NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS
AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW TOUCHSTONE SHARES EXCEPT ON THE BASIS OF THE
INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE
PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
1 May 2024
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
Summary
·
The board of directors of each of
Touchstone and Trinity are pleased to announce that they have
reached agreement on the terms of a recommended all share offer
pursuant to which Touchstone will acquire the entire issued and to
be issued ordinary share capital of Trinity (the "Acquisition"). The Acquisition is to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act.
·
Under the terms of the
Acquisition, Trinity Shareholders shall be entitled to receive:
for each Trinity Share
1.5
New Touchstone Shares
·
Under the terms of the
Acquisition, Trinity Shareholders will, in aggregate, receive
approximately 58,341,102 New Touchstone Shares. Immediately
following completion of the Acquisition, Trinity Shareholders will
own approximately 19.9 per cent. of the share capital of the
Combined Group (based on the existing issued common share capital
of Touchstone and the fully diluted ordinary share capital of
Trinity as at 30 April 2024 (being the latest practicable date
prior to the date of this announcement).
·
Based upon Touchstone's closing
share price of 41.25 pence as of 30 April 2024 (being the last
practicable date prior to this announcement) the Acquisition
represents an implied value of 61.9 pence per Trinity Share
(approximately US$0.77 per Trinity Share), valuing the entire
issued share capital of Trinity at approximately £24.1 million
(approximately US$30.1 million).
·
The terms of the Acquisition
represent a premium of approximately 71.9 per cent. to the Closing
Price per Trinity Share of 36 pence on 30 April 2024 (being the
latest practicable date prior to the date of this announcement),
55.4 per cent. to the 3-month volume weighted average price per
Trinity Share of 39.8 pence as at close of 30 April 2024 (being the
latest practicable date prior to the date of this announcement) and
13.6 per cent. to the 9-month volume weighted average price per
Trinity Share of 54.5 pence as at close of 30 April 2024 (being the
latest practicable date prior to the date of this
announcement).
·
The board of directors of each of
Touchstone and Trinity are also pleased to note that, in total,
Trinity Shareholders (including those Trinity Directors who hold
Trinity Shares) representing 38.9 per cent. of Trinity's issued
ordinary share capital (excluding Trinity Shares held in treasury)
as at 30 April 2024 (being the latest practicable date prior to the
date of this announcement) are supportive of the Acquisition and
have each entered into irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting.
Strategic rationale
for the Acquisition
·
Touchstone is currently the
largest independent onshore oil and natural gas producer in
Trinidad, with assets in several reservoirs that have an extensive
internally estimated inventory of petroleum and natural gas
development and exploration opportunities.
·
Having brought its Coho-1 well
online in Q4 2022 and its first two wells at its Cascadura field,
Cascadura-1ST1 and Cascadura Deep-1, in late Q3 2023, Touchstone's
production and funds flow from operations has increased markedly.
Touchstone's 2024 guidance published on 19 December 2023
anticipates funds flow from operations of US$32m, which will give
it the financial resources to continue to invest in its development
and exploration activity to increase Touchstone's future reserves
base and production volumes. Touchstone believes that from this
position, the Acquisition will provide an opportunity to create a
business of significant scale in Trinidad with an enhanced ability
to deliver growth in reserves, production and cash flow for the
benefit of both sets of shareholders and local stakeholders.
·
Touchstone believes that the
Acquisition presents a compelling strategic opportunity for both
companies and their shareholders for the following reasons:
·
Creating a
leading Trinidadian operator of scale - The addition of
Trinity's existing production portfolio, along with its exploration
and development assets, will position the Combined Group as one of
the leading independent operating companies dedicated to investing
in both onshore and offshore activity to grow Trinidadian oil and
gas production. On a pro-forma basis, the combination of the two
businesses would create a producing portfolio of between
approximately 11,700 and 12,400 boe/d (based upon 2024 average
daily production guidance) with combined proved plus probable
reserves of approximately 80.3 MMboe as at 31 December 2023.
·
Combined funds
flow from operations to invest in a larger portfolio of development
opportunities - Touchstone believes that the Combined Group
will have strong operational cash flow generation from a production
base with critical mass in both oil and natural gas producing
assets. Touchstone notes that Trinity has previously disclosed
unaudited EBITDA pre-hedging of US$18.5 million cumulatively for
2023, and that it expects to report operating cash flow of between
US$10 million to US$12 million for the 12-month period ending 31
December 2023. Trinity's closing unaudited net cash for the year
ended 31 December 2023 was US$5.8 million. When combined with
Touchstone's funds flow from operations (which is expected to be
US$32 million for 2024), the Combined Group will have the
resources, capacity and flexibility to invest in multiple
development programmes concurrently to accelerate the potential of
the combined asset base. Touchstone also believes that the enhanced
cash flow potential will also allow greater optionality over
capital allocation decisions and provide for a sustainable approach
to future shareholder distributions.
·
Enhanced
development and exploration portfolio - Trinity's assets
will provide additional development inventory for funds generated
from the Combined Group's operations to be invested to generate the
most impact and highest returns on capital. The Combined Group will
also benefit from an attractive portfolio of exploration and
development prospects across Trinity's onshore Hummingbird
portfolio and Buenos Ayres Block, as well as its TGAL discovery at
the offshore Galeota block, and at Touchstone's Ortoire licence
area and Cipero, Charuma, and Rio Claro blocks (subject to licence
agreement finalisation). Together, the portfolio provides a
diversified opportunity with the potential to materially enhance
the long-term value of the Combined Group.
·
Potential for
efficiencies and significant synergies - Touchstone believes
that the Acquisition will allow the Combined Group to benefit from
greater economies of scale and recurring annual cost synergies,
which Touchstone expects to be significant and which would reduce
the combined overhead base, providing higher corporate netbacks and
generating greater cash flows for shareholders. Touchstone believes
that having two separate quoted Trinidadian producers currently
results in duplication of overheads and fixed costs which could
result in efficiencies in future. Touchstone believes it will be
able to integrate and operate the enlarged portfolio of assets with
limited additional overhead to Touchstone's current cost base,
representing a significant reduction in corporate overheads on a
pro forma combined basis.
