End of Offer Period and Proposed Fundraising

RNS Number : 3963R

Trinity Exploration & Production

09 December 2016

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF EXISTING ORDINARY SHARES, NEW ORDINARY SHARES OR CONVERTIBLE LOAN NOTES.

Trinity Exploration & Production plc, 9 December 2016

("Trinity" or "the Group" or "the Company")

TERMINATION OF THE FORMAL SALE PROCESS, END OF OFFER PERIOD AND PROPOSED FUNDRAISING IN RELATION TO THE FINANCIAL RESTRUCTURING OF TRINITY

The Board of Trinity today announces its intention to raise approximately US$15.0 million (approximately £11.9 million), by way of a Placing and Subscription of, in aggregate, 187,600,000 New Ordinary Shares at a Placing Price of 4.98 pence per New Ordinary Share expected to raise gross proceeds of approximately US$11.725 million (approximately £9.3 million) and a proposed issuance of Convertible Loan Notes expected to raise gross proceeds of US$3.275 million (approximately £2.6 million).

The Placing and Subscription, which are being conducted by way of an accelerated bookbuild, and the Convertible Loan Notes Subscription (together, the "Fundraising") are part of a proposed financial restructuring of the Group (the "Restructuring"). The Board of Trinity further announces that, in order to undertake the Restructuring, the Trinidad and Tobago Subsidiaries filed the Creditors Proposal with the Supervisor on 8 December 2016 and that the Group entered into the Settlement Agreements on or around 8 December 2016, including the Citi Settlement Agreement under the terms of which the Group's outstanding debts to Citi will be settled for US$3.5 million (approximately £2.8 million).

Further details of the Placing and Subscription, the Convertible Loan Notes Subscription, the Creditors Proposal and the Settlement Agreements (including the Citi Settlement Agreement) are set out below. In respect of Placees procured by Cantor Fitzgerald, the Placing is subject to the terms and conditions set out in Appendix I to this Announcement.

The Company has been in a formal sale process and strategic review of the options available to the Company to maximise value for Shareholders since 8 April 2015. Having considered the options available, the Board believes that the Restructuring represents the best approach for the Group and the Board now intends to focus exclusively on this funding route. Accordingly, the Board has decided to terminate the formal sale process with immediate effect and therefore the offer period, as defined in the City Code on Takeovers and Mergers, has come to an end.

Highlights of the Restructuring

· Fundraising to raise approximately US$15.0 million (approximately £11.9 million) by way of:

o A Placing and Subscription of 187,600,000 New Ordinary Shares at a Placing Price of 4.98 pence per New Ordinary Share, a premium of approximately 165 per cent. to the closing mid-market price of Trinity shares on AIM prior to voluntary suspension of trading on 13 July 2016, raising gross proceeds of approximately US$11.725 million (approximately £9.3 million); and

o A proposed issuance of Convertible Loan Notes expected to raise gross proceeds of US$3.275 million (approximately £2.6 million).

· In order to implement the Placing and Subscription at the Placing Price, the Company is also proposing a Share Capital Reorganisation to reduce the nominal value of the Company's ordinary share capital to US$0.01 per New Ordinary Share.

· The gross proceeds from the Fundraising will be applied toward the payments to creditors under the Creditors Proposal and the Settlement Agreements, certain one-off restructuring and infrastructure costs to ensure the integrity of production operations going forward, and the re-initiation of drilling activities with an initial programme of four new onshore wells.

· Completion of the Creditors Proposal and the Settlement Agreements, which also form part of the Restructuring, will significantly strengthen the Group's balance sheet, reducing its outstanding total financial liabilities (being outstanding debt plus long term liabilities plus current liabilities) from US$52.5 million as at 31 October 2016 to US$27.4 million (pro forma post-completion of the Restructuring).

· The like for like net debt position (outstanding debt plus long term liabilities plus current liabilities minus cash minus current assets) will reduce from US$35.5 million as at 31 October 2016 to a pro forma net debt position of approximately US$9.2 million post-completion of the Restructuring. The equivalent net position excluding long term liabilities would be a net cash position of approximately US$4.5 million.

The aggregate number of New Ordinary Shares to be issued under the Placing and Subscription is expected to be 187,600,000 New Ordinary Shares. An accelerated Bookbuild will open with immediate effect and the Company also expects to procure certain subscribers in respect of the Placing and Subscription. The timing of the closing of the accelerated Bookbuild is at the discretion of Cantor Fitzgerald, following consultation with the Company. Details of the allocation of New Ordinary Shares will be confirmed to subscribers as soon as practicable after the close of the accelerated Bookbuild.

The David and Christina Segel Living Trust (which is the Company's largest Shareholder, holding more than 10 per cent. of the Existing Ordinary Shares as at the date of this Announcement), has indicated its intention to participate in the Fundraising along with certain other investors. Furthermore, certain Directors and key management of the Company have indicated an intention to participate in the Fundraising. The Company has received indications of interest in respect of subscriptions of c. US$10.0 million in aggregate from The David and Christina Segel Living Trust, certain other investors and certain Directors and key management of the Company. The details of the subscriptions will be announced separately in due course.

In order to implement the Placing and Subscription, the Company is proposing the Share Capital Reorganisation, which would effectively result in each Existing Ordinary Share being divided and converted into one New Ordinary Share and one Deferred Share in order to reduce the nominal value of the Company's Ordinary Shares. The Placing Price assumes the approval and completion of the Share Capital Reorganisation.

The Restructuring is comprised of a number of key elements, including the Creditors Proposal and the Settlement Agreements becoming effective and completion of the Placing and Subscription and the Convertible Loan Notes Subscription. All of these elements are inter-conditional, meaning that none of the elements will become effective if any one of them is not delivered. The Restructuring would not proceed if, for example, the Shareholder Resolutions in connection with the Placing and Subscription and the Share Capital Reorganisation are not approved by Shareholders. A circular to Shareholders containing details of the Fundraising and convening the General Meeting to consider the Shareholder Resolutions will be posted by the Company as soon as practicable following close of the accelerated Bookbuild. Application will be made for the New Ordinary Shares to be admitted to trading on AIM.

In July 2016, the Company requested that trading in its Ordinary Shares on AIM be suspended pending clarification of its financial position. Trading in the Company's Ordinary Shares remains suspended. Under AIM Rule 41, admission of the Ordinary Shares to trading on AIM will be cancelled on the date falling six months after the date on which trading in Ordinary Shares was suspended if the suspension from trading is not lifted before that date. In the event that the Shareholder Approval and the Creditors Proposal Approval are received, the Company will seek to maintain the admission of the Ordinary Shares to trading on AIM and will make a further announcement as appropriate following the Creditors Meeting and/or the General Meeting. In any event, the Company will request that the suspension from trading is lifted prior to completion of the Fundraising.

The Company believes that, if successful, the Restructuring will provide the Group with a stable and sustainable capital structure and greater financial liquidity. These will all contribute to the delivery by the Group of its strategic objectives.

Bruce Dingwall, Executive Chairman of Trinity, said:

"The Restructuring which we are announcing today will if successful bring to an end a period of prolonged uncertainty for Trinity, and will provide a strong foundation for the Company to move forward and to develop the Group's valuable interests across the Onshore, East Coast and West Coast production areas for the benefit of Shareholders and the Company's other stakeholders. Reaching a satisfactory settlement with our creditors will enable Trinity to utilise the services of significant numbers of employees and contractors and continue to contribute to the economy of Trinidad and Tobago. Trinity takes great pride in being a locally managed company, and the close working relationships that this fosters. It is the forbearance, goodwill and collegiate approach of our many stakeholders that has enabled Trinity to sustain operations and we look forward to maintaining these important working relationships in the future."

This Announcement contains information which, prior to its disclosure, was inside information for the purposes of the Market Abuse Regulation (EU No. 596/2014).

Enquiries

Trinity Exploration & Production

Bruce Dingwall, Executive Chairman

Tracy Mackenzie, Head of Corporate Development

Tel: +44 (0) 131 240 3860

SPARK Advisory Partners Limited (NOMAD & Financial Adviser)

Mark Brady

Miriam Greenwood

Sean Wyndham-Quin

Tel: +44 (0) 203 368 3550

Cantor Fitzgerald Europe (Broker)

David Porter

Sebastian Maurin

Craig Francis

Tel: +44 (0) 207 894 7000

Competent Person's Statement

The information contained in this Announcement has been reviewed and approved by Graham Stuart, the Company's Technical Advisor, who has 34 years of relevant global experience in the oil industry. Mr Stuart holds a BSC (Hons) in Geology.

