notices of the Court Meeting and General
Meeting and details of the actions to be taken by Trinity Shareholders has
been published today on Trinity's website at
https://trinityexploration.com/investors/touchstone-offer/ and Touchstone's
website at https://www.touchstoneexploration.com/trinity-acquisition/.
The Scheme Document, Forms of Proxy for the Court Meeting and the General
Meeting are today being sent to Trinity Shareholders. Trinity is also sending
to participants in the Trinity Share Plan details of the proposals being made
to such participants in connection with the Acquisition.
Defined terms used but not defined in this announcement have the meaning given
to them in the Scheme Document.
Action required
As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, the approval of Scheme Shareholders at the Court Meeting
and the passing of the Resolution at the General Meeting and the subsequent
sanction by the Court. The Scheme is also subject to the satisfaction or
waiver of the Conditions (including the Regulatory Conditions) and further
terms that are set out in the Scheme Document.
Notices convening the Court Meeting and General Meeting are set out in the
Scheme Document, both of which will be held at the offices of Cavendish
Capital Markets Limited at 1 Bartholomew Close, London, England, EC1A 7BL on
24 June 2024. The Court Meeting will start at 10.00 a.m. and the General
Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have
been concluded or adjourned).
Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders before the Meetings, including
through Trinity's website at https://trinityexploration.com/ and by
announcement through a Regulatory Information Service.
Scheme Shareholders and Trinity Shareholders are encouraged to submit proxy
appointments and instructions for the Court Meeting and the General Meeting as
soon as possible using any of the methods set out in the Scheme Document.
Scheme Shareholders and Trinity Shareholders are also encouraged to appoint
the Chair of the relevant Meeting as their proxy.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Scheme Shareholders. Trinity Shareholders are therefore
strongly urged to complete, sign and return your Forms of Proxy by post (or
transmit a proxy appointment and voting instruction online via Link Group's
facility or through the CREST electronic proxy appointment service) as soon as
possible.
Recommendation
The Trinity Directors, who have been so advised by Houlihan Lokey as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. Houlihan Lokey is providing independent financial
advice to the Trinity Directors for the purposes of Rule 3 of the Code. In
providing its financial advice, Houlihan Lokey has taken into account the
commercial assessments of the Trinity Directors.
Accordingly, the Trinity Directors unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and Trinity
Shareholders vote in favour of the Resolution to be proposed at the General
Meeting which are to be convened to approve the Acquisition, as each of
Nicholas Clayton, Jeremy Bridglalsingh and James Menzies have irrevocably
undertaken to do in respect of their own beneficial shareholdings in Trinity
which amount in aggregate to 464,463 Trinity Shares, representing
approximately 1.2% per cent. of the existing issued share capital of Trinity
(excluding Treasury Shares) as at 30 April 2024 (being the last business day
prior to the issuance of the Rule 2.7 Announcement).
Information for Trinity Shareholders
If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting or how to complete the Forms of Proxy or
to appoint a proxy electronically or through the CREST electronic proxy
appointment service, please call the shareholder helpline operated by Link
Group on 0371 664 0321 (or +44 371 664 0321 from overseas). Calls to this
number are charged at the standard geographic rate and will vary by provider.
Calls from outside the UK will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m.(London time),
Monday to Friday, excluding public holidays in England and Wales. Please note
that Link Group cannot provide any financial, legal or tax advice nor provide
any advice on the merits of the Scheme and calls may be recorded and monitored
for security and training purposes.
Timetable
The Scheme Document contains a current expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix below.
Subject to obtaining the approval of Scheme Shareholders at the Court Meeting
and Trinity Shareholders at the General Meeting, the sanction of the Court and
the satisfaction (or, where applicable, waiver) of the other Conditions
(including the Regulatory Conditions), the Scheme is expected to become
Effective before the end of Q3 2024. The Scheme will become Effective upon a
copy of the Court Order being delivered to the Registrar of Companies for
registration.
It is intended that following the Scheme becoming Effective, the London Stock
Exchange will be requested to cancel trading of Trinity Shares on AIM. Such
cancellation is expected to take effect shortly following the Scheme becoming
Effective.
APPENDIX
Expected timetable of principal events
Event Expected time / date((1))
Publication of the Scheme Document 24 May 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 10.00 a.m. on 20 June 2024((2))
( )
General Meeting (YELLOW form) 10.15 a.m. on 20 June 2024((3))
Voting Record Time for the Court Meeting and the General Meeting 6.00 p.m. on 20 June 2024((4))
Court Meeting 10.00 a.m. on 24 June 2024
General Meeting 10.15 a.m. on 24 June 2024((5))
The following dates will be determined by the date of satisfaction of the
Conditions; please see note (6) below.
Court Sanction Hearing A date expected to be before the end of Q3 2024 ("D")
Last day of dealings in, or for registration of transfers of, and disablement D
in CREST of Trinity Shares
Effective Date of the Scheme D+1 business day((7))
Dealings in Trinity Shares suspended 7.30 a.m. on D+1 business day
Cancellation of admission to trading of Trinity Shares on AIM By no later than 8.00 a.m. on D+2 business days
Admission and commencement of dealings of the New Touchstone Shares on AIM and 8.00 a.m. on D+2 business days
TSX
Settlement of the New Touchstone Shares due to Trinity Shareholders under the At or soon after 8.00 a.m. on D+2 (but not later than 14 days after the
Scheme Effective Date)
Despatch of share certificates for New Touchstone Shares Within 14 days of the Effective Date
Long-stop Date 31 January 2025((8))
(1) The dates and times given are indicative only and are based on current
expectations and are subject to change (including as a result of changes to
the regulatory timetable).