·
Complementary
technical and operational experience - Touchstone believes
that the knowledge and experience of Trinity's staff is highly
complementary to Touchstone's own and will allow the Combined Group
to benefit from the best mix of skills and experience to create an
efficient business for shareholders which is best able to exploit
the opportunities from the Combined Group's asset base.
·
Cash flow
accretive - The addition of Trinity's producing and adjusted
EBITDA-generative assets into the enlarged group is expected to be
accretive on a funds flow from operations basis in the first full
year after the completion of the Acquisition before taking account
of expected recurring annual cost synergies realised.
·
Increased
shareholder liquidity - With a broader shareholder base and
more shares in issue, Touchstone believes that shareholders will
benefit from the larger size and increased liquidity of the
Combined Group and will be able to trade their Touchstone Shares on
both AIM and TSX.
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. In providing its advice to Trinity Directors, Houlihan
Lokey has taken into account the commercial assessments of the
Trinity Directors. In addition, the Trinity Directors consider the
terms of the Acquisition to be in the best interests of Trinity
Shareholders as a whole. Houlihan Lokey is providing independent
financial advice to the Trinity Directors for the purposes of Rule
3 of the Code.
·
Accordingly, the Trinity
Directors intend to recommend unanimously that Trinity Shareholders
vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting as those Trinity
Directors who hold Trinity Shares have irrevocably undertaken to do
in respect of their own beneficial holdings of 464,463 Trinity
Shares representing, in aggregate, approximately 1.2 per cent. of
the ordinary share capital of Trinity in issue on 30 April 2024
(excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.
Irrevocable
undertakings
·
As noted above, Touchstone has
received irrevocable undertakings from each of the Trinity
Directors who hold Trinity Shares to vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the
General Meeting, in respect of a total of 464,463 Trinity Shares,
representing approximately 1.2 per cent. of the existing issued
ordinary share capital of Trinity on 30 April 2024 (excluding any
Trinity Shares held in treasury) being the latest practicable date
prior to the date of this announcement.
·
Touchstone has also received
irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting from Trinity Shareholders in respect of a total of
14,618,881 Trinity Shares representing, in aggregate, approximately
37.7 per cent. of Trinity's existing issued ordinary share capital
on 30 April 2024 (excluding any Trinity Shares held in treasury)
being the latest practicable date prior to this announcement.
·
Touchstone has therefore received
irrevocable undertakings in respect of a total of 15,083,344
Trinity Shares representing, in aggregate, approximately 38.9 per
cent. of Trinity's ordinary share capital in issue on 30 April 2024
(excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.
Information on
Touchstone
·
Touchstone is an oil and natural
gas exploration and production company active in the Republic of
Trinidad and Tobago. Touchstone is currently the largest
independent onshore oil and natural gas producer in Trinidad, with
assets in several reservoirs that have an extensive internally
estimated inventory of oil and natural gas development and
exploration opportunities.
·
In the first quarter of 2024,
Touchstone achieved average daily net oil and gas sales volumes of
7,015 boe/d, and for calendar 2024 has guided to average daily
production of between 9,100 and 9,700 boe/d, which is expected to
generate funds flow from operations of $32 million. Touchstone had
in place proved plus probable gross reserves at its Trinidad oil
and gas properties of 67.4 MMboe at 31 December 2023.
·
Touchstone's shares are admitted
to trading on TSX and the AIM market of the London Stock Exchange.
Touchstone's current market capitalisation is £96.6 million as at
30 April 2024 (being the latest practicable date prior to this
announcement).
Timetable and
Conditions
·
It is intended that the
Acquisition will be implemented by way of a scheme of arrangement
under Part 26 of the Companies Act (although Touchstone reserves
the right to implement the Acquisition by way of a Takeover Offer,
subject to the Panel's consent and in accordance with the terms of
the Co-operation Agreement).
·
The Acquisition is conditional
on, among other things, the approval of the requisite majority of
Trinity Shareholders at the Court Meeting and at the General
Meeting. In order to become Effective, the Scheme must be approved
by a majority in number of the Trinity Shareholders voting at the
Court Meeting, either in person or by proxy, representing at least
75 per cent. in value of the Trinity Shares voted. In addition, a
special resolution implementing the Scheme must be passed by
Trinity Shareholders representing at least 75 per cent. of votes
cast at the General Meeting. Following the Court Meeting, the
Scheme must also be sanctioned by the Court.
·
The Acquisition is also subject
to the Conditions and terms set out in Appendix I to this
announcement, including, amongst other things:
·
the receipt or waiver of anti-trust clearances
in Trinidad and Tobago;
·
insofar as the Acquisition requires such
approval, the Minister having provided his consent to the
Acquisition in a form and subject to conditions (if any) that are
reasonably satisfactory to Touchstone; and
·
the receipt of the following consents or
waivers from Heritage:
ꞏ
|
Heritage having provided its
written consent to the Acquisition under the terms of the LOAs, the
Galeota JOA and the Royalty Conversion Agreements in a form and
subject to conditions (if any) that are reasonably satisfactory to
Touchstone; and
|
ꞏ
|
the waiver (or non-exercise
within any applicable time limits) by Heritage of any right of
pre-emption, right of first offer or refusal or any similar or
analogous right, arising as a result of or in connection with the
Acquisition under the terms of the JOAs (other than the Galeota JOA
in circumstances where Heritage has already provided its prior
written consent) in a form and subject to conditions (if any) that
are reasonably satisfactory to Touchstone.
|
·
Given the material importance of Trinity's
operating assets in the context of the Acquisition, and the
Heritage Consents and Waivers in that regard, Trinity Shareholders
should be aware that, if any Regulatory Condition is not satisfied,
it would be Touchstone's intention to seek the Panel's consent to
invoke the relevant Regulatory Condition to cause the Acquisition
to lapse.
·
Subject to the satisfaction or
(where applicable) waiver of the Conditions, the Acquisition is
expected to become Effective before the end of Q3
2024.