About Trinity

Trinity is an independent oil and gas exploration and production company focused solely on Trinidad and Tobago. Trinity operates producing and development assets both onshore and offshore, in the shallow water West and East Coasts of Trinidad. Trinity's portfolio includes current production, significant near-term production growth opportunities from low risk developments and multiple exploration prospects with the potential to deliver meaningful reserves/resources growth. The Company operates all of its nine licences and, across all of the Group's assets, management's estimate of 2P reserves as at the end of 2015 was 20.9 MMbbls (excluding the Guapo-1 license which was disposed of in April 2016). Group 2C contingent resources are estimated to be 19.8 MMbbls. The Group's overall 2P plus 2C volumes are therefore 40.7 MMbbls. Trinity is listed on the AIM market of the London Stock Exchange under the ticker TRIN.

Overview of the Fundraising and Restructuring

The Company is pleased to announce that it is proposing a Fundraising to raise approximately US$15 million (before expenses) through the issue of 187,600,000 New Ordinary Shares at a Placing Price of 4.98 pence per New Ordinary Share to raise gross proceeds of approximately US$11.725 million (approximately £9.3 million) and the issue of Convertible Loan Notes expected to raise gross proceeds of US$3.275 million (approximately £2.6 million). The Fundraising is intended to facilitate a refinancing by compromising the existing debts of the Group (including the Trinidad and Tobago Subsidiaries) and retiring the senior debt facilities with Citi. Subject to the Shareholder Resolutions being approved by the Shareholders, the proceeds of the Placing and Subscription and the Convertible Loan Notes Subscription will be used in part to fund the Creditors Proposal and the Settlement Agreements (including the Citi Settlement Agreement). Application will be made for the New Ordinary Shares to be admitted to trading on AIM.

The balance of the gross proceeds of the Fundraising alongside current cash balances and organic cash flow will be deployed towards certain one-off restructuring and infrastructure costs and the re-initiation of drilling activities. This capital expenditure is targeting the facilitation and sustainability of the significantly reduced cost base, to ensure the integrity of production operations going forward, and to grow production levels via an initial programme of four new onshore wells and a portfolio of recompletions, workovers and swabbing activities onshore and a step-change in workovers offshore. A full use of gross proceeds from the Fundraising, alongside current cash balances and estimated organic cash flow, is set out in the table below:

Use of Funds US$mm		2017	Notes
Working Capital Regularisation
	Debt Repayment	3.6	$3.5mm settlement for senior debt and $0.1mm in interest
	Royalties/ Financial Obligations	-
	Trade Creditors	4.2	c.20% settlement on outstanding balances
	VAT on Creditors write-off	1.4	Payable to BIR post creditor settlement
	Government Creditors	5.5	c.10% bullet & 10 quarterly repayments (BIR) and c. 21.6% bullet & 12 quarterly payments (MEEI)
	Interest (BIR)	-	Interest accrued on BIR balance
	Petrotrin Creditors	1.5	3 monthly payments in 2017 by way of set-off against future revenues
Development/Production Capex		6.5	4 new onshore wells, workovers and recompletions
Restructuring Costs		3.6	Repair to Trintes cranes, performance bond and other restructuring costs
Closing Costs		1.6
		27.9

Source of Funds US$ mm		2017
New Money Investor		11.7	Proposed equity component
Convertible Note		3.3	Proposed convertible loan note component
Operating Cash Flow		8.4	Assumes production of c.2,650 bopd, realised oil price of $45/bbl (WTI: $50/bbl), opex of c.$18/bbl (per 2016 nine month average to 30 September 2016 & 30% royalties) & G&A of $5/bbl
Refunds/ Receivables		-
Net Income (Hedge)		-
Asset Sales		3.6	Planned disposal of non-core assets (preliminary offers received)
		27.0

Opening Cash		7.7	As at start of year
Closing Cash		6.8

The table below outlines the constituent detail of the balance sheet as at 31 October 2016 (unaudited) as well as an illustrative pro forma position immediately following the receipt of gross proceeds of the Fundraising and the settlement payments being made to the creditors under the terms of the Creditors Proposal and Settlement Agreements:

	Balance Sheet Breakdown (US$mm)	Balance Sheet	Proforma	Proforma	Proforma
		31st Oct-16	31st Jan-17	31st Dec-17	31st Dec-18	Notes

A	Citibank	9.95	-	-	-
	Convertible Debt	-	6.55	6.55	6.55	Syndicated to new investors, assumes no redemption prior to 31st December 2018
	Interest on Convertible	-	-	0.45	0.97
	Government Creditors	-	13.62	8.48	4.63	Long term portion of BIR and MEEI liabilities
	Interest on tax (BIR)	-	-	-	-
	Petrotrin	-	-	-	-
E	Long Term Liabilities	9.95	20.17	15.48	12.15

	Trade payables	21.23	1.70	1.70	1.70	Currently & going forward payable 1 month in arrears
	Other Payables	0.70	0.70	0.70	0.70	Currently & going forward payable 1 month in arrears
	Government Creditors	19.17	3.85	5.14	3.85	10% bullet and balance payable quarterly over 30 months (BIR); c.21.6% bullet and balance payable quarterly over 30 months (MEEI)
	Petrotrin	1.53	1.02	-	-	Agreement to repay balance over 3 months to be paid by way of set off against revenue which Petrotrin holds or will hold on behalf of the Group
B	Current Liabilities (within 12 months)	42.62	7.27	7.54	6.25

C	Cash and Cash equivalents	8.39	9.85	6.79	13.15	Includes restricted and unrestricted cash
	Sales receivables	2.70	2.51	2.90	2.59	Rolling prior months sales receipts due from Petrotrin
	Inventories	3.90	3.90	3.90	3.90
	Other receivables	2.00	2.00	2.00	2.00
D	Other current assets	16.99	18.26	15.59	21.65

	Net debt/(cash) (A-C)	1.56	(3.30)	0.21	(5.63)
	Net debt (inc. 12 month working capital) (A+B-D)	35.58	(4.45)	(1.05)	(7.87)	Includes outstanding taxes payable in 12 month period
	Net debt (inc. 12 month working capital & other long term liabilities) (E+B-D)	35.58	9.17	7.43	(3.24)	Includes full outstanding tax & Government of the Republic of Trinidad and Tobago ("GORTT") balances (even though not due in period)
	Net debt/(cash) = A - C
	Net debt (inc. 12 month working capital) = A + B - D
	Net debt (inc. 12 month working capital & other long term tax & GORTT liabilities) = E + B - D, the current period drops out progressively

Further details on the Fundraising and Restructuring are set out below.

Background to and reasons for the Restructuring and Fundraising

Since the announcement of the formal sales process and strategic review, the Group has considered a number of alternative proposals which have been made to the Group. The Company has continued to work with Citi and its other creditors (including Petrotrin, the BIR and the MEEI) during this time in order to agree mutually beneficial arrangements which would allow settlement of their respective debts, as well as the debts owed more generally to creditors, and which would enable the Group to continue to trade going forward. Furthermore, the Group has also undertaken a number of initiatives aimed at improving its financial condition, including steps to reduce the Group's pre-tax operating expenditure and general and administrative costs.

The Fundraising and Restructuring are intended to facilitate a refinancing by compromising the existing debts of the Group through the Creditors Proposal and the Settlement Agreements. Subject to the Shareholder Resolutions being approved by the Shareholders, the proceeds of the Placing and Subscription and the Convertible Loan Notes Subscription will be used in part to fund the Creditors Proposal and the Settlement Agreements.

On 8 April 2015, the Company announced that it was undertaking a formal sale process and strategic review of the options open to the Company to maximise value for Shareholders. Having considered the options available, the Board believes that the Restructuring represents the best approach for the Group and the Board now intends to focus exclusively on this funding route. Accordingly, the Board has decided to terminate the formal sale process with immediate effect and therefore the offer period, as defined in the City Code on Takeovers and Mergers, has come to an end.

