Trinity Exploration Touchstone Explor.. - Statement re Possible Offer
24/07/2024 17:50
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240724:nRSX7264Xa&default-theme=true
RNS Number : 7264X Trinity Exploration & Production 24 July 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.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE (EVEN IF THE PRE-CONDITIONS ARE
SATISFIED OR WAIVED).
this announcement CONTAINS inside information AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
24 July 2024
Trinity Exploration & Production plc ("Trinity")
Statement regarding possible offer by Lease Operators Limited ("Lease
Operators")
and
Re-scheduled Court Hearing
The recommended all share offer by Touchstone Exploration Inc. ("Touchstone")
On 1 May 2024, the boards of directors of Trinity and Touchstone announced
that they had reached agreement on the terms of a recommended all share
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").
Under the terms of the Acquisition, upon the Scheme becoming effective Trinity
Shareholders will be entitled to receive 1.5 new Touchstone Shares for each
Trinity Share held.
Trinity published a shareholder circular relating to the Scheme on 24 May 2024
(the "Scheme Document"). Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme Document, unless
the context requires otherwise.
On 24 June 2024, Trinity announced that the requisite voting majorities to
approve and give effect to the Scheme had been received at the Court Meeting
and the General Meeting, each held that day.
On 28 June 2024, Trinty announced that all Regulatory and Antitrust
Conditions, as set out in Part A of Part Three of the Scheme Document, had
been satisfied.
The Acquisition remains subject, inter alia, to the Court's sanction of the
Scheme at the Court Hearing.
Possible offer by Lease Operators
The board of directors of Trinity (the "Board") announces that on 17 July 2024
it received an unsolicited, conditional, non-binding, indicative proposal from
Lease Operators, a company incorporated in Trinidad and Tobago, regarding a
possible cash offer for the entire issued and to be issued share capital of
Trinity at a price of 68.05 pence per Trinity Share (the "Lease Operators
Proposal").
The Board notes that should a firm intention to make an offer pursuant to Rule
2.7 of the Code (a "Rule 2.7 Announcement") be announced on such terms, the
Lease Operators Proposal would value the entire issued share capital of
Trinity (excluding Trinity Shares held in Treasury) at approximately £26.5m
and represent a premium of:
· 41.8 per cent. to the Closing Price of a Trinity Share of 48 pence on
24 July 2024 (being the date of this announcement);
· 89.0 per cent. to the unaffected price of a Trinity Share of 36 pence
(being the Closing Price on 30 April 2024, the last Business Day prior to the
announcement of the Acquisition);
· 71.0 per cent. to the volume-weighted average price of a Trinity
Share of 39.8 pence for the 3-month period ending 30 April 2024 (being the
last Business Day prior to the announcement of the Acquisition); and
· 39.6 per cent. to the implied value of a Trinity Share pursuant to
the Acquisition based on the Closing Price of a Touchstone Share of 32.5 pence
on 24 July 2024 (being date of this announcement).
The Lease Operators Proposal states that the making of a Rule 2.7 Announcement
is conditional upon, amongst other things, the completion of satisfactory
confirmatory due diligence on Trinity by Lease Operators and a unanimous
recommendation from the Board (the "Pre-Conditions"). Lease Operators has
informed the Board that the Pre-Condition relating to its recommendation is
not waivable but the Pre-Condition relating to due diligence is waivable.
This announcement does not constitute a firm intention by Lease Operators to
make an offer for Trinity. The Board emphasises that there can be no certainty
that any firm offer for Trinity from Lease Operators will be forthcoming (even
if the Pre-Conditions are satisfied or waived).
Rescheduled Court Hearing relating to the Scheme and consideration of the
Lease Operators Proposal
In light of the indicative terms of the Lease Operators Proposal and
recognising that the Court Hearing to sanction the Scheme is imminent and
scheduled for 31 July 2024, the Board has decided to reschedule the Court
Hearing to the next available date, being 23 August 2024 (the "Re-scheduled
Court Hearing"), in order to provide additional time for the Lease Operators
Proposal to be advanced and evaluated.
The Board highlights that Touchstone will have the ability to invoke Condition
2.3 (ii) of Part A of Part Three of the Scheme Document on the day prior to
the Rescheduled Court Hearing if it so chooses.
Code Notices
Any offer for Trinity is governed by the Code. In accordance with Paragraph
4(c) of Appendix 7 of the Code, the Panel Executive will announce the deadline
by which Lease Operators must clarify its intentions in relation to Trinity.
In accordance with Rule 2.5 of the Code and to the extent that Trinity
declares, makes or pays any dividend or distribution or other payment or
return of capital to Trinity Shareholders following the time of this
announcement, Lease Operators reserves the right to make an equivalent
reduction to the terms of the consideration payable under the Lease Operators
Proposal. In such circumstances Trinity Shareholders would be entitled to
receive and retain any such dividend and/or other distribution and/or return
of capital or value to which they are entitled.
This announcement has been made with the consent of Lease Operators.
The Board will issue a further statement when appropriate. Trinity
Shareholders are advised to take no action at this time.
Enquiries:
Trinity
Jeremy Bridglalsingh, Chief Executive Officer Via Vigo Consulting
Julian Kennedy, Chief Financial Officer
Nick Clayton, Non- Executive Chairman
Houlihan Lokey UK Limited (Sole Financial Adviser and Rule 3 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
Pinsent Masons LLP is providing legal advice to Trinity 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 regulated by the FCA in
the United Kingdom, is acting exclusively as nominated adviser to Trinity,
under the AIM Rules for Companies, 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 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.
Rule 2.4 (c) (iii) information:
In accordance with Rule 2.4(c)(iii) of the Code, Trinity confirms that it is
not aware of any dealings by Lease Operators in Trinity Shares that would
require a minimum level, or particular form, of consideration that Lease
Operators would be obliged to offer under Rule 6 or Rule 11 of the Code (as
appropriate). However, it has not been practicable for Trinity to make
enquiries of Lease Operators or all persons presumed to be acting in concert
with Lease Operators prior to this announcement in order to confirm whether
any details are required to be disclosed under Rule 2.4(c)(iii) of the Code.
To the extent that any such details are identified following such enquiries,
an announcement disclosing such details will be made as soon as practicable,
and in any event by no later than the time Lease Operators are required to
make an Opening Position Disclosure under Rule 8.1 of the Code.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OFDBLGDRCSDDGSS