·
The Scheme Document, containing
further information about the Acquisition and notices of the Court
Meeting and the General Meeting will be distributed to Trinity
Shareholders (along with the Forms of Proxy for use in connection
with the Court Meeting and the General Meeting) in due course. The
Scheme Document will also be made available by Trinity on its
website at www.trinityexploration.com/investors/.
Commenting on the Acquisition, Jeremy Bridglalsingh,
the Chief Executive Officer of Trinity, said:
"I am pleased to be
recommending Touchstone's offer to our shareholders. Our two
companies have operated in close proximity over many years. The
premium offered demonstrates the value Touchstone sees in Trinity's
team and operations and its confidence in the future potential of
the enlarged business."
Commenting on the Acquisition, Paul Baay, the
President and Chief Executive Officer of Touchstone, said:
"We believe this
acquisition represents a compelling strategic opportunity which
will deliver enhanced scale, balance sheet strength, and growth
opportunities. The business combination will create an upstream oil
and gas company of increased scale in Trinidad, enhancing our
ability to deliver growth in reserves, production and cash flows
for the benefit of our combined shareholders and local
stakeholders. The combined group will be able to invest in multiple
development programmes and accelerate the growth potential of the
enlarged asset base, thereby giving us the potential to materially
enhance long-term value".
This
summary should be read in conjunction with the full text of this
announcement. The Acquisition shall be subject to the Conditions
and further terms set out in Appendix I to this announcement and to
the full terms and conditions which shall be set out in the Scheme
Document. Appendix II to this announcement contains the sources of
information and bases of calculations of certain information
contained in this announcement, Appendix III contains a summary of
the irrevocable undertakings received in relation to this
Acquisition and Appendix IV contains definitions of certain
expressions used in this summary and in this
announcement.
Investor
presentation
A recorded investor presentation covering the
Acquisition will be made available on Trinity's website later
today.
The person responsible for making
this announcement on behalf of Trinity is Jeremy
Bridglalsingh, Chief Executive Officer and the person responsible
for making this announcement on behalf of Touchstone is Paul Baay, President and Chief Executive
Officer.
Enquiries:
Touchstone
|
|
Paul Baay, President and Chief
Executive Officer
Brian Hollingshead, Vice President
Engineering and Business Development
John Wright, Chair of the Board of
Directors
|
+1 403 750 4487
|
Shore Capital (Lead Financial Adviser, Nominated
Adviser and Joint Corporate Broker to Touchstone)
|
Daniel Bush
Toby Gibbs
Tom Knibbs
|
+44 (0)20 7408 4090
|
Canaccord Genuity Limited (Co-Financial Adviser, and
Joint Corporate Broker to Touchstone)
|
Adam James
Ana Ercegovic
|
+44 (0)20 7523 8000
|
FTI Consulting (PR Adviser to Touchstone)
|
|
Ben Brewerton
Nick Hennis
|
+44 (0) 20 3727 1000
|
|
|
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
|
Norton Rose Fulbright LLP is acting
as legal adviser to Touchstone, and Pinsent Masons LLP is acting as
legal adviser to Trinity, in connection with the
Acquisition.
Important
notices
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.
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.
Further
information
This announcement
is for information purposes only and does not constitute an offer
to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the
Acquisition or otherwise.
The Acquisition
will be made solely by means of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, any document
by which the Takeover Offer is made) which, together with the Forms
of Proxy, will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement
has been prepared for the purpose of complying with English law 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
England and Wales. The Acquisition will be subject to the
applicable requirements of the Code, the Panel, the London Stock
Exchange, the TSX and the Financial Conduct Authority.
Trinity will
prepare the Scheme Document to be distributed to Trinity
Shareholders. The Acquisition will be implemented solely pursuant to the
terms of the Scheme Document (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the Offer
Document), which, together with the Forms of Proxy, will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Trinity Shareholders
are advised to read the Scheme Document (including the related
Forms of Proxy) (and/or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document)
carefully once these become available because they will contain
important information in relation to the Acquisition, the New
Touchstone Shares and the Combined Group. Any vote in respect of
resolutions to be proposed at the General Meeting, and any decision
in respect of the Scheme or other response in relation to the
Acquisition by Trinity Shareholders should be made only on the
basis of the information contained in the Scheme Document (and/or,
in the event that the Acquisition is to be implemented by way of a
Takeover Offer, the Offer Document).
This announcement
contains inside information in relation to each of Trinity and
Touchstone for the purposes of Article 7 of the Market Abuse
Regulation. The person responsible for making this announcement
on behalf of Trinity is Jeremy Bridglalsingh, Chief
Executive Officer and the person responsible for making this
announcement on behalf of Touchstone is Paul Baay,
President and Chief Executive Officer.
This announcement
does not constitute a prospectus or prospectus exempted document.
The New Touchstone Shares are not being offered to the public by
means of this announcement.
Touchstone reserves the right to elect (with the consent of
the Panel and in accordance with the terms of the Co-operation
Agreement) to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme. In such event, the Takeover Offer
will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to
appropriate amendments to reflect the change in structure by which
the Acquisition is to be implemented and compliance with all
applicable laws.
Overseas
shareholders
The release,
publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements. Further details in relation
to Overseas Shareholders will be contained in the Scheme
Document.
Unless otherwise
determined by Touchstone or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall 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 within a 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 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 announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) 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.
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. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The New Touchstone
Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or
for the account or benefit of, any Restricted Overseas Persons
except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those
jurisdictions.
Additional
Information for Trinity Shareholders Resident in the United
States
Trinity
Shareholders resident in the United States should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, Touchstone
exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Any
such Takeover Offer would be made in the United States by
Touchstone and no one else.
Financial
information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting
standards under UK-adopted international accounting standards and
in accordance with International Financial Reporting Standards
("IFRS") and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United
States.
The New Touchstone
Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States absent registration under the
US Securities Act, or pursuant to an exemption from such
registration requirements and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. It is expected that the New Touchstone Shares will be
issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. Securities issued pursuant to the Scheme will not be
registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from
the registration requirements of the securities laws of such state.