Current trading and future prospects

On 27 September 2016, the Company announced its interim results for the six months ended 30 June 2016. In conjunction with today's announcement the Company is pleased to provide an update on its operations:

· A summary of production, operating break evens and operating and general and administrative expenditure historically and for the nine months to 30 September 2016 is set out below:

Details		2013	2014	2015	2016 Q2	2016 H1	2016 9M

Production
Onshore	bopd	2,088	2,005	1,601	1,433	1,430	1,354
West Coast	bopd	493	491	312	192	211	195
East Coast	bopd	1,110	1,105	983	1,036	1,018	1,014
Consolidated	bopd	3,691	3,601	2,896	2,661	2,659	2,563

Operating Break Even
Onshore*	US$/ bbl	18.95	21.33	23.26	18.22	18.43	17.65
West Coast*	US$/ bbl	21.23	24.50	40.73	41.13	34.90	36.93
East Coast*	US$/ bbl	69.80	55.87	41.26	26.15	30.10	27.85
Consolidated**	US$/ bbl	62.93	64.58	47.40	27.30	29.98	29.35

Metrics
Opex/ bbl - Onshore	US$/ bbl	12.79	14.40	15.70	12.29	12.44	11.91
Opex/ bbl - West Coast	US$/ bbl	17.39	20.16	33.77	34.45	29.13	30.93
Opex/ bbl - East Coast	US$/ bbl	52.00	41.63	31.56	20.00	23.03	21.30
G&A/ bbl - Consol	US$/ bbl	13.76	11.43	9.93	2.71	3.76	4.01

Note:
Operating Break Even*		= Revenue - Over-riding Royalty - Production Royalty - Opex
Operating Break Even**		= Revenue - Over-riding Royalty - Production Royalty - Opex - G&A

· The Company has continued its success in establishing a leaner, more efficient operating cost base with pre-tax operating expenditure ("OPEX") reduced by 27 per cent. year-on-year to US$8.7 million for H1 2016 (H1 2015: US$12.0 million).

· OPEX is on target to average approximately US$16 million for 2016 (2014: US$33 million, 2015: US$23 million).

· OPEX is largely of a fixed cost nature and therefore an increase in production over a largely fixed cost base has a significant leverage impact.

· General and Administrative ("G&A") costs reduced by 68 per cent. year-on-year to US$1.8 million for H1 2016 (H1 2015: US$5.7 million) and is on target to reach a steady state run-rate of US$3.8 million by the end of 2016.

· The consolidated operating break even oil price for the Group for the nine months to 30 September 2016, including G&A, was US$29.4/bbl which compares to consolidated break even oil prices of US$62.9/bbl in 2013, US$64.6/bbl in 2014, US$47.4/bbl in 2015 and US$30.0/bbl in H1 2016.

· As at 31 October 2016, Group cash balances were approximately US$8.4 million, other current assets totalled US$8.6 million, senior debt under the existing senior debt facilities with Citi, (including accrued unpaid interest) stood at approximately US$10.0 million and current liabilities totalled US$42.6 million. This represented a net debt position of US$35.5 million when including all assets and liabilities as previously described.

· The equivalent illustrative pro forma position based on the Fundraising being completed and the proposed settlements under the Creditors Proposal and Settlement Agreements being paid would be: cash balances of approximately US$9.9 million, other current assets of US$8.4 million, convertible loan note to syndicated investors of approximately US$6.6 million and current liabilities of US$7.3 million. This would represent a net cash position of approximately US$4.5 million when including all current assets and current liabilities as previously described. Including long term liabilities, this equivalent illustrative pro forma position would be: cash balances of approximately US$9.9 million, other current assets of US$8.4 million, convertible loan note to syndicated investors of approximately US$6.6 million, long-term liabilities of US$13.6 million and current liabilities of US$7.3 million. This would represent a net debt position of approximately US$9.2 million when including all current assets and all liabilities as previously described.

· The Board will look to enact an active and cost-effective hedging programme going forward to mitigate exposure to the oil price.

Following completion of the Restructuring, the Company intends to move forward with a work programme to sustain and grow current production levels from an existing wide inventory of opportunities for workovers, recompletions and swabbing on its current production base and from identified locations for new drilling. This is expected to comprise:

· The recommencement of the onshore drilling programme at the rate of four new onshore wells per year, recompletions, onshore workovers, offshore workovers and the recommencement of swabbing activities onshore during 2017, subject to market conditions, most notably the prevailing oil price.

· These combined activities have the potential to grow production from current levels of c. 2,600 barrels of oil per day, which comprises 3.6 per cent. of total countrywide production in Trinidad and Tobago, to an eventual run-rate of 3,000 barrels of oil per day.

· The recommencement of new offshore drilling could occur as early as late 2018, subject to market conditions.

· Additionally, the Company anticipates undertaking certain one-off capital expenditure works (including major repairs and maintenance to its infrastructure, including equipment).

Share Capital Reorganisation

In order to implement the Placing and Subscription, the Company is proposing the Share Capital Reorganisation whereby each Existing Ordinary Share will be divided and converted into one New Ordinary Share of a nominal value of US$0.01 each and one Deferred Share of a nominal value of US$0.99 each.

Following the Share Capital Reorganisation, each Shareholder's proportionate interest in the ordinary share capital of the Company will remain unchanged, save for the dilution attributable to the Placing and Subscription. It is only the effective nominal value of such Ordinary Shares which will have changed as a result of the Share Capital Reorganisation and, other than this, each New Ordinary Share will carry the same rights and entitlements as set out in the Company's articles of association that currently attach to the Existing Ordinary Shares. The New Ordinary Shares will rank equally with one another.

The Deferred Shares will have no voting or dividend rights and, on a return of capital on a winding up, will have no valuable economic rights. No share certificates will be issued in respect of the Deferred Shares, nor will stock accounts in CREST be credited with any entitlement to Deferred Shares, nor will they be admitted to trading on AIM or any other investment exchange.

Immediately following the Share Capital Reorganisation, the Company's issued share capital will consist of 94,799,986 New Ordinary Shares and 94,799,986 Deferred Shares. Following completion of the Share Capital Reorganisation, application will be made to AIM for the New Ordinary Shares to be admitted to trading on AIM.

To give effect to the Share Capital Reorganisation, the Company will propose a Shareholder Resolution to effect an amendment to the Company's articles of association. Further details will be set out in the Circular.

The Placing and Subscription

The Company has appointed Cantor Fitzgerald as bookrunner to use its reasonable endeavours to procure subscribers for Placing Shares at the Placing Price. The Company also expects to procure subscribers for Placing Shares at the Placing Price itself. In addition, the Company has agreed with Cantor Fitzgerald that subscribers for Placing Shares shall be offered the opportunity to subscribe directly with the Company for Convertible Loan Notes on the terms of the Convertible Loan Note Subscription detailed below, and the Company shall accept such subscriptions (on the allocation policy set out below).

Cantor Fitzgerald will today commence an accelerated Bookbuild. The book will open with immediate effect. The accelerated Bookbuild is expected to close no later than 4:30 pm today, although the timing of the closing of the book and allocations is at the discretion of Cantor Fitzgerald. Details of the number of Placing Shares to be subscribed for in the Placing and Subscription will be announced as soon as practicable after the close of the accelerated Bookbuild. The Placing Price of 4.98 pence per New Ordinary Share assumes the approval and completion of the Share Capital Reorganisation and represents a premium of approximately 165 per cent. to the closing mid-market price of 1.88 pence per Existing Ordinary Share on 13 July 2016, the last date on which Existing Ordinary Shares were traded prior to the temporary suspension of trading in Existing Ordinary Shares on 13 July 2016. The accelerated Bookbuild is not being underwritten by Cantor Fitzgerald.

The Company entered into the Placing Agreement with Cantor Fitzgerald and SPARK on 9 December 2016. The Placing is conditional on, inter alia, satisfaction of the Restructuring Conditions as well as certain other conditions set out in the terms and conditions set out in Appendix I to this Announcement and the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to the relevant time of Admission.

Under the terms of the Placing Agreement, the Company: (i) will pay to Cantor Fitzgerald certain commissions relating to the placing of the Placing Shares conditional upon Admission of the Placing Shares becoming effective; and (ii) gives customary warranties, undertakings and indemnities to Cantor Fitzgerald and SPARK. The Placing Agreement may be terminated by Cantor Fitzgerald at its discretion at any time prior to Admission in certain circumstances, including amongst others, in circumstances where any warranties are found to be untrue, inaccurate or misleading in any material respect or any material adverse event occurs in the context of the Placing or the Creditors Proposal Approval.

