Trinity Exploration Touchstone Explrtn. - Update on Scheme Timetable
08/07/2024 07:00
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RNS Number : 3812V Trinity Exploration & Production 08 July 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
8 July 2024
Update on Scheme Timetable
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").
Capitalised terms used but not defined in this announcement have the meanings
given to them in the shareholder circular relating to the Scheme published by
Trinity on 24 May 2024 (the "Scheme Document"), unless the context requires
otherwise.
Trinity and Touchstone are pleased to provide an update with respect to the
Scheme timetable.
The Acquisition remains subject to the satisfaction or waiver (where capable
of being waived) of the
remaining Conditions to the Acquisition as set out in Part Three of the Scheme
Document, including
the Court's sanction of the Scheme at the Court Hearing and the delivery of a
copy of the Court Order
to the Registrar of Companies.
The expected timetable of principal events for the implementation of the
Scheme is set out below. If any change to the key dates and/or times set out
in the timetable are made, Trinity will give notice of this change by issuing
an announcement through a Regulatory Information Service and such announcement
will be made available on Trinity's website at
https://trinityexploration.com/investors/touchstone-offer/
(https://trinityexploration.com/investors/touchstone-offer/)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date ((1))
Court Hearing ((2)) Currently scheduled for 31 July 2024
Last day for dealings in, and for the registration of transfer of, and 31 July 2024
disablement in CREST of Trinity Shares
Scheme Record Time 6.00 p.m. on 31 July 2024
Suspension of dealings in Trinity Shares 7.30 a.m. on 1 August 2024
Effective Date of the Scheme ((3)) 1 August 2024
Cancellation of admission to trading of Trinity Shares on AIM 7.00 a.m. on 2 August 2024
Admission and commencement of dealings of the New Touchstone Shares on AIM and 8.00 a.m. on 2 August 2024
TSX
Settlement of the New Touchstone Shares due to Trinity Shareholders under the At or soon after 8.00 a.m. on 2 August 2024 (but not later than 14 days after
Scheme the Effective Date)
Despatch of share certificates for New Touchstone Shares Within 14 days of the Effective Date
Long Stop Date 31 January 2025 ((4))
Notes:
(1) References to times are to London, United Kingdom time unless
otherwise stated.
(2) The time for the Court Hearing, the number of the Court and the name
of the judge will be available at least 1 business day before the Court
Hearing.
(3) A copy of the Court Order sanctioning the Scheme is expected to be
delivered to the Registrar of Companies one Business Day after the date of the
Court Hearing, such that the Effective Date is then expected to be 1 August
2024. The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to this time.
(4) 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 to 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
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 in connection with the Acquisition.
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.
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
Trinity's website at
https://trinityexploration.com/investors/touchstone-offer/
(https://url.avanan.click/v2/___https:/trinityexploration.com/investors/touchstone-offer/___.YXAxZTpzaG9yZWNhcDphOm86NTNjMjcyMWVjOWYwMTk5ZTJiOTE0ZjBlZDY2N2NiZTk6NjpiNmY5OmE1ODgwZjM0MjcxYzQ2YWQxNTljYzJkN2QxMmQ3MzM3MDY5ZGRlM2VlNTRkYzc5MmJmYTQzNDhmOGM1NzE2ODU6cDpU)
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.
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