Shareholders who will be "affiliates" (within the meaning of the US
Securities Act) of Trinity or Touchstone prior to, or of Touchstone
after, the Effective Date will be subject to certain US transfer
restrictions relating to the New Touchstone Shares received
pursuant to the Scheme. For the purpose of qualifying for the
exemption provided by Section 3(a)(10) of the US Securities Act,
Touchstone will advise the Court that its sanctioning of the Scheme
will be relied on by Touchstone for the purposes of a Section
3(a)(10) exemption following a hearing on the fairness of the terms
and conditions of the Scheme to Trinity Shareholders at which all
Trinity Shareholders are entitled to appear in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification is given to all Trinity
Shareholders.
Touchstone and
Trinity are each organised and located in a non-US jurisdiction and
some or all of their officers and directors may be residents of a
non-US jurisdiction. It may therefore be difficult for holders of
Trinity Shares located in the United States to enforce their rights
and any claim arising out of US securities law. It may not be
possible to sue Touchstone and Trinity (or their officers and
directors) in a non-US court for violations of US securities laws.
Furthermore, it may be difficult to compel Touchstone and Trinity
and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The receipt of New
Touchstone Shares by shareholders of Trinity in the United States
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for United States federal
income tax purposes and under applicable United States state and
local income, franchise or transfer, as well as foreign and other,
tax laws. Each Trinity Shareholder (including holders located in
the United States) is urged to consult its independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
In accordance with
normal UK practice and to the extent permitted under Rule 14e-5(b)
of the US Exchange Act, Touchstone, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase,
Trinity Shares outside of the United States, other than pursuant to
the Acquisition, until the Effective Date, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including English law, the Code and the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at https://www.londonstockexchange.com/.
This announcement
does not constitute or form a part of any offer to sell or issue,
or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.
Neither the US
Securities and Exchange Commission nor any securities commission of
any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed
upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Additional Information for Trinity
Shareholders Resident in Canada
Trinity
Shareholders resident in the Canada should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under Canadian
securities law. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of Canadian securities laws. If, in the future,
Touchstone exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the Takeover Offer
into Canada, the Acquisition will be made in compliance with
applicable Canadian securities laws or pursuant to an exemption
therefrom.
This announcement
contains references to certain financial measures, including some
that do not have any standardized meaning prescribed by IFRS and
that may not be comparable to similar measures presented by other
companies or entities. These financial measures include funds flow
from operations. See page 48 of Touchstone's 2023 Annual
Management's Discussion and Analysis dated 20 March 2024 for
detailed reconciliations of non-IFRS financial measures.
The enforcement by
Trinity Shareholders in Canada of civil liabilities under the
Canadian securities laws may be affected adversely by the fact that
Trinity is incorporated or organized under the laws of a
jurisdiction other than Canada, that some or all of Trinity's and
Touchstone's officers and directors may be residents of countries
other than Canada, and that all or a substantial portion of the
assets of Touchstone and Trinity are located outside Canada. It may
therefore be difficult for holders of Trinity Shares located in
Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Trinity, or
the officers and directors of Touchstone and Trinity) in a
non-Canadian court for violations of Canadian securities laws.
Furthermore, it may be difficult to compel Trinity and its
affiliates to subject themselves to the jurisdiction or judgment of
a Canadian court.
Trinity
Shareholders residing in Canada should be aware that the
Acquisition described in the Scheme Document may have tax
consequences in Canada and should consult their own tax advisors to
determine the particular tax consequences to them of the
Acquisition in light of their particular circumstances, as well as
any tax consequences that may arise under the laws of any other
relevant foreign, state, local or other taxing
jurisdiction.
In accordance with
normal UK practice Touchstone, certain affiliated companies and
their nominees or brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Trinity
Shares, other than pursuant to the Acquisition, until the Effective
Date, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including English
law and the Code. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
https://www.londonstockexchange.com/.
This announcement
does not constitute or form a part of any offer to sell or issue,
or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in Canada. Any offers, solicitations or offers to buy,
or any sales of securities will be made in accordance with
registration and other requirements under applicable
law.
No securities
commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this
announcement or the merits of the securities described herein, and
any representation to the contrary is an offence.
Product Type
Disclosures
This announcement
includes references to crude oil, natural gas liquids, natural gas,
and average daily production volumes of Touchstone. Under National
Instrument 51-101 Standards of Disclosure for Oil and Gas
Activities ("NI 51-101"),
disclosure of production volumes should include segmentation by
product type as defined in the instrument. In this announcement, in
respect of Touchstone's production volumes, references to "crude
oil" refer to "light crude oil and medium crude oil" and "heavy
crude oil" combined product types; references to "natural gas
liquids" refer to condensate; and references to "natural gas" refer
to the "conventional natural gas" product type, all as defined in
the instrument.
For information
regarding specific product disclosures in accordance with NI
51-101, please refer to the "Advisories - Product Type Disclosures"
section in Touchstone's most recent Management's discussion and
analysis accompanying Touchstone's audited consolidated financial
statements dated 31 December 2023.
Use of a
Standard
The oil and natural
gas reserves contained herein of Touchstone have generally been
prepared in accordance with Canadian disclosure standards, which
are not comparable in all respects to other foreign disclosure
standards.
Oil and natural gas
reserves of Touchstone in Trinidad disclosed or referenced herein
are based on the independent reserve evaluation prepared by GLJ
Ltd. dated February 29, 2024 with an effective date of 31 December
2023 (the "Reserves
Report"), which was prepared in accordance with NI 51-101
and the Canadian Oil and Gas Evaluation Handbook ("COGE"). The disclosure herein
highlights certain information contained in the Reserves Report but
represents only a portion of the disclosure required under NI
51-101. Full disclosure and related advisories with respect to
Touchstone's reserves as at 31 December 2023 are included in the
Touchstone's 2023 Annual Information Form dated 20 March
2024.
Oil and natural gas
reserves of Trinity disclosed or referenced herein are estimates
which were prepared by management. Trinity's disclosure was not
prepared in accordance with NI 51-101 and COGE, nor evaluated by an
independent qualified reserves evaluator or auditor.