In the event that any Placees procured by Cantor Fitzgerald express an interest in subscribing for Convertible Loan Notes as well as Placing Shares, allocations of Convertible Loan Notes will be made so that all such Placees and any Company Placees which apply for Convertible Loan Notes are treated on a consistent basis as to the proportion of New Ordinary Shares and Convertible Loan Notes that makes up each such applicant's allocation.

The Placing and Subscription is conditional on, inter alia: (i) the Creditors Proposal becoming effective; and (ii) the passing of the Shareholder Resolutions by the requisite majority of the Company's Shareholders. Following satisfaction of all conditions and subject to the Placing Agreement becoming unconditional in all respects (and not having terminated in accordance with its terms), application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence in January 2017 after Trinidad and Tobago Court Approval in respect of the Creditors Proposal.

The Placing Shares will, when issued, rank pari passu in all respects with the New Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.

In respect of Placees procured by Cantor Fitzgerald, the Placing is subject to the terms and conditions set out in Appendix I to this Announcement. It is expected that Company Placees will sign up to conditional subscription agreements.

The Convertible Loan Notes Subscription

In addition to the issue of the Placing Shares, the Company intends to issue Convertible Loan Notes to raise proceeds of US$3.275 million.

The Convertible Loan Notes will be unlisted. A summary of the terms of the Convertible Loan Notes is set out below:

· The sum repayable or convertible by the Company pursuant to the Convertible Loan Notes is US$6.55 million together with accrued interest;

· Interest shall accrue on the Convertible Loan Notes at a rate of 7.25 per cent. per annum;

· Subject to the satisfaction of payments due to the BIR and the MEEI under the Creditors Proposal, the Convertible Loan Notes may be redeemed by the Company;

· The Convertible Loan Notes will become repayable on the occurrence of certain events inter alia material breach of the terms or insolvency of any material Group company;

· The Convertible Loan Notes are convertible, subject to the requirements of the City Code, by the holders at a conversion price of US$0.08125 at any time after the second anniversary of issue or on a sale of the Company or a material disposal; and

· If not otherwise redeemed or converted the balance of the Convertible Loan Notes will be repayable in full on the seventh (7^th) anniversary of issue together with accrued interest;

Completion of the Convertible Loan Notes Subscription will be conditional, inter alia, on completion of the Placing and Subscription. The Convertible Loan Notes will be unlisted and are not freely transferable save to certain permitted transferees.

Shareholder Resolutions

A circular to Shareholders containing details of the Restructuring and convening the General Meeting to consider the Shareholder Resolutions will be posted by the Company as soon as practicable following close of the accelerated Bookbuild. It is expected that the General Meeting will be held on or around 29 December 2016.

The Circular will contain a unanimous recommendation from the Directors of the Company to vote in favour of the Shareholder Resolutions.

The Directors have irrevocably undertaken to vote or procure the voting in favour of the Shareholder Resolutions in respect of the 10,792,919 Existing Ordinary Shares they control, representing approximately 11.4 per cent. of the ordinary share capital of the Company. In addition, certain other shareholders have irrevocably undertaken to vote or procure the voting in favour of the Shareholder Resolutions in respect of the 13,019,846 Existing Ordinary Shares they control, representing approximately 13.7 per cent. of the ordinary share capital of the Company. In aggregate, the Company has received irrevocable undertakings to vote in favour of the Shareholder Resolutions in respect of 23,812,765 Existing Ordinary Shares, representing approximately 25.1 per cent. of the ordinary share capital of the Company

Unless all of the Shareholder Resolutions are passed, the Restructuring will not proceed. If the Restructuring does not proceed the Directors believe that the Company will face an uncertain future as there are currently insufficient assets to repay Citi and the Trinidad and Tobago Creditors. In this situation it is highly likely that ahead of a cancellation of the Company's admission to trading on AIM, the outcome will be for the Company to be placed into liquidation and in such circumstances there are unlikely to be any returns for Shareholders.

Creditors Proposal

On 17 August 2016, Trinity announced that the Trinidad and Tobago Subsidiaries had filed notice of intention to make the Creditors Proposal under the Trinidad and Tobago Bankruptcy and Insolvency Act. The proposal process under the Trinidad and Tobago Bankruptcy and Insolvency Act allows a company to continue operating while it submits its proposal to reach a settlement with its outstanding creditors. The filing of the notice of intention provides the Trinidad and Tobago Subsidiaries with a stay of proceedings from all of their creditors and means that no person may terminate or amend an agreement or claim an accelerated payment under any agreement with any Trinidad and Tobago Subsidiaries by reason only that such Trinidad and Tobago Subsidiaries is insolvent or that a notice of intention or the Creditors Proposal has been filed.

Maria Daniel of Ernst & Young Services Limited has been appointed and consented to act as trustee under the Creditors Proposal. The Creditors Proposal was filed with the Supervisor on 8 December 2016 and subsequently formal notices of the Creditors Proposal are being sent to the Trinidad and Tobago Creditors as required by the Trinidad and Tobago Bankruptcy and Insolvency Act. A meeting of the Trinidad and Tobago Creditors in respect of the Creditors Proposal is expected to take place on 19 December 2016.

The Creditors Proposal is made to two classes of Trinidad and Tobago Creditors: Government and State Creditors and Unsecured Creditors. The terms of the Creditors Proposal in respect of each of these classes are summarised below (subject to a five per cent. levy required to be paid to the Supervisor under the Trinidad and Tobago Bankruptcy and Insolvency Act which will be deducted from the creditor distributions before payment):

· Government and State Creditors will be offered the following payment terms:

o the BIR will be offered an initial payment of 10 per cent. of its outstanding principal amount as at 31 July 2016 with the remaining outstanding amount to be repaid over a 30 month period in ten equal quarterly instalments. Additionally, the BIR will waive an amount equal to 75 per cent. of the interest due on outstanding principal balances when the related principal balances are repaid, with the remainder of the interest sums due for payment following repayment of the entire principal amount. The outstanding principal balance due to BIR is c. US$11.05 million and the outstanding interest due is c. US$6.18 million of which 75% is c. US$4.63 million; and

o the MEEI will be offered an initial payment of 21.57 per cent. of its outstanding principal balance as at 31 July 2016 (representing an amount equivalent to the royalties due to the MEEI) with the remaining outstanding amount to be repaid over a 30 month period in ten equal quarterly instalments; and

· Each Unsecured Creditor will be offered settlement in full of the first US$2,500 of the balance owed to them at 31 July 2016 and will additionally be offered an amount equal to 20 per cent. of the balance of outstanding sums owed to them in excess of US$2,500.

The Creditors Proposal shall be deemed to be accepted by the Trinidad and Tobago Creditors if all relevant classes of Trinidad and Tobago Creditors vote for the acceptance of the Creditors Proposal by a majority in number and two-thirds in value of the Trinidad and Tobago Creditors of each class present, personally or by proxy, at the meeting of the Trinidad and Tobago Creditors which is expected to take place on 19 December 2016. In the event that the Creditors Proposal is accepted by the Trinidad and Tobago Creditors, the Trustee shall apply to the Trinidad and Tobago Court for a hearing of the application for the approval of the Creditors Proposal by the Trinidad and Tobago Court.

The Creditors Proposal is conditional on approval by the Trinidad and Tobago Creditors and approval by the Trinidad and Tobago Court. If the Creditors Proposal is not approved by the Trinidad and Tobago Creditors and the Trinidad and Tobago Court, the Trinidad and Tobago Subsidiaries will enter into automatic insolvency proceedings via an assignment in accordance with section 25 of the Trinidad and Tobago Bankruptcy and Insolvency Act.

Settlement and Forbearance Agreements

The Group has entered into Settlement Agreements with certain creditors of the Group in order to settle the liabilities owed to those creditors.

The Group entered into the Citi Settlement Agreement on 8 December 2016. The aggregate amount outstanding to Citi under the Group's existing senior facilities is currently US$9.95 million. Under the Citi Settlement Agreement, the Group will pay a settlement sum of US$3.5 million as full discharge of all sums due to Citi. This will retire the existing senior debt facilities and all security in favour of Citi will be released.

Completion of the Settlement Agreements (including the Citi Settlement Agreement) is conditional, inter alia, on the Creditors Proposal being approved by the Trinidad and Tobago Creditors and the Trinidad and Tobago Court.

