Publication of Scheme Document&Notices of Meetings

Trinity Exploration & Production

24 May 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

RECOMMENDED ALL SHARE OFFER

for

Trinity Exploration & Production Plc ("Trinity")
by

Touchstone Exploration Inc. ("Touchstone")

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

24 May 2024

Publication of Scheme Document and Notices of Meetings

On 1 May 2024, the boards of directors of Trinity and Touchstone announced that they had reached agreement on the terms of a recommended acquisition of the entire issued, and to be issued, share capital of Trinity by Touchstone (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Publication and posting of the Scheme Document

Trinity is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chairman of Trinity, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Trinity Shareholders  has been published today on Trinity's website at https://trinityexploration.com/investors/touchstone-offer/  and Touchstone's website at https://www.touchstoneexploration.com/trinity-acquisition/.

The Scheme Document, Forms of Proxy for the Court Meeting and the General Meeting are today being sent to Trinity Shareholders. Trinity is also sending to participants in the Trinity Share Plan details of the proposals being made to such participants in connection with the Acquisition.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolution at the General Meeting and the subsequent sanction by the Court.  The Scheme is also subject to the satisfaction or waiver of the Conditions (including the Regulatory Conditions) and further terms that are set out in the Scheme Document.

Notices convening the Court Meeting and General Meeting are set out in the Scheme Document, both of which will be held at the offices of Cavendish Capital Markets Limited at 1 Bartholomew Close, London, England, EC1A 7BL on 24 June 2024.  The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders before the Meetings, including through Trinity's website at https://trinityexploration.com/ and by announcement through a Regulatory Information Service.

Scheme Shareholders and Trinity Shareholders are encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible using any of the methods set out in the Scheme Document.  Scheme Shareholders and Trinity Shareholders are also encouraged to appoint the Chair of the relevant Meeting as their proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders. Trinity Shareholders are therefore strongly urged to complete, sign and return your Forms of Proxy by post (or transmit a proxy appointment and voting instruction online via Link Group's facility or through the CREST electronic proxy appointment service) as soon as possible.

Recommendation

The Trinity Directors, who have been so advised by Houlihan Lokey as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. Houlihan Lokey is providing independent financial advice to the Trinity Directors for the purposes of Rule 3 of the Code. In providing its financial advice, Houlihan Lokey has taken into account the commercial assessments of the Trinity Directors.

Accordingly, the Trinity Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Trinity Shareholders vote in favour of the Resolution to be proposed at the General Meeting which are to be convened to approve the Acquisition, as each of Nicholas Clayton, Jeremy Bridglalsingh and James Menzies have irrevocably undertaken to do in respect of their own beneficial shareholdings in Trinity which amount in aggregate to 464,463 Trinity Shares, representing approximately 1.2% per cent. of the existing issued share capital of Trinity (excluding Treasury Shares) as at 30 April 2024 (being the last business day prior to the issuance of the Rule 2.7 Announcement).

Information for Trinity Shareholders

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy or to appoint a proxy electronically or through the CREST electronic proxy appointment service, please call the shareholder helpline operated by Link Group on 0371 664 0321 (or [phone] from overseas). Calls to this number are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m.(London time), Monday to Friday, excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice nor provide any advice on the merits of the Scheme and calls may be recorded and monitored for security and training purposes.

Timetable

The Scheme Document contains a current expected timetable of principal events relating to the Scheme, which is also set out in the Appendix below.

Subject to obtaining the approval of Scheme Shareholders at the Court Meeting and Trinity Shareholders at the General Meeting, the sanction of the Court and the satisfaction (or, where applicable, waiver) of the other Conditions (including the Regulatory Conditions), the Scheme is expected to become Effective before the end of Q3 2024.  The Scheme will become Effective upon a copy of the Court Order being delivered to the Registrar of Companies for registration.

It is intended that following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel trading of Trinity Shares on AIM.  Such cancellation is expected to take effect shortly following the Scheme becoming Effective.

APPENDIX

Expected timetable of principal events

Event	Expected time / date(1)
Publication of the Scheme Document	24 May 2024
Latest time for lodging Forms of Proxy for the: Court Meeting (BLUE form) General Meeting (YELLOW form)	10.00 a.m. on 20 June 2024(2) 10.15 a.m. on 20 June 2024(3)
Voting Record Time for the Court Meeting and the General Meeting	6.00 p.m. on 20 June 2024(4)
Court Meeting	10.00 a.m. on 24 June 2024
General Meeting	10.15 a.m. on 24 June 2024(5)
The following dates will be determined by the date of satisfaction of the Conditions; please see note (6) below.
Court Sanction Hearing	A date expected to be before the end of Q3 2024 ("D")
Last day of dealings in, or for registration of transfers of, and disablement in CREST of Trinity Shares	D
Effective Date of the Scheme	D+1 business day(7)
Dealings in Trinity Shares suspended	7.30 a.m. on D+1 business day
Cancellation of admission to trading of Trinity Shares on AIM	By no later than 8.00 a.m. on D+2 business days
Admission and commencement of dealings of the New Touchstone Shares on AIM and TSX	8.00 a.m. on D+2 business days
Settlement of the New Touchstone Shares due to Trinity Shareholders under the Scheme	At or soon after 8.00 a.m. on D+2 (but not later than 14 days after the Effective Date)
Despatch of share certificates for New Touchstone Shares	Within 14 days of the Effective Date
Long-stop Date	31 January 2025(8)

(1)  The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Trinity Shareholders by announcement through a Regulatory Information Service.