Where applicable,
natural gas has been converted to barrels of oil equivalent (boe)
based on six thousand cubic feet to one barrel (bbl) of oil. The
barrel of oil equivalent rate is based on an energy equivalent
conversion method primarily applicable at the burner tip and given
that the value ratio based on the current price of crude oil as
compared to natural gas is significantly different than the energy
equivalency of the 6:1 conversion ratio, utilizing the 6:1
conversion ratio may be misleading as an indication of value. This
conversion factor is an industry accepted norm and is not based on
either energy content or prices.
Forward looking
statements
The information
provided in this announcement contains certain forward-looking
statements and information (collectively, "forward-looking statements") within the
meaning of applicable securities laws. Such forward-looking
statements include, without limitation, forecasts, estimates,
expectations and objectives for future operations that are subject
to assumptions, risks and uncertainties, many of which are beyond
the control of Touchstone or Trinity. Forward-looking statements are predictive in
nature, depend upon or refer to future events or conditions, or
include words such as "expect", "plan", "anticipate", "believe",
"intend", "maintain", "continue to", "pursue", "design", "result
in", "sustain" "estimate", "potential", "growth", "near-term",
"long-term", "forecast", "contingent" and similar expressions, or
are events or conditions that "will", "would", "may", "could" or
"should" occur or be achieved. The forward-looking statements
contained in this announcement speak only as of the date hereof and
are expressly qualified by this cautionary statement.
These statements
may include, without limitation, statements regarding: Touchstone's
2024 annual guidance, Touchstone's intention to acquire the entire
issued and to be issued ordinary share capital of Trinity; the
intended recommendation of the Trinity Directors to the Trinity
Shareholders; expectations regarding funds flow from operations
resulting from Touchstone's daily production; expectations with
regards to the potential for Trinity's portfolio to deliver
meaningful reserves/resources growth; the expectation that the
Acquisition will be completed by way of a scheme of arrangement;
the anticipated ownership structure of the Combined Group;
anticipated timing of the Court Meeting and the General Meeting;
expectations with respect to the business, financial prospects and
future opportunities for the Combined Group, including that the
Combined Group will be a leading Trinidad operator of scale; the
Combined Group's ability to invest in a larger portfolio of
development opportunities; expectations regarding the Combined
Group's enhanced development and exploration portfolio; the ability
of the Combined Group to benefit from enhanced efficiencies and
synergies, including regarding the complimentary nature of the
Combined Group's technical and operational experience; the
expectation that the Acquisition will be accretive to funds flows
from operations; the anticipated increased trading liquidity of the
Combined Group's shares and that shareholders of the Combined Group
will be able to trade their Touchstone Shares on both the AIM and
the TSX; Touchstone's intention to conduct a detailed post-closing
review of Trinity's operations, and the anticipated timing thereof;
expectations with respect to the integration and retention of
staff, as well as potential head count reductions; regarding the
board of directors of the Combined Group; Touchstone's intentions
with respect to Trinity's management, governance, and incentive
structures; expectations with respect to the consolidation of
business office and field office locations; expectations regarding
the timing of the listing of the new Touchstone Shares, and the
de-listing of the Trinity Shares; the Combined Group's
enhanced access to operational, tax and corporate synergies; the
combined company's dividend plans prior to the Effective Date of
the Acquisition; the anticipated closing conditions and regulatory
approvals pursuant to the Scheme; and the anticipated timing and
completion of the Acquisition, including the expected Effective
Date of the Scheme.
In addition,
information and statements relating to reserves are by their nature
forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves
described exist in the quantities predicted or estimated, and can
be profitably produced in the future. The recovery and reserve
estimates of Touchstone's reserves provided herein are estimates
only, and there is no guarantee that the estimated reserves will be
recovered. Consequently, actual results may differ materially from
those anticipated in the forward-looking statements.
This announcement
includes a summary of Touchstone's initial 2024 capital budget and
preliminary guidance, which includes, but is not limited to,
forward looking statements relating to: the focus of Touchstone's
2024 capital plan, including pursuing developmental drilling
activities and optimizing existing natural gas and liquids
infrastructure capacity; anticipated 2024 annual average
production; forecasted production decline rates; anticipated timing
of developmental and exploration drilling production; anticipated
2024 capital expenditures including estimations of costs and
inflation incorporated therein; expected drilling activities,
including locations and the timing thereof; anticipated timing of
well tie-in operations; forecasted 2024 average Brent reference
price and the Company's budgeted realized price in relation
thereto; forecasted royalty, operating, general and administration,
cash finance and income tax expenses; anticipated funds flow from
operations and net debt; and Touchstone's future financial
position, including the sufficiency of resources to fund future
capital expenditures and maintain financial liquidity. For further
information regarding 2024 guidance and the related advisories,
refer to Touchstone's news release dated 19 December 2023 entitled
"Touchstone Announces 2024 Capital Budget, Preliminary 2024
Guidance and an Operational Update" which is available online on
Touchstone's SEDAR+ profile (www.sedarplus.ca) and website
(www.touchstoneexploration.com).
Forward-looking
statements are based upon, among other things, factors,
expectations and assumptions that Touchstone and Trinity have made
as at the date of this announcement regarding, among other things:
the satisfaction of the conditions to closing of the Acquisition in
a timely manner, if at all, including the receipt of all necessary
approvals; that the Acquisition will comply with all applicable
requirements of the Code, the Panel, the London Stock Exchange, the
TSX and the Financial Conduct Authority; the Combined Group's
ability to successfully integrate the businesses and assets of
Touchstone and Trinity; Touchstone's ability to issue Touchstone
Shares pursuant to the Acquisition; sources of funding that each of
Touchstone and Trinity have relied upon in the past continue to be
available to the combined company on terms favourable to the
Combined Group; and that the Combined Group will have access to
sufficient capital to pursue future development plans.