Separately from the Settlement Agreement, the Group entered into a forbearance agreement with Petrotrin on or around 8 December 2016. Under the forbearance agreement, Petrotrin has intimated its intention to use its contractual rights of set-off against revenues due to the Group which Petrotrin holds or will hold. Subject to Trinidad and Tobago Court Approval in respect of the Creditors Proposal, it is expected that the indebtedness due to Petrotrin as at 31 July 2016 will be satisfied by three equal monthly payments received by way of set-off against revenues due to the Group which Petrotrin holds or will hold.

An expected timetable of principal events is set out in Appendix II.

Unless otherwise defined herein, all capitalised terms used in the body of this Announcement shall have the meaning given to them in Appendix III.

IMPORTANT NOTICE

This Announcement has been issued by and is the sole responsibility of the Company. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this Announcement or on its accuracy or completeness. The information in this Announcement is subject to change.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (as amended) ("FSMA").

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America ("United States" or "US"). This Announcement is not an offer of securities for sale into the United States. The securities referred to herein (including for the avoidance of doubt the Existing Ordinary Shares, the New Ordinary Shares and the Convertible Loan Notes) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan, the Republic of Ireland or the republic of South Africa or any other jurisdiction in which such publication, release or distribution would be unlawful (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This Announcement has been issued by and is the sole responsibility of the Company.

SPARK which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising, or any other matter referred to herein. Its responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and the Company and not to any other person in respect of his decision to acquire Existing Ordinary Shares, New Ordinary Shares or Convertible Loan Notes in reliance on any part of this Announcement. Its responsibilities as the Company's financial adviser are owed to the Company and not to any other person. No representation or warranty, express or implied, is made by SPARK as to any of the contents of this Announcement.

Cantor Fitzgerald which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Subscription, or any other matter referred to herein. Its responsibilities as the Company's bookrunner are owed to the Company and not to any other person in respect of their decision to Existing Ordinary Shares, New Ordinary Shares or Convertible Loan Notes in reliance on any part of this Announcement. No representation or warranty, express or implied, is made by Cantor Fitzgerald as to any of the contents of this Announcement.

In this Announcement, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom. References to "US dollars", "US$" and "cents" are to the lawful currency of United States of America. Unless otherwise stated, the basis of translation of US dollars into pounds sterling for the purposes of inclusion in this document is £1.00/US$1.256 (being the prevailing exchange rate as at 8 December 2016, being the last practicable date before publication of this Announcement).

Cautionary statement regarding forward-looking statements

This Announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company and the Group.

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". The words "believe," "estimate," "target," "anticipate," "expect," "could," "would," "intend," "aim," "plan," "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk" their negatives and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's or the Group's control. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. In addition, even if the Company's or the Group's results of operation, financial position and growth, and the development of the markets and the industry in which the Group operates, are consistent with the forward-looking statements contained in this Announcement, these results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue.

Past performance of the Company cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. A variety of factors may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of their date and the Company, its parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, SPARK, Cantor Fitzgerald and any of such persons' respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

You are advised to read this Announcement and the Circular (once published) in their entirety for a further discussion of the factors that could affect the Group's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.

No statement in this Announcement is intended as a profit forecast or a profit estimate and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION

The information contained herein is restricted and is not for publication, release or distribution in or into the United States, Canada, Australia, Japan, Singapore, the Republic of South Africa (each a "Prohibited Territory"), or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of any subscription for Placing Shares.

These Terms and Conditions do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Ordinary Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction. In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Ordinary Shares or other securities of the Company in any Prohibited Territory, subject to certain limited exemptions.

Members of the public are not eligible to take part in the Placing and these Terms and Conditions are for information purposes only.

Each Placee agrees and warrants that it is not acquiring Placing Shares on behalf of members of the public or its retail clients (as that term is defined in the rules of the FCA), save where the Placee does so on a fully discretionary basis and without reference to any such retail clients. The Terms and Conditions are directed only at:

(A) persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)E of the EU Prospectus Directive (which means Directive 2003/71/EC, as amended from time to time, and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive") ("Qualified Investors"); and

(B) in the United Kingdom, to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses and who have professional experience in matters relating to investments falling within the definition of 'investment professionals' in Article 19 of the Order or are high net worth body corporates, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49 of the Order or to whom it may otherwise lawfully be communicated,

(all such persons referred to in (A) and (B) together being referred to as "Relevant Persons").

The Placing Shares have not been, and will not be, registered under the Securities Act or under any other securities legislation of any state of the United States or registered or qualified under the applicable securities laws of any province of any Prohibited Territory. Accordingly, the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, within any Prohibited Territory or a national, citizen or resident of any province of any Prohibited Territory. The Placing Shares are being offered and sold outside the United States in offshore transactions complying with Regulation S under the Securities Act, which provides an exemption from the requirement to register the offer and sale under the Securities Act.

These Terms and Conditions apply to Placees, each of whom confirms his agreement, whether by telephone or otherwise, with Cantor Fitzgerald to subscribe for Placing Shares in the Placing and to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the Placing Shares will be acquired in the Placing.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

Capitalised terms not otherwise defined in this appendix are as defined in the Announcement relating to the Placing of which this appendix forms a part.

The Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the Terms and Conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. A Placee may not assign, transfer, or in any manner, deal with its rights and obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cantor Fitzgerald, in accordance with all relevant requirements.

All times and dates in this appendix are references to times and dates in London (United Kingdom).

Terms of the Placing

Cantor Fitzgerald has today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, Cantor Fitzgerald (as broker) has agreed as agent of the Company to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price (the "Bookbuild"), as further described in this Announcement and as set out in the Placing Agreement. No element of the Placing is underwritten.

Each Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally with Cantor Fitzgerald and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this appendix, to subscribe and pay for the relevant number of Placing Shares (the "Placing Participation") at the Placing Price. Such commitment is not capable of termination or rescission by the Placee. All such obligations are entered into by the Placee with Cantor Fitzgerald acting in their capacity as agents of the Company and are therefore directly enforceable by the Company.

After such agreement is entered into, each Placee allocated Placing Shares in the Placing will be sent a confirmatory email stating the number of Placing Shares allocated to it at the Placing Price and the total subscription amount payable to Cantor Fitzgerald (the "Confirmation Note"). Settlement instructions will be sent separately to each Placee following satisfaction of all of the Restructuring Conditions.

Placees may also elect to acquire Convertible Loan Notes the terms of which are more fully described in the Announcement.

Allocations of Convertible Loan Notes shall be made such that all Placees and any Company Placees that have applied for Convertible Loan Notes are treated on a consistent basis as to the proportion of Ordinary Shares and Convertible Loan Notes that makes up each such applicants' allocation.

Each Placee will be deemed to have read the Announcement (including these Terms and Conditions) in its entirety. Cantor Fitzgerald is acting for the Company and no-one else in connection with the Placing and will not regard any other person (whether or not a recipient of these Terms and Conditions) as a client in relation to the Placing and to the fullest extent permitted by law and applicable FCA rules, neither Cantor Fitzgerald nor any of its affiliates will have any liability, obligation or duty to Placees or to any person other than the Company in respect of the Placing.

The Placing Shares will rank pari passu in all respects and form one class with the Existing Ordinary Shares (as restructured as a result of the passing of the Shareholder Resolutions) in issue on Admission, including the right to receive dividends or other distributions, if any. The Placing Shares will be issued free of any encumbrance, lien or other security interest.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this appendix) released by the Company today.

Application for Admission

Following satisfaction of the Restructuring Conditions application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM. Notice of the proposed date for Admission will be provided to each Placee at such time, including details for settlement of the Placing Shares. It is currently expected that Admission will take place in January 2017.

Placing Participations conditional

The Placing and Placing Participations are in all respects conditional upon:-

(i) satisfaction of the Restructuring Conditions;

(ii) the Company not having received any written notification of the cancellation of the listing of the Company's Ordinary Shares on AIM;

(iii) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and

(iv) Admission having become effective,

in each case by 8.30 a.m. on 31 January 2017 or such later time and/or date as the Company and Cantor Fitzgerald agree such date being not later than 15 February 2017 (the "Long Stop Date").

Scaling back

Cantor Fitzgerald (after consulting with the Company) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee or the number of Placing Shares to be subscribed for by all Placees in aggregate. The Company and Cantor Fitzgerald also reserve the right not to offer allocations of Placing Shares to any person and not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. Cantor Fitzgerald shall be entitled to effect the Placing by such method as they shall in their sole discretion determine.

