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")
to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act
2006
21 October 2024
Update on Scheme
Timetable
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").
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 8 October 2024 (the "Scheme Document"), unless the context
requires otherwise.
Trinity and Lease Operators 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 approval of Trinity Shareholders
at the Court Meeting and General Meeting, 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/.
EXPECTED TIMETABLE OF PRINCIPAL
EVENTS
Event
|
time / date(1)
|
Publication of the Scheme
Document
|
8 October 2024
|
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form)
General Meeting (YELLOW
form)
|
10.00 a.m. on 28 October
2024(2)
10.15 a.m. on 28 October
2024(3)
|
Voting Record Time for the Court
Meeting and the General Meeting
|
6.00 p.m. on 28 October
2024(4)
|
Court Meeting
|
10.00 a.m. on 30 October 2024
|
General Meeting
|
10.15 a.m. on 30 October 2024(5)
|
The
following dates will be determined by the date of satisfaction of
the Conditions; please see note (6) below.
|
Court Sanction Hearing
|
4 November
2024(7)
|
Last day of dealings in, or for
registration of transfers of, and disablement in CREST of Trinity
Shares
|
4 November 2024
|
Scheme Record Time
|
6.00 p.m. on 4 November
2024
|
Dealings in Trinity Shares
suspended
|
7.30 a.m. on 5 November
2024
|
Effective Date of the Scheme
|
5
November 2024(8)
|
Cancellation of admission to trading
of Trinity Shares on AIM
|
7.00 a.m. on 6 November
2024
|
Despatch of cheques and crediting of
CREST for Consideration due under the Scheme
|
At or soon after 8.00 a.m. on 6
November 2024 (but not later than 14 days after the Effective
Date)
|
Long-stop Date
|
31 March
2025(9)
|
(1) 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
28 October 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 28 October 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) The time for the Court
Hearing, the number of the Court and the name of the Judge will be
available on the Business and Property Court Rolls Building Cause
List by 4.30 pm on the Business Day prior to the Court Hearing. The
Court Hearing will take place at 7 Rolls Building, Fetter Lane,
London EC4A 1NL. The Business and Property Court Rolls Building
Cause List can be accessed via the following link:
https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list
(8) 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 expected to be 5 November 2024. The
events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to this
time.
(9) 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
Lease Operators (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
Takeover Code.
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
|
+44
(0)20 7839 3355
|
|
|
SPARK Advisory Partners Limited (Nominated
Adviser to Trinity)
|
|
Mark Brady
James Keeshan
|
+44
(0)20 3368 3550
|
|
|
Vigo Consulting Limited (PR Adviser to
Trinity)
|
|
Finlay Thompson
Patrick D'Ancona
|
+44 (0)20
7390 0230
|
|
|
Lease Operators
|
+1
(868) 6773056
|
Charles Anthony Brash Jr.
|
|
|
|
Zeus (Financial Adviser to Lease
Operators)
|
+44
(0)20 3829 5000
|
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 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 urges
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 Lease Operators or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) within any Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement, the Scheme Document and all documents
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this document and all documents relating to the Acquisition
(including custodians, nominees and trustees) must observe these
restrictions and must not mail or otherwise distribute or send them
in, into or from such jurisdictions where to do so would violate
the laws in that jurisdiction. Doing so may render invalid any
purported vote in respect of the Acquisition.
Disclosure requirements of
the Takeover Code
Under Rule
8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule
8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or
more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening
Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of
the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website 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 9 October 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 +44 (0) 371
664 0321 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.