Undue reliance
should not be placed on the forward-looking statements because no
assurance can be given that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and
uncertainties. These risks
include, but are not limited to: the completion and timing of the
Acquisition; the ability of Touchstone and Trinity to receive, in a
timely manner, the necessary regulatory, Court, shareholder, stock
exchange and other third-party approvals and to satisfy the other
conditions to closing of the Acquisition; the ability of the
parties to complete the Acquisition on the terms contemplated by
Touchstone and Trinity or at all; the ability of the Combined Group
to realize the anticipated benefits of, and synergies and savings
from, the Acquisition; consequences of not completing the
Acquisition, including the volatility of the share prices of
Touchstone and Trinity, negative reactions from the investment
community, and the required payment of certain costs related to the
termination of the Acquisition; and the focus of management's time
and attention on the Acquisition and other disruptions arising from
the Acquisition.
Except as may be
required by applicable securities laws, neither Touchstone nor
Trinity assume any obligation or intent to update publicly or
revise any forward-looking statements made herein, whether as a
result of new information, future events or otherwise.
TSX
Disclaimer and Listing Matters
The TSX has not
reviewed and does not accept responsibility for the adequacy or
accuracy of this announcement. No stock exchange, securities commission or
other regulatory authority has approved or disapproved the
information contained herein.
Touchstone will
apply to list the New
Touchstone Shares issuable in connection with the Acquisition on
the TSX. Such listing will be subject to Touchstone fulfilling all
of the listing requirements of the TSX.
No profit forecasts
or estimates
Save for the
Trinity Profit Estimates, no statement in this announcement is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for Touchstone or Trinity, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Touchstone or Trinity, as
appropriate.
Disclosure
requirements of the Code
Under Rule 8.3(a)
of the 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 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 shall 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 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.
Electronic
communications
Please be aware
that addresses, electronic addresses and certain 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
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on website and
availability of hard copies
A copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Touchstone's and Trinity's websites at
https://www.touchstoneexploration.com/trinity-acquisition
and
www.trinityexploration.com/investors/ respectively by no
later than 12 noon (London time) on 2 May 2024. For the avoidance
of doubt, the contents of these websites are not incorporated into
and do not form part of this announcement.
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 0300 if calling from the
United Kingdom, or +44 (0) 371 664 0300 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.
Rounding
Certain figures
included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
Rule 2.9
Disclosure
In accordance with
Rule 2.9 of the Code, Trinity confirms that as at the date of this
announcement, it has in issue and admitted to trading on the AIM
market of the London Stock Exchange 39,899,813 ordinary shares of
US$ 0.01 each (excluding 1,096,819 ordinary shares held in
treasury). Accordingly, the total number of voting rights in
Trinity is 38,802,994. The International Securities Identification
Number (ISIN) of the ordinary shares is GB00BN7CJ686.
In accordance with
Rule 2.9 of the Code, Touchstone confirms that, as at the date of
this announcement, it has in issue and admitted to trading and
listing (as the case may be) on the AIM market of the London Stock
Exchange and/or TSX 234,212,726 common shares. The International
Securities Identification Number (ISIN) of the ordinary shares is
CA89156L1085.
NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS
AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW TOUCHSTONE SHARES EXCEPT ON THE BASIS OF THE
INFORMATION IN THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE
PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION
1 May 2024
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
1 Introduction
The boards of directors of each of Touchstone and
Trinity are pleased to announce that they have reached agreement on
the terms of a recommended all share offer pursuant to which
Touchstone will acquire the entire issued and to be issued ordinary
share capital of Trinity (the "Acquisition"). The Acquisition is to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act.
2
The Acquisition
Under the terms of the Acquisition, which shall be
subject to the Conditions and further terms set out in Appendix I
to this announcement and to be set out in the Scheme Document,
Trinity Shareholders will be entitled to receive:
for each Trinity
Share
1.5 New Touchstone Shares
Based upon Touchstone's closing share price of 41.25
pence as of 30 April 2024 (being the last practicable date prior to
this announcement) the Acquisition represents an implied value of
61.9 pence per Trinity Share (approximately US$0.77 per Trinity
Share), valuing the entire issued share capital of Trinity at
approximately £24.1 million (approximately US$30.1 million).
Under the terms of the Acquisition, Trinity
Shareholders will, in aggregate, receive approximately 58,341,102
New Touchstone Shares. Immediately following completion of the
Acquisition, Trinity Shareholders will own approximately 19.9 per
cent. of the share capital of the Combined Group (based on the
existing issued common share capital of Touchstone and the fully
diluted ordinary share capital of Trinity as at 30 April 2024
(being the latest practicable date prior to the date of this
announcement).
The terms of the Acquisition represent a premium of
approximately 71.9 per cent. to the Closing Price per Trinity Share
of 36 pence on 30 April 2024 (being the latest practicable date
prior to the date of this announcement), 55.4 per cent. to the
3-month volume weighted average price per Trinity Share of 39.8
pence as at close of 30 April 2024 (being the latest practicable
date prior to the date of this announcement) and 13.6 per cent. to
the 9-month volume weighted average price per Trinity Share of 54.5
pence as at close of 30 April 2024 (being the latest practicable
date prior to the date of this announcement).
If, on or after the date of
this announcement and on or prior to the Effective Date,
any dividend, distribution or other return of
value is declared, made, or paid, or becomes payable by
Trinity, the Acquisition Consideration
shall be reduced accordingly. In such circumstances, Trinity
Shareholders shall be entitled to retain any such dividend,
distribution, or other return of value declared, made, or paid.
It is expected that the Scheme Document will be
published as soon as reasonably practicable, that the Court Meeting
and the General Meeting shall be held on or around the end of May
2024 and that the Scheme shall become Effective before the end of
Q3 2024.
The Scheme Document, containing further information
about the Acquisition and notices of the Court Meeting and the
General Meeting will be distributed to Trinity Shareholders (along
with the Forms of Proxy for use in connection with the Court
Meeting and the General Meeting) in due course.
3 Background to and
reasons for the Acquisition
Touchstone is currently the largest independent
onshore oil and natural gas producer in Trinidad, with assets in
several reservoirs that have an extensive internally estimated
inventory of petroleum and natural gas development and exploration
opportunities.