To the fullest extent permissible by law, neither Cantor Fitzgerald nor any holding company thereof, nor any subsidiary, branch or affiliate of Cantor Fitzgerald (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Cantor Fitzgerald, any of its Affiliates or any person acting on behalf of any such person shall have any liability to Placees in respect of its conduct of the Placing.

Placing Agreement

Pursuant to the Placing Agreement, Cantor Fitzgerald has agreed on behalf of and as agent of the Company, to use its reasonable endeavours to procure persons who will subscribe for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing is not underwritten.

Conditions of the Placing

The obligations of Cantor Fitzgerald under the Placing Agreement in respect of the Placing Shares are conditional, inter alia, on:-

(i) satisfaction of the Restructuring Conditions;

(ii) the Company not having received any written notification of the cancellation of the listing of the Company's Ordinary Shares on AIM;

(iii) the Takeover Panel having confirmed and having updated in the disclosure table set out on its website on the business day prior to Admission that the Offer Period has ended;

(iv) the current suspension of the Company's Ordinary Shares trading on AIM having been lifted by AIM and dealings in the Company's Ordinary Shares commencing on AIM;

(v) none of the warranties or undertakings contained in the Placing Agreement being untrue, inaccurate or misleading in any material respect at any time before Admission and no fact or circumstance having occurred or arisen which would constitute a material breach of any of the warranties or undertakings on the part of the Company contained in the Placing Agreement;

(vi) the Placing Shares having been allotted, subject only to Admission, in accordance with the Placing Agreement; and

(vii) Admission taking place not later than the Long Stop Date; and

(viii) the aggregate amount of the gross proceeds actually received by or on behalf of the Company or legally committed (conditional only on Admission) to the Company from the Placing and Subscription and the issue of the Convertible Loan Notes being not less than US$15 million in aggregate (based on the Sterling US dollar spot exchange rate on Bloomberg at 07.00 GMT on the date of this Announcement).

The Placing Agreement contains, inter alia, certain warranties and indemnities from the Company for the benefit of Cantor Fitzgerald.

Right to terminate under the Placing Agreement

Cantor Fitzgerald may, in its absolute discretion, terminate the Placing Agreement:

(i) if any of the warranties given by the Company to Cantor Fitzgerald in the Placing Agreement;

(a) was not true or accurate or was misleading at the date of the Placing Agreement; or

(b) would not be true and accurate, or would be misleading, if they were to be repeated at any time prior to Admission (by reference to the facts and circumstances in each case then existing),

in the case of each of (a) and (b) in a respect which Cantor Fitzgerald considers (acting in good faith) to be material in the context of the Placing;

(ii) in the event of the failure of the Company to comply with its material obligations under the Placing Agreement;

(iii) in the event of the occurrence (in the sole judgment of Cantor Fitzgerald (acting in good faith) of a material adverse change in the financial or trading position or prospects of the Company and the Group as a whole; or

(iv) in the event of the occurrence of a 'force majeure' event which, in the opinion of Cantor Fitzgerald (acting in good faith), is likely to have a material adverse effect on the Placing or dealings in the Ordinary Shares following Admission or on the Creditors Proposal or the likely approval of the Creditors Proposal Approval.

The exercise by Cantor Fitzgerald of any right of termination (or any right of waiver exercisable by Cantor Fitzgerald) contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of the Cantor Fitzgerald and Cantor Fitzgerald will have no liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.

By accepting the Placing Shares referred to in the Announcement to which this appendix is annexed, each Placee agrees that, without having any liability to such Placee, Cantor Fitzgerald may, in its absolute discretion, exercise the right:

(i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond the Long Stop Date);

(ii) to waive, in whole or in part, fulfilment of certain of the conditions; or

(iii) to terminate the Placing Agreement, in each case without consulting Placees (or any of them).

If any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), the Placing Agreement is terminated or the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by Placees to Cantor Fitzgerald or the Company pursuant to the Placing and this appendix will be returned to Placees at their risk without interest, and Placees' rights and obligations under the Placing shall cease and determine at such time and no claim shall be made by Placees in respect thereof.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B8JG4R91) following Admission will take place within CREST (subject to certain exceptions). Cantor Fitzgerald reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the jurisdiction of any Placee.

Notice of the proposed date for Admission will be provided to each Placee following satisfaction of the Restructuring Conditions, including details for settlement of the Placing Shares.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 3 percentage points above The Royal Bank of Scotland plc's base rate, with interest compounded on a daily basis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Cantor Fitzgerald may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cantor Fitzgerald's account and benefit (as agents for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Cantor Fitzgerald all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Cantor Fitzgerald lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Confirmation Note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Further Terms, Confirmations and Warranties

By accepting the Placing Participation referred to in the Confirmation Note, each Placee makes the following confirmations, acknowledgements, representations, warranties and/or undertakings to Cantor Fitzgerald and the Company and their respective directors, agents and advisers:

1. each Placee confirms, represents and warrants that it has read and understood the Announcement (including this appendix) in its entirety and acknowledges that its Placing Participation will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings of this appendix;

2. each Placee acknowledges and agrees that its Placing Participation on the Terms and Conditions set out in this appendix is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances;

3. each Placee confirms, represents and warrants that it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document (other than the Announcement), any information given or any representations, warranties agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, Cantor Fitzgerald or by any subsidiary, holding company, branch or associate of the Company, Cantor Fitzgerald or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing it is relying solely on the information contained in the Announcement and this appendix and it will not be relying on any agreements by the Company and its subsidiaries or Cantor Fitzgerald, or any director, employee or agent of the Company, Cantor Fitzgerald other than as expressly set out in this appendix for which none of Cantor Fitzgerald nor any of their directors and/or employees and/or person(s) acting on behalf of any of them shall to the maximum extent permitted under law have any liability except in the case of fraud;

4. each Placee acknowledges that the Ordinary Shares are (and the Placing Shares will be) admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and practices of AIM and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other companies whose shares are admitted to trading on AIM, without undue difficulty;

5. each Placee confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;

6. each Placee confirms, represents and warrants, if a company, that it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing Participation and confirms, represents and warrants that any person who confirms to Cantor Fitzgerald on behalf of a Placee an agreement to subscribe for Placing Shares is duly authorised to provide such confirmation to Cantor Fitzgerald;

7. each Placee agrees that the exercise by Cantor Fitzgerald of any right of termination or any right of waiver exercisable by Cantor Fitzgerald contained in the Placing Agreement or the exercise of any discretion including (without limitation) the right not to enter into the Placing Agreement is within the absolute discretion of Cantor Fitzgerald, and neither party will have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if: (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived); (ii) the Placing Agreement is terminated; or (iii) the Placing Agreement does not otherwise become unconditional in all respects; the Placing will lapse and such Placee's rights and obligations in relation to the Placing shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

8. each Placee acknowledges and agrees that Cantor Fitzgerald is not acting for, and that it does not expect Cantor Fitzgerald to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of Cantor Fitzgerald under the FCA's Conduct of Business Sourcebook or advising such Placee with regard to its Placing Participation and that such Placee is not, and will not be, a customer or client of Cantor Fitzgerald as defined by the FCA's Conduct of Business Sourcebook in connection with the Placing. Likewise, Cantor Fitzgerald will not treat any payment by such Placee pursuant to its Placing Participation as client money governed by the FCA's Client Assets Sourcebook;

9. each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in its Placing Participation and that neither Cantor Fitzgerald nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in such Placee's Placing Participation;

10. each Placee confirms, represents and warrants that it is a Relevant Person and that it may lawfully subscribe for or acquire the Placing Shares comprised in such Placee's Placing Participation and that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by such Placee in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

11. each Placee acknowledges and agrees that the agreement confirmed by the Confirmation Note is a legally binding contract between it and the Company and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;

12. each Placee agrees that it will ensure delivery and payment is completed in accordance with the settlement instructions set out in the Confirmation Note and acknowledges and agrees that time shall be of the essence as regards such Placee's obligations pursuant to its Placing Participation;

13. each Placee acknowledges and agrees that it is the responsibility of such Placee (if it is outside of the United Kingdom) to satisfy itself that, in doing so, such Placee complies with the laws of any relevant territory in connection with its Placing Participation and that it obtains any requisite governmental or other consents and observes any other applicable formalities;

