Update on Scheme Timetable

Trinity Exploration & Production

08 July 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

8 July 2024

Update on Scheme Timetable

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

Capitalised terms used but not defined in this announcement have the meanings given to them in the shareholder circular relating to the Scheme published by Trinity on 24 May 2024 (the "Scheme Document"), unless the context requires otherwise.

Trinity and Touchstone are pleased to provide an update with respect to the Scheme timetable.

The Acquisition remains subject to the satisfaction or waiver (where capable of being waived) of the

remaining Conditions to the Acquisition as set out in Part Three of the Scheme Document, including

the Court's sanction of the Scheme at the Court Hearing and the delivery of a copy of the Court Order

to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme is set out below. If any change to the key dates and/or times set out in the timetable are made, Trinity will give notice of this change by issuing an announcement through a Regulatory Information Service and such announcement will be made available on Trinity's website at https://trinityexploration.com/investors/touchstone-offer/

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Expected time/date (1)
Court Hearing (2)	Currently scheduled for 31 July 2024
Last day for dealings in, and for the registration of transfer of, and disablement in CREST of Trinity Shares	31 July 2024
Scheme Record Time	6.00 p.m. on 31 July 2024
Suspension of dealings in Trinity Shares	7.30 a.m. on 1 August 2024
Effective Date of the Scheme (3)	1 August 2024
Cancellation of admission to trading of Trinity Shares on AIM	7.00 a.m. on 2 August 2024
Admission and commencement of dealings of the New Touchstone Shares on AIM and TSX	8.00 a.m. on 2 August 2024
Settlement of the New Touchstone Shares due to Trinity Shareholders under the Scheme	At or soon after 8.00 a.m. on 2 August 2024 (but not later than 14 days after the Effective Date)
Despatch of share certificates for New Touchstone Shares	Within 14 days of the Effective Date
Long Stop Date	31 January 2025 (4)

Notes:

(1)   References to times are to London, United Kingdom time unless otherwise stated.

(2)   The time for the Court Hearing, the number of the Court and the name of the judge will be available at least 1 business day before the Court Hearing.

(3)   A copy of the Court Order sanctioning the Scheme is expected to be delivered to the Registrar of Companies one Business Day after the date of the Court Hearing, such that the Effective Date is then expected to be 1 August 2024. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time.

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

Trinity
Jeremy Bridglalsingh, Chief Executive Officer Julian Kennedy, Chief Financial Officer Nick Clayton, Non- Executive Chairman	Via Vigo Consulting
Houlihan Lokey UK Limited (Financial Adviser to Trinity)
Tom Hughes Tim Richardson	[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	[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 in connection with the Acquisition.

Important notices

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

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

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

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

Further information

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

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

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

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

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

Overseas Shareholders

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

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

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

Publication on Website

In accordance with Rule 26.1 of the Code a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the investor relations section of Trinity's website at https://trinityexploration.com/investors/touchstone-offer/ by no later than 12.00 noon (London time) on the business day immediately following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END