Having brought its Coho-1 well online in Q4 2022 and
its first two wells at its Cascadura field, Cascadura-1ST1 and
Cascadura Deep-1, in late Q3 2023, Touchstone's production and
funds flow from operations has increased markedly. Touchstone's
2024 guidance published on 19 December 2023 anticipates funds flow
from operations of US$32 million, which will give it the financial
resources to continue to invest in its development and exploration
activity to increase Touchstone's future reserves base and
production volumes.
Touchstone believes that from this position, the
Acquisition will provide an opportunity to create a business of
significant scale in Trinidad with an enhanced ability to deliver
growth in reserves, production and cash flow for the benefit of
both sets of shareholders and local stakeholders.
Touchstone believes that the Acquisition presents a
compelling strategic opportunity for both companies and their
shareholders for the following reasons:
·
Creating a
leading Trinidadian operator of scale - The addition of
Trinity's existing production portfolio, along with its exploration
and development assets, will position the Combined Group one of the
leading independent operating companies dedicated to investing in
both onshore and offshore activity to grow Trinidadian oil and gas
production. On a pro-forma basis, the combination of the two
businesses would create a producing portfolio of between
approximately 11,700 and 12,400 boe/d (based upon 2024 average
daily production guidance) with combined proved plus probable
reserves of approximately 80.3 MMboe as at 31 December 2023.
·
Combined funds
flow from operations to invest in a larger portfolio of development
opportunities - Touchstone believes that the Combined Group
will have strong operational cash flow generation from a production
base with critical mass in both oil and natural gas producing
assets. Touchstone notes that Trinity has previously disclosed
unaudited EBITDA pre-hedging of US$18.5 million cumulatively for
2023, and that it expects to report operating cash flow of between
US$10 million to US$12 million for the 12-month period ending 31
December 2023. Trinity's closing unaudited net cash for the year
ended 31 December 2023 was US$5.8 million. When combined with
Touchstone's funds flow from operations (which is expected to be
US$32 million for 2024), the Combined Group will have the
resources, capacity and flexibility to invest in multiple
development programmes concurrently to accelerate the potential of
the combined asset base. Touchstone also believes that the enhanced
cash flow potential will also allow greater optionality over
capital allocation decisions and provide for a sustainable approach
to future shareholder distributions.
·
Enhanced
development and exploration portfolio - Trinity's assets
will provide additional development inventory for funds generated
from the Combined Group's operations to be invested to generate the
most impact and highest returns on capital. The Combined Group will
also benefit from an attractive portfolio of exploration and
development prospects across Trinity's onshore Hummingbird
portfolio and Buenos Ayres Block, as well as its TGAL discovery at
the offshore Galeota block, and at Touchstone's Ortoire licence
area and Cipero, Charuma, and Rio Claro blocks (subject to licence
agreement finalisation). Together, the portfolio provides a
diversified opportunity with the potential to materially enhance
the long-term value of the Combined Group.
·
Potential for
efficiencies and significant synergies - Touchstone believes
that the Acquisition will allow the Combined Group to benefit from
greater economies of scale and recurring annual cost synergies,
which Touchstone expects to be significant and which would reduce
the combined overhead base, providing higher corporate netbacks and
generating greater cash flows for shareholders. Touchstone believes
that having two separate quoted Trinidadian producers currently
results in duplication of overheads and fixed costs which could
result in efficiencies in future. Touchstone believes it will be
able to integrate and operate the enlarged portfolio of assets with
limited additional overhead to Touchstone's current cost base,
representing a significant reduction in corporate overheads on a
pro forma combined basis.
·
Complementary
technical and operational experience - Touchstone believes
that the knowledge and experience of Trinity's staff is highly
complementary to Touchstone's own, and will allow the Combined
Group to benefit from the best mix of skills and experience to
create an efficient business for shareholders which is best able to
exploit the opportunities from the Combined Group's asset base.
·
Cash flow
accretive - The addition of Trinity's producing and adjusted
EBITDA-generative assets into the enlarged group is expected to be
accretive on a funds flow from operations basis in the first full
year after the completion of the Acquisition before taking account
of expected recurring annual cost synergies realised.
·
Increased
shareholder liquidity - With a broader shareholder base and
more shares in issue, Touchstone believes that shareholders will
benefit from the larger size and increased liquidity of the
Combined Group and will be able to trade their Touchstone Shares on
both AIM and TSX.
4
Background to and reasons for the recommendation
Trinity has been operating and producing offshore the
East Coast of Trinidad since 2013 under the Galeota Exploration and
Production Licence agreement (the "Galeota Block"). During Q4 2021,
Trinity received approval from the Ministry of Energy and Energy
Industries for the field development plan for the Galeota asset
development project, comprising the installation of a low cost
eight well conductor supported platform ("Echo"), a new pipeline to shore,
pre-installed sections to facilitate the potential future
development of TGAL NE and Trintes SW areas and power from shore
(the "Echo Field Development
Plan") and commenced a farm-down process to secure a new
partner to advance the development. Prior to receiving any
proposals from participants, the farm-down process was put on hold
in 2022 in order to await the outcome of tax reforms in Trinidad.
Partially in response to feedback received through the farm-down
process, Trinity commenced an in-depth review of the opportunities
across the Galeota Block with the objective to formulate a revised
development plan that delivered greater capital efficiency, a
shorter development timeline and faster payback cycles.
Following an extensive study completed in Q3 2023,
Trinity identified a revised infrastructure-led development
solution with an initial phase of development drilling from
existing platforms. Whilst Trinity believes the revised development
solution will significantly reduce the capital requirement prior to
first oil compared to the Echo Field Development Plan, Trinity
would need to secure third party financing to take a final
investment decision and fund the development.
In parallel to progressing the Galeota asset
development plan project, Trinity has assembled a pipeline of
investment projects across Trinity's assets including brownfield
development opportunities at the West Coast and onshore assets and
a portfolio of exploration and development prospects across
Trinity's PS-4, WD-2 and WD-5/6 assets, referred to as the
Hummingbird portfolio and the Buenos Ayres Block. The first
Hummingbird prospect, Jacobin-1, was drilled in H2 2023 and
confirmed the presence of oil in the Lower Cruse 1 and Lower Cruse
3 formations, demonstrating proof of concept that these deeper
horizons contain producible hydrocarbons. The Trinity Directors
believe that significant capital investment will be required to
realise the potential of the Hummingbird portfolio.