14. each Placee acknowledges and agrees that the Announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful. Accordingly, such Placee acknowledges and agrees that the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in or into any Prohibited Territory or offered or sold to, or for the account or benefit of, a national, citizen or resident of any Prohibited Territory, in each case subject to limited exemptions, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction;

15. each Placee acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of any Prohibited Territory's securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into any Prohibited Territory or their respective territories and possessions, subject to limited exemptions, and in the case of the United States, pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with United States securities laws;

16. each Placee confirms, represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with its Placing Participation and complied with all requisite formalities, and that it has not taken any action or omitted to take any action which will or may result in Cantor Fitzgerald, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or such Placee's Placing Participation;

17. each Placee confirms, represents and warrants that its subscription for Placing Shares does not trigger, in the jurisdiction in which such Placee is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of Cantor Fitzgerald or the Company;

18. each Placee confirms, represents and warrants it is acting as principal and for no other person and that its Placing Participation will not give any other person a contractual right to require the issue by the Company of any Placing Shares;

19. each Placee confirms, represents and warrants that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986;

20. each Placee confirms, represents and warrants that, to the extent applicable to it, it is aware of its obligations in connection with the Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, Part VIII of the Financial Services and Markets Act 2000 (as amended) and the Market Abuse Regulation, it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to those Regulations;

21. each Placee acknowledges and agrees that all times and dates in this Announcement and the Terms and Conditions set out in this appendix, may be subject to amendment and that Cantor Fitzgerald will notify it of any such amendments;

22. each Placee acknowledges and agrees that no term of the agreement confirmed by the Confirmation Note shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than Cantor Fitzgerald or any affiliate of Cantor Fitzgerald or any Indemnified Person (as hereinafter defined);

23. each Placee acknowledges that any of its monies held or received by Cantor Fitzgerald will not be subject to the protections conferred by the FCA's Client Money Rules;

24. each Placee confirms, represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold or otherwise transferred in the United States or to, or for the account or benefit of, US Persons except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and, in connection with any such transfer, the Company will have the right to obtain, as a condition to transfer, a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required along with appropriate certifications by the transferee as to the 'Accredited Investor' status and/or other appropriate matters;

25. each Placee confirms, represents and warrants that it is not a US Person;

26. each Placee confirms, represents and warrants that it has not distributed, forwarded, transferred or otherwise transmitted this Announcement or any other presentation or offering materials concerning the Placing Shares within the United States, nor will it do any of the foregoing. Such Placee further confirms that it understands that the information in this Announcement, including financial information, may be materially different from any disclosure that would be provided in a United States offering;

27. each Placee agrees, confirms, represents, warrants and undertakes as follows:-

27.1. it is, at the time of the offer and acceptance of the Placing Shares, outside the United States for the purposes of Regulation S;

27.2. it will not offer or sell the Placing Shares in the United States absent registration or an exemption from registration under the Securities Act;

27.3. it is aware that the Placing Shares are being offered outside the United States in reliance on Regulation S; and

27.4. it did not purchase or otherwise acquire the Placing Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States;

28. if it is subscribing for the Placing Shares in the United Kingdom, each Placee is a person falling within the exemption contained in Section 86(1)(a) of the Financial Services and Markets Act 2000 (as amended) or falling within one or more of the categories of persons set out in Article 19 (Investment Professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Order;

29. if it is subscribing for the Placing Shares in the EEA, it is a Qualified Investor;

30. each Placee confirms, represents and warrants that, in making its investment decision with respect to the Placing Shares, it has:-

30.1. not relied on the Company or any of its respective affiliates or on any document published by any of them;

30.2. the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

30.3. such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares; and

30.4. investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and any subsequent disposal of the Placing Shares;

31. each Placee acknowledges and agrees that it is not entitled to the protections afforded to clients of Cantor Fitzgerald in connection with the Placing and that neither Cantor Fitzgerald nor any of its affiliates nor any of their respective officers, directors, employees or advisers shall be liable for any losses (including, without limitation, loss of profit, loss of business or opportunity and special interest or consequential losses), damages or costs of the Placee save as a result of fraud or for death or personal injury;

32. each Placee acknowledges that the Company, Cantor Fitzgerald, CREST, the registrar, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company and Cantor Fitzgerald promptly in writing if any of its warranties, acknowledgements, representations, undertakings or agreements set out above cease to be accurate and complete and to indemnify and hold harmless on an after-tax basis the Company, Cantor Fitzgerald and any of their respective officers, directors, agents, employees or advisers (the "Indemnified Persons") from and against any and all loss, damage, liability or expense, including reasonable costs and attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made by such Placee as set out above not having been true when made, any misrepresentation made or any failure by such Placee to fulfil any of its undertakings or agreements set out above or any other document such Placee provides to the Company or Cantor Fitzgerald. Such Placee irrevocably authorises each of the Company and Cantor Fitzgerald to produce a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

33. each Placee acknowledges that the rights and remedies of Cantor Fitzgerald and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one right or remedy will not prevent the exercise of the other rights and/or remedies; and

34. each Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Cantor Fitzgerald may in their sole discretion determine and without liability to such Placee and such Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to or referred to in these Terms and Conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf.

CREST and certificated Placing Shares

Placing Shares, once issued, will be admitted to CREST with effect from Admission. Placees will receive Placing Shares comprised in their Placing Participation in uncertificated form registered in their CREST member account.

Responsibility

The Terms and Conditions set out in this appendix and the Announcement of which it forms part have been issued by the Company and are the sole responsibility of the Company.

APPENDIX II

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Circular and Form of Proxy posted to Shareholders	13 December 2016
Creditors Meeting to consider the Creditors Proposal	19 December 2016
General Meeting	29 December 2016
Anticipated date of approval of the Trinidad and Tobago Court in respect of the Creditors Proposal ("Court Date")*	January 2017
New Ordinary Shares to be admitted to trading on AIM	Court Date + two trading days
Issue of Placing Shares and admission of Placing Shares to trading on AIM	Court Date + two trading days
Issue of Convertible Loan Notes	Court Date + two trading days
CREST stock accounts credited with the Placing Shares in uncertificated form	Court Date + two trading days
Despatch of share certificates for Placing Shares in certificated form by no later than	Court Date + seven trading days
Despatch of loan note certificates for Convertible Loan Notes in certificated form by no later than	Court Date + seven trading days

* It is anticipated that the Court Date will not be allocated until after the Trinidad and Tobago Creditors have approved the Creditors Proposal. A further announcement will be made on this at the appropriate time.

Notes:

1. Future times and dates are indicative only and are subject to change by the Company, in which event details of the new times and dates will be notified to the Shareholders through a regulatory information service. In particular, the times and dates set out above are subject to the times and dates to be set out in the Circular. The timetable above assumes that: (i) the Creditors Proposal is approved by the Trinidad and Tobago Creditors at the Creditors Meeting; (ii) the Creditors Proposal is approved by the Trinidad and Tobago Court; (iii) the Shareholder Resolutions are passed at the General Meeting; and (iv) the suspension of the Ordinary Shares from trading on AIM is lifted prior to completion of the Fundraising.

