Scheme of Arrangement becomes Effective

Trinity Exploration & Production

05 November 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 CASH ACQUISITION

of

Trinity Exploration & Production Plc ("Trinity")

by

Lease Operators Limited ("Lease Operators")

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

5 November 2024

Scheme of Arrangement becomes Effective

On 2 August 2024, the boards of directors of Trinity and Lease Operators announced that they had reached agreement on the terms of a recommended cash acquisition for the entire issued, and to be issued, share capital of Trinity by Lease Operators at a price of 68.05 pence per Trinity Share (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Following the Court Sanction Hearing on 4 November 2024, Trinity and Lease Operators are pleased to announce that earlier today the Court Order was delivered to the Registrar of Companies. As such, all of the conditions set out in in the Scheme Document in respect of the Acquisition have now been satisfied or waived and, accordingly, the Scheme has now become Effective in accordance with its terms and the entire issued ordinary share capital of Trinity is now owned by Lease Operators.

Admission to trading of Trinity shares on AIM will be cancelled with effect from 7.00 a.m. on 6 November 2024.

As a result of the Scheme becoming Effective, share certificates in respect of Trinity Shares have ceased to be valid and of value and entitlements to Trinity Shares held in uncertificated form in CREST will be cancelled.

A Scheme Shareholder on the register of members of Trinity at the Scheme Record Time, being 6.00 p.m. on 4 November 2024, will be entitled to receive for each Trinity Share held 68.05 pence per share in cash (the "Consideration").

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, settlement of the Consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after the date of this announcement, being 19 November 2024.

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of the Cash Consideration payable to them pursuant to the Scheme will be effected by way of the crediting of CREST accounts as soon as practicable and in any event no later than 19 November 2024.

Each of the Trinity Directors has resigned as a director of Trinity with effect from the Scheme becoming Effective.

Charles Anthony Brash Snr, Charles Anthony Brash Jr, David Brash and Daniel Brash have been appointed as directors of Trinity with effect from the Scheme becoming Effective.

SPARK Advisory Partners Limited, the Company's Nominated Adviser will step down with effect from cancellation of admission to trading of Trinity shares on AIM.

Full details of the Acquisition are set out in the Scheme Document. Defined terms used but not defined in this announcement have the meaning given to them in the shareholder circular relating to the Scheme on 8 October 2024 (the "Scheme Document").

For further information 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]
Lease Operators		[phone]
Charles Anthony Brash Jr.
Zeus (Financial Adviser to Lease Operators)		[phone]
James Joyce Antonio Bossi James Bavister Isaac Hooper

Pinsent Masons LLP is acting as legal adviser to Trinity in connection with the Acquisition. Memery Crystal is acting as legal adviser to Lease Operators.

Important notices

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Trinity as financial adviser and Rule 3 Adviser and no one else in connection with the Acquisition 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 the Acquisition 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 the matters referred to in this announcement, any statement contained herein or otherwise.

SPARK Advisory Partners Limited ("SPARK"), which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated advisor to Trinity and no one else in connection with the Acquisition and will not be responsible to anyone other than Trinity for providing the protections afforded to clients of SPARK or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither SPARK 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 SPARK in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Lease Operators as financial adviser and no one else in connection with the Acquisition and matters referred to in this announcement and will not be responsible to anyone other than Lease Operators for providing the protections afforded to clients of Zeus, or for providing advice in relation to the Acquisition and matters referred to in this announcement. Neither Zeus 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 Zeus in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Further information

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.

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.

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/lease-operators-offer/ by no later than 12.00 noon (London time) on  6 November 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.

 

END