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 June 2024
Results of Court Meeting and
General Meeting
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").
Trinity published a shareholder
circular relating to the Scheme on 24 May 2024 (the "Scheme Document"). Capitalised terms
used but not defined in the announcement have the meanings given to
them in the Scheme Document, unless the context requires
otherwise.
Trinity is pleased to announce that
at the Court Meeting and General Meeting, each held earlier today
in connection with the Acquisition:
· the
requisite majorities of Scheme Shareholders voted in favour of the
Scheme at the Court Meeting; and
· the
requisite majority of Trinity Shareholders voted in favour of the
Resolution at the General Meeting to give effect to the Scheme by,
among other things, amending the articles of association of
Trinity.
Full details of the resolutions
passed at the Meetings are set out in the Notice of Court Meeting
and Notice of General Meeting contained in Parts Ten and Eleven
(respectively) of the Scheme Document, which is available on
Trinity's website at https://trinityexploration.com/investors/touchstone-offer/
.
Voting results for the Court Meeting
The table below sets out the results
of the poll vote taken at the Court Meeting. Each Scheme
Shareholder present in person or by proxy was entitled to one vote
per Scheme Share held at the Voting Record Time.
|
Number of Scheme Shares voted
|
Percentage of Scheme Shares voted
|
Number of Scheme Shareholders who voted**
|
Percentage of Scheme Shareholders who
voted**
|
Number of Scheme Shares voted as a percentage of issued
ordinary share capital entitled to vote on the
Scheme*
|
FOR
|
22,566,406
|
99.45%
|
42
|
99.45%
|
58.16%
|
AGAINST
|
125,877
|
0.55%
|
3
|
6.67%
|
0.32%
|
TOTAL
|
22,692,283
|
100%
|
42
|
106.12%
|
58.48%
|
* All percentages have been rounded
to two decimal places.
** Where a Scheme Shareholder has
cast some of their votes "FOR" and some of their votes "AGAINST"
the resolution, such Scheme Shareholder has been counted as having
voted both "FOR" and "AGAINST" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out
in this collum. There were three such Scheme Shareholders who gave
instructions for votes to be cast "FOR" the resolution in respect
of part of their holding of Scheme Shares and "AGAINST" the
resolution in respect of another part of their holding of Scheme
Shares, and as such, this has resulted in the percentages in the
fifth column of the above table being, in total, over
100%.
Voting results for the General Meeting
The table below sets out the results
of the poll vote taken at the General Meeting. Each Trinity
Shareholder present in person or by proxy was entitled to one vote
per Trinity Share held at the Voting Record Time.
|
FOR
|
AGAINST
|
TOTAL
|
WITHHELD*
|
Resolution
|
Number of Trinity Shares voted
|
Percentage of Trinity Shares voted
|
Number of Trinity Shares voted
|
Percentage of Trinity Shares voted
|
Number of Trinity Shares voted
|
Number of Trinity Shares withheld
|
To give effect to the Scheme, as set
out in the Notice of General Meeting of Trinity by, among other
things, amending the articles of association of Trinity
|
22,663,351
|
99.46%
|
122,535
|
0.54%
|
22,785,886
|
8,359
|
*A vote withheld is not a vote in
law and, accordingly, is not counted in the calculation of the
proportion of votes "FOR" nor "AGAINST" the Resolution.
**All percentages have been rounded
to two decimal places.
The total number of Trinity Shares
in issue at the Voting Record Time was 39,899,813. As at the Voting
Record Time, Trinity held 1,096,819 Trinity Shares in treasury.
Therefore, the total voting rights in Trinity as at the Voting
Record Time were 38,802,994 votes.
Effective Date and Timetable
The outcomes of the Meetings means
that Conditions 2.1 and 2.2 (as set out in Part A of Part Three of
the Scheme Document) have been satisfied.
The Acquisition remains subject to
the satisfaction or (if capable of waiver) waiver of the remaining
Conditions set out in 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 Court Hearing is currently
scheduled for 31 July 2024, and Trinity will inform Shareholders of
any changes to the date and time, by issuing an announcement
through a Regulatory Information Service. The Scheme is expected to
become Effective in August 2024.
The expected timetable of principal
events for the implementation of the Scheme is set out
below:
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
Event
|
Expected time/date
(1)
|
Court Hearing
|
Currently scheduled for 31 July 2024
("D")
|
Last day for dealings in, and for
the registration of transfer of, and disablement in CREST of
Trinity Shares
|
D
|
Scheme Record Time
|
6.00 p.m. on D
|
Suspension of dealings in Trinity
Shares
|
by 7.30 a.m. on D+1 business
days
|
Effective Date of the Scheme
|
D+1
business days (2)
|
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 TSX
|
8.00 a.m. on D+2 business
days
|
Settlement of the New Touchstone
Shares due to Trinity Shareholders under the Scheme
|
At or soon after 8.00 a.m. on D+2
(but not later than 14 days after the Effective Date)
|
Settlement of the New Touchstone
Shares due to Trinity Shareholders under the Scheme
|
At or soon after 8.00 a.m. on D+2
(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
|
Latest date for despatch of share
certificates for New Touchstone Shares
|
within 14 days of the Effective
Date
|
Long Stop Date
|
31 January 2025
(3)
|
Notes:
(1) The dates and times given are indicative only and are based on
current expectations and are subject to change. The actual dates
and times 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/touchstone-offer/
.
References to times are to London, United Kingdom time unless
otherwise stated.
(2) Trinity expects that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions in Part Three of the Scheme
Document, the Scheme will become Effective during the third quarter
of 2024.
(3) 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
John Wright, Chair of the Board of
Directors
|
+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.
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,
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 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.
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.