2. References to times in this Announcement are to London time unless otherwise stated.

APPENDIX III

DEFINITIONS

2P	proved and probable reserves
Admission	the effective admission of the Placing Shares to trading on AIM pursuant to the AIM Rules
AIM	AIM, a market operated by London Stock Exchange
AIM Rules	the 'AIM Rules for Companies' published by London Stock Exchange for companies whose shares are traded on AIM, governing the admission to and operation of AIM, as amended from time to time
Announcement	this Announcement, including all appendices
bbls	barrels
BIR	the Trinidad and Tobago Board of Inland Revenue
Board or Directors	the board of directors of the Company at the date of this Announcement
Bopd	barrels of oil per day
Bookbuild	the accelerated bookbuild carried out by Cantor Fitzgerald as bookrunner in which the identity of Placees and allocation of New Ordinary Shares to be issued pursuant to the Placing will be determined
Cantor Fitzgerald	Cantor Fitzgerald Europe, an unlimited company (incorporated and registered in England and Wales under company number 02505767) the registered office of which is at One Churchill Place, Canary Wharf, London, E14 5RB, being the Company's broker
Circular	the circular to be sent to Shareholders containing details of the Fundraising and convening the General Meeting to consider the Shareholder Resolutions
Citi	all or any of Citigroup Inc, Citibank (Trinidad & Tobago) Limited and Citibank, N.A.
Citi Settlement Agreement	the conditional settlement agreement among the Trinidad and Tobago Subsidiaries and Citi dated 8 December 2016
Company or Trinity	Trinity Exploration & Production plc, a company incorporated and registered in England and Wales with registered number 07535869
Company Placee	any person procured by the Company who offers to subscribe for Placing Shares in the Placing and Subscription (and "Company Placees" shall be construed accordingly)
Convertible Loan Notes	the US$6,550,000 7.25 per cent. Convertible Unsecured Loan Notes 2024 to be issued by the Company
Convertible Loan Notes Subscription	the proposed issue of the Convertible Loan Notes
Creditors Meeting	the meeting of Trinidad and Tobago Creditors to consider the Creditors Proposal, expected to take place on 19 December 2016
Creditors Proposal	the written proposal for a scheme or arrangement between the Trinidad and Tobago Subsidiaries and the Trinidad and Tobago Creditors pursuant to Part V of the Trinidad and Tobago Bankruptcy and Insolvency Act, such proposal having been filed with the Supervisor on 8 December 2016
Creditors Proposal Approval	approval of a sufficient proportion of the creditors of the Trinidad and Tobago Subsidiaries, by number and by value in accordance with the Trinidad and Tobago Bankruptcy and Insolvency Act, of the Creditors Proposal
CREST	a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time
Deferred Shares	deferred shares of US$0.99 each in the capital of the Company following completion of the Share Capital Reorganisation
Euroclear	Euroclear UK & Ireland Limited, the operator of CREST
Existing Ordinary Shares	the 94,799,986 ordinary shares of US$1.00 each in the capital of the Company in issue as at the date of this Announcement
FCA	the Financial Conduct Authority
Form of Proxy	the form of proxy for use in connection with the General Meeting which will accompany the Circular
FSMA	the UK Financial Services and Markets Act 2000 (as amended)
Fundraising	the Placing and Subscription and the Convertible Loan Notes Subscription
General Meeting	the general meeting of the Company expected to be held on 29 December 2016
Government and State Creditors	the BIR and the MEEI
Group	the Company and its subsidiaries and subsidiary undertakings from time to time
ISIN	international securities identification number
London Stock Exchange	London Stock Exchange plc
MEEI	the Ministry of Energy and Energy Industries of Trinidad and Tobago
MMbbls	millions of barrels
New Ordinary Shares	the ordinary shares of US$0.01 in the capital of the Company following the passing of the Shareholder Resolutions
Offer Period	the period commenced at 07:00 on 8 April 2015 when Trinity was treated as being in an 'offer period' (as such term is defined in the City Code on Takeovers and Mergers) by the Takeover Panel
Order	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
Ordinary Shares	prior to Admission, ordinary shares of US$1 each in the capital of the Company and, from the passing of the Shareholder Resolutions and Admission, ordinary shares of US$0.01 each in the capital of the Company
Petrotrin	the Petroleum Company of Trinidad and Tobago Limited
Placee	any person procured by Cantor Fitzgerald who offers to subscribe for Placing Shares in the Placing (and "Placees" shall be construed accordingly)
Placing	the placing of the Placing Shares at the Placing Price by Cantor Fitzgerald pursuant to the Bookbuild
Placing and Subscription	the placing of Placing Shares to Placees pursuant to the Placing and the issue of Placing Shares at the Placing Price to Company Placees pursuant to conditional subscription agreements, to raise aggregate gross proceeds of approximately US$11.725 million (approximately £9.3 million)
Placing Agreement	the placing agreement dated 9 December 2016 among the Company, Cantor Fitzgerald and SPARK in relation to the Placing
Placing Price	4.98 pence per Placing Share
Placing Shares	the New Ordinary Shares to be issued pursuant to the Placing and Subscription
Prohibited Territory	the United States, Canada, Japan, Australia, Singapore or the Republic of South Africa
Regulation S	Regulation S under the Securities Act
Restructuring	the Share Capital Reorganisation, the Placing and Subscription, the Convertible Loan Notes Subscription, the Creditors Proposal and the Settlement Agreements
Restructuring Conditions	the receipt of the Shareholder Approval, the Creditors Proposal Approval and the Trinidad and Tobago Court Approval
Secured Creditor	a person holding a mortgage, pledge, charge or lien on or against the property of a Trinidad and Tobago Subsidiary or any part thereof as security for a debt due or accruing due to him from a Trinidad and Tobago Subsidiary or a person whose claim is based on, or secured by, a negotiable instrument held as collateral security and on which the debtor is only indirectly or secondarily liable (being Citi)
Securities Act	the United States Securities Act of 1933, as amended
Settlement Agreements	the settlement agreements entered into on or about the date of this Announcement by the Group with various creditors including without limitation the Citi Settlement Agreement
Share Capital Reorganisation	the share capital reorganisation in terms of which each Existing Ordinary Share will be divided and converted into one New Ordinary Share and one Deferred Share
Shareholder Approval	the passing, without variation of all of the Shareholder Resolutions
Shareholder Resolutions	the resolutions to be proposed at the General Meeting as set out in the notice of general meeting to be included in the Circular, including: (i) a special resolution to amend the articles of association of the Company; (ii) a special resolution to effect the Share Capital Reorganisation; (iii) an ordinary resolution pursuant to section 551 of the Companies Act 2006 giving the Directors authority to allot shares in the Company pursuant to the Placing and Subscription and the Convertible Loan Notes Subscription; and (iv) a special resolution giving the Directors authority in accordance with section 570 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the 2006 Act) pursuant to the Placing and Subscription and the Convertible Loan Notes Subscription as if section 561(1) of the Companies Act 2006 did not apply
Shareholders	the holders of Existing Ordinary Shares in the capital of the Company
SPARK	SPARK Advisory Partners Limited, a limited company (incorporated and registered in England and Wales under company number 03191370) the registered office of which is at 5 St. John's Lane, London, EC1M 4BH
Supervisor	the Office of the Supervisor of Insolvency established by the Trinidad and Tobago Bankruptcy and Insolvency Act
Takeover Panel	The Panel on Takeovers and Mergers
Terms and Conditions	the terms and conditions of the Placing, set out in an Appendix I to this Announcement
Trinidad and Tobago	the Republic of Trinidad and Tobago
Trinidad and Tobago Bankruptcy and Insolvency Act	the Bankruptcy and Insolvency Act (No.27 of 2007) of Trinidad and Tobago
Trinidad and Tobago Court	the High Court of Trinidad and Tobago and includes a judge sitting in chambers
Trinidad and Tobago Court Approval	the Creditors Proposal being approved by the Trinidad and Tobago Court in accordance with the Trinidad and Tobago Bankruptcy and Insolvency Act
Trinidad and Tobago Creditor	a person to whom a Trinidad and Tobago Subsidiary as at 31 July 2016 is indebted and who has a claim, unsecured, preferred by virtue of priority under section 127 of the Trinidad and Tobago Bankruptcy and Insolvency Act or secured, provable as a claim under the Trinidad and Tobago Bankruptcy and Insolvency Act (and "Trinidad and Tobago Creditors" shall be construed accordingly)
Trinidad and Tobago Subsidiaries	the Company's Trinidad and Tobago incorporated wholly-owned direct and indirect subsidiaries Trinity Exploration and Production (Trinidad and Tobago) Limited, Galeota Oilfield Services Limited, Trinity Exploration and Production (Galeota) Limited, Tabaquite Exploration & Production Company Limited, Trinity Exploration and Production (GOP) Limited, Trinity Exploration and Production (GOP-1B) Limited, Oilbelt Services Limited, Trinity Exploration and Production Services Limited and Ligo Ven Resources Limited (and "Trinidad and Tobago Subsidiary" shall be construed accordingly)
Trustee	Maria Daniel of Ernst & Young Services Limited, 5- 7 Sweet Briar Road, St. Clair, Trinidad and Tobago (a person who is licensed or appointed under the Trinidad and Tobago Bankruptcy and Insolvency Act in respect of the Creditors Proposal)
uncertificated or uncertificated form	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or US	the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia
Unsecured Creditors	any Trinidad and Tobago Creditor other than the Secured Creditor or a Government and State Creditor
US$ or $ or US dollars	US dollars, the lawful currency of the United States
US Person	a US person as defined in the Securities Act
£	Sterling, the lawful currency of the United Kingdom

This information is provided by RNS

The company news service from the London Stock Exchange

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