(2)  It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a day that is not a business day). If the blue Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on 20 June 2024, it may be presented in person to the chair of the Court Meeting or the Link representative who will be present at the Court Meeting any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(3)  In order to be valid, the yellow Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 20 June 2024 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48-hour period falling on a day that is not a business day).

(4)  If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two business days prior to the date of the adjourned Meeting.

(5)  To commence at 10.15 a.m. or as soon thereafter as the Court Meeting concludes or is adjourned.

(6)  The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Trinity will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Trinity's website at https://trinityexploration.com/investors/. Further updates and changes to these times will be notified in the same way. See also note (1).

(7)  Trinity expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part Three ((Conditions and Further Terms of the Acquisition)) of the Scheme Document, the Scheme will become Effective before the end of Q3 2024.

(8)  This is the latest date by which the Scheme may become Effective. However, the Long-stop Date may be extended to such later date as may be agreed by Trinity and Touchstone (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long-stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code.

Trinity
Jeremy Bridglalsingh, Chief Executive Officer Julian Kennedy, Chief Financial Officer Nick Clayton, Non- Executive Chairman	Via Vigo Consulting
Houlihan Lokey UK Limited (Financial Adviser to Trinity)
Tom Hughes Tim Richardson	[phone]
SPARK Advisory Partners Limited (Nominated Adviser to Trinity)
Mark Brady James Keeshan	[phone]
Vigo Consulting Limited (PR Adviser to Trinity)
Finlay Thompson Patrick D'Ancona	[phone]
Touchstone
Paul Baay, President and Chief Executive Officer Scott Budau, Chief Financial Officer John Wright, Chair of the Board of Directors	[phone]
Shore Capital (Lead Financial Adviser, Nominated Adviser and Joint Corporate Broker to Touchstone)
Daniel Bush Toby Gibbs Tom Knibbs	[phone]
Canaccord Genuity Limited (Co-Financial Adviser, and Joint Corporate Broker to Touchstone)
Adam James Ana Ercegovic	[phone]
FTI Consulting (PR Adviser to Touchstone)
Ben Brewerton Nick Hennis	[phone]

Pinsent Masons LLP is acting as legal adviser to Trinity in connection with the Acquisition. Norton Rose Fulbright LLP is acting as legal adviser to Touchstone.

Important notices

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Trinity and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Trinity for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to contents of this announcement or any other matters referred to in this announcement. Neither Houlihan Lokey nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.

SPARK Advisory Partners Limited ("SPARK"), which is regulated by the FCA in the United Kingdom, is acting exclusively as nominated adviser to Trinity and no one else in connection with the matters referred to in this announcement, and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the matters referred to in this announcement and is not, and will not be, responsible to anyone other than Trinity for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement. Neither SPARK nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SPARK in connection with this announcement or any matter referred to herein.

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital") which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively as lead financial adviser and joint corporate broker for Touchstone and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients of Shore Capital, or for providing advice in relation to the Acquisition or any other matter referred to herein. Neither Shore Capital & Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the UK by the FCA, is acting as co-financial adviser and joint corporate broker to Touchstone and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to contents of this announcement or any other matters referred to in this announcement. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

The Acquisition will be made solely by the Scheme Document and the Forms of Proxy accompanying the Scheme Document, which together contain the full terms and conditions of the Acquisition, including details of how the Acquisition may be approved.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales. Nothing in this announcement should be relied on for any other purpose.

Trinity and Touchstone urge Trinity Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted document.

Overseas Shareholders

The availability of the Acquisition to Trinity Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Any person outside the United Kingdom or who are subject to the laws and/regulations of another jurisdiction should inform themselves of, and should observe, any applicable legal and/or regulatory requirements.

The release, publication or distribution of this announcement in or into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Touchstone or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) within any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any purported vote in respect of the Acquisition.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website and Availability of Hard Copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code and pursuant to Rule 26 of the AIM Rules for Companies will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the investor relations section of Trinity's website at https://trinityexploration.com/investors/touchstone-offer/ and Touchstone's website at https://www.touchstoneexploration.com/trinity-acquisition/ by no later than 12.00 noon (London time) on  28 May 2024.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, Trinity Shareholders, persons with information rights and participants in the Trinity Share Plan may request a hard copy of this announcement by: (i) contacting Trinity's Registrar, Link Group, during business hours on 0371 664 0321 if calling from the United Kingdom, or [phone] if calling from outside the United Kingdom (lines are open from 9.00 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)); or (ii) by submitting a request in writing to Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL. A person so entitled may also request that all future documents, announcements and information in relation to the Acquisition be sent to them in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Information relating to Trinity Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Trinity Shareholders, persons with information rights, and other relevant persons for the receipt of communications from Trinity may be provided to Touchstone during the Offer Period as required under Section 4 of Appendix 4 of the Code in order to comply with Rule 2.11(c) of the Code.

 

END