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/
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 disablement in CREST of
Trinity Shares
|
31 July 2024
|
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 TSX
|
8.00 a.m. on 2 August
2024
|
Settlement of the New Touchstone
Shares due to Trinity Shareholders under the Scheme
|
At or soon after 8.00 a.m. on 2
August 2024 (but not later than 14 days after 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
Julian Kennedy, Chief Financial
Officer
Nick Clayton, Non- Executive
Chairman
|
Via Vigo
Consulting
|
Houlihan Lokey UK Limited (Financial Adviser to
Trinity)
|
|
Tom Hughes
Tim Richardson
|
+44
(0)20 7839 3355
|
SPARK Advisory Partners Limited (Nominated
Adviser to Trinity)
|
|
Mark Brady
James Keeshan
|
+44
(0)20 3368 3550
|
Vigo Consulting Limited (PR Adviser to
Trinity)
|
|
Finlay Thompson
Patrick D'Ancona
|
+44 (0)20
7390 0230
|
Touchstone
|
|
Paul Baay, President and Chief
Executive Officer
Scott Budau, Chief Financial
Officer
|
+1 403 750
4487
|
Shore Capital (Lead Financial Adviser,
Nominated Adviser and Joint Corporate Broker to
Touchstone)
|
|
Daniel Bush
Toby Gibbs
Tom Knibbs
|
+44 (0)20
7408 4090
|
Canaccord Genuity Limited (Co-Financial
Adviser, and Joint Corporate Broker to Touchstone)
|
|
Adam James
Ana Ercegovic
|
+44 (0)20
7523 8000
|
FTI Consulting (PR Adviser to
Touchstone)
|
|
Ben Brewerton
Nick Hennis
|
+44 (0)20
3727 1000
|
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/
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.