On 23 November 2023, Trinity received an unsolicited,
conditional non-binding proposal to acquire the issued and to be
issued share capital of Trinity from Touchstone and following the
execution of a confidentiality agreement, Touchstone was provided
access to due diligence information. Whilst the Trinity Directors
did not solicit an offer for Trinity, the Trinity Directors
regularly consider all options for delivering and improving
shareholder value and engaged Houlihan Lokey in October 2023 to
assist in exploring strategic and financing alternatives for the
company.
Following a period of due diligence and negotiation,
Touchstone submitted a revised non-binding proposal to acquire the
entire issued and to be issued share capital of Trinity at an
increased value versus the initial proposal and have led to Trinity
and Touchstone agreeing a share exchange ratio of 1.5 Touchstone
Shares per Trinity Share. The Trinity Directors consider that the
share exchange ratio represents an appropriate valuation of Trinity
and its future prospects and provides an opportunity for Trinity
Shareholders to benefit from the enhanced scale and diversification
the combined business will provide and creates a
compelling opportunity to combine two businesses which share much
in common.
In June 2023, Trinity announced a new capital
allocation policy which included the introduction of a modest
dividend with the intent for that to form part of a broader
distribution of operating cash flow to shareholders, depending on
realised oil prices. In view of the control premium offered by
Touchstone, the Trinity Directors have determined that a final
dividend should not be proposed at Trinity's 2024 annual general
meeting.
In considering the financial terms
of the Acquisition and determining whether they reflect an
appropriate valuation of Trinity and its future prospects, the
Trinity Directors took into account a range of factors including
that:
·
the Acquisition recognises the strength of the
Trinity business and its future prospects and will result in a
combined business that is material in scale with an enhanced
ability to deliver growth in reserves, production and cash flow for
the benefit of both sets of shareholders and local
stakeholders;
·
the terms of the Acquisition represent an
attractive premium of 71.9 per cent. to the closing price on 30
April 2024 (being the latest practicable date prior to the date of
this announcement);
·
the terms of the Acquisition represent a premium
of approximately 55.4 per cent. to the volume weighted average
price for the three months to 30 April 2024 (being the latest
practicable date prior to the date of this announcement);
·
the terms of the Acquisition represent a premium
of approximately 13.6 per cent. to the volume weighted average
price for the nine months to 30 April 2024 (being the latest
practicable date prior to the date of this announcement);
·
the Acquisition provides an opportunity for
Trinity Shareholders to participate fully in anticipated future
value accretion;
·
the likelihood of broader appeal to a wider
universe of potential investors, as the increased size of the
Combined Group should lead to increased share liquidity across both
the TSX and AIM; and
·
the Acquisition delivers greater potential
upside and lower execution risk to Trinity Shareholders than other
options considered by the Trinity Directors.
In considering the intention to
recommend the Acquisition to Trinity Shareholders, the Trinity
Directors have given due consideration to the intentions of
Touchstone for the Trinity Group's management and
employees.
The Trinity Directors acknowledge
that Touchstone is intending to undertake a full review of the
Trinity Group's business following the successful completion of the
Acquisition and note that the review may result in headcount
reductions within the Trinity Group and notes the potential
relocation and consolidation of the Trinity Group's headquarters
and headquarters function.
The Trinity Directors note
Touchstone's intention to integrate both businesses' portfolio of
assets into a combined corporate and operating structure and
welcome Touchstone's expectation that there will be no significant
changes to Trinity's field production operations as a
result.
The Trinity Directors also note that
Touchstone intends to seek operating cost benefits primarily
derived from the rationalisation of duplicated group functions and
costs such as technical, operational and support functions,
including those related to being a public company, and that this
may lead to headcount reductions. The Trinity Directors welcome
Touchstone's intention to safeguard the existing statutory and
contractual employments rights of Trinity employees and management
following completion of the Acquisition. The Trinity Directors also
acknowledge that Touchstone intends to align the terms and
conditions of employment of Trinity's employees with those of
Touchstone's existing employees in line with its own employment
policies.
Given that detailed integration
plans will still need to be finalised following the successful
completion of the Acquisition, the Trinity Directors are unable to
express a more detailed opinion on the impact of the Acquisition on
Trinity's management, employees and office locations.
The Trinity Directors further note
Touchstone's confirmation that it does not intend to create any
research and development functions and also notes that save as in
relation to Trinity's current head office location in San Fernando,
Touchstone has no firm plans to redeploy the fixed assets of
Trinity.
The Trinity Directors have
considered alternative strategic options for the future of the
Trinity business and the likelihood of successfully executing such
alternatives (including the likelihood of successfully raising new
capital for small cap oil and gas companies in the current market
environment). Having sought to negotiate deliverable alternative
proposals, the Trinity Directors believe that the Acquisition
represents a positive outcome for shareholders, the majority of
Trinity's employees as well as the Trinity Group's customers and
other stakeholders who will benefit from the opportunities provided
by a combination of Trinity with Touchstone given the two
businesses share a great deal in common. The Trinity Directors
consider Touchstone to be an appropriate custodian of Trinity as it
embarks on its next stage of growth and development as part of the
Combined Group.
5
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. In
providing its advice to Trinity Directors, Houlihan Lokey has taken
into account the commercial assessments of the Trinity Directors.
In addition, the Trinity Directors consider the terms of the
Acquisition to be in the best interests of Trinity Shareholders as
a whole. Houlihan Lokey is providing independent financial advice
to the Trinity Directors for the purposes of Rule 3 of the
Code.
Accordingly, the Trinity Directors intend to
recommend unanimously that Trinity Shareholders vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed
at the General Meeting as those Trinity Directors who hold Trinity
Shares have irrevocably undertaken to do in respect of their own
beneficial holdings of 464,463 Trinity Shares representing