References to times are to London, United Kingdom time unless otherwise
stated. If any of the times and/or dates above change, the revised times
and/or dates will be notified to Trinity Shareholders by announcement through
a Regulatory Information Service.
(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged
not later than 48 hours prior to the time appointed for the Court Meeting or,
if the Court Meeting is adjourned, 48 hours prior to the time fixed for any
adjourned Court Meeting (excluding any part of such 48-hour period falling on
a day that is not a business day). If the blue Form of Proxy for the Court
Meeting is not lodged by 10.00 a.m. on 20 June 2024, it may be presented in
person to the chair of the Court Meeting or the Link representative who will
be present at the Court Meeting any time prior to the commencement of the
Court Meeting (or any adjournment thereof).
(3) In order to be valid, the yellow Forms of Proxy for the General Meeting
must be lodged not later than 10.15 a.m. on 20 June 2024 or, if the General
Meeting is adjourned, 48 hours prior to the time fixed for the adjourned
General Meeting (excluding any part of such 48-hour period falling on a day
that is not a business day).
(4) If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the
day which is two business days prior to the date of the adjourned Meeting.
(5) To commence at 10.15 a.m. or as soon thereafter as the Court Meeting
concludes or is adjourned.
(6) The following dates and times associated with the Scheme are subject to
change and will depend on, among other things, the date on which the
Conditions to the Scheme are satisfied or, if capable of waiver, waived, and
the date on which the Court sanctions the Scheme. Trinity will give adequate
notice of any changes to these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with such announcement
being made available on Trinity's website at
https://trinityexploration.com/investors/. Further updates and changes to
these times will be notified in the same way. See also note (1).
(7) Trinity expects that, subject to the satisfaction (or, where applicable,
waiver) of the Conditions in Part Three ((Conditions and Further Terms of the
Acquisition)) of the Scheme Document, the Scheme will become Effective before
the end of Q3 2024.
(8) This is the latest date by which the Scheme may become Effective.
However, the Long-stop Date may be extended to such later date as may be
agreed by Trinity and Touchstone (with the Panel's consent and as the Court
may approve (if such consent and/or approval is required)) or if the Panel
requires an extension to the Long-stop Date pending final determination of an
issue under section 3(g) of Appendix 7 of the Code.
Trinity
Jeremy Bridglalsingh, Chief Executive Officer Via Vigo Consulting
Julian Kennedy, Chief Financial Officer
Nick Clayton, Non- Executive Chairman
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
Touchstone
Paul Baay, President and Chief Executive Officer +1 403 750 4487
Scott Budau, Chief Financial Officer
John Wright, Chair of the Board of Directors
Shore Capital (Lead Financial Adviser, Nominated Adviser and Joint Corporate
Broker to Touchstone)
Daniel Bush +44 (0)20 7408 4090
Toby Gibbs
Tom Knibbs
Canaccord Genuity Limited (Co-Financial Adviser, and Joint Corporate Broker to
Touchstone)
Adam James +44 (0)20 7523 8000
Ana Ercegovic
FTI Consulting (PR Adviser to Touchstone)
Ben Brewerton +44 (0) 20 3727 1000
Nick Hennis
Pinsent Masons LLP is acting as legal adviser to Trinity in connection with
the Acquisition. Norton Rose Fulbright LLP is acting as legal adviser to
Touchstone.
Important notices
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial adviser to
Trinity and no one else in connection with the matters set out 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 contents of this announcement 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 this announcement, any statement contained herein or
otherwise.
SPARK Advisory Partners Limited ("SPARK"), which is regulated by the FCA in
the United Kingdom, is acting exclusively as nominated adviser to Trinity and
no one else in connection with the matters referred to in this announcement,
and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the matters referred to in this
announcement and is not, and will not be, responsible to anyone other than
Trinity for providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any transaction or
arrangement referred to in this announcement. Neither SPARK nor any of its
group undertakings 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 SPARK
in connection with this announcement or any matter referred to herein.
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.
The Acquisition will be made solely by the Scheme Document and the Forms of
Proxy accompanying the Scheme Document, which together contain the full terms
and conditions of the Acquisition, including details of how the Acquisition
may be approved.
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.
Trinity and Touchstone urge 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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) 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 Takeover 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(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.
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).
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
http://www.thetakeoverpanel.org.uk (http://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 and Availability of Hard Copies
This announcement and the documents required to be published pursuant to Rule
26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies 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/touchstone-offer/ and
Touchstone's website at
https://www.touchstoneexploration.com/trinity-acquisition/ by no later than
12.00 noon (London time) on 28 May 2024.
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.
Information relating to Trinity Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Trinity Shareholders, persons with information rights,
and other relevant persons for the receipt of communications from Trinity may
be provided to Touchstone during the Offer Period as required under Section 4
of Appendix 4 of the Code in order to comply with Rule 2.11(c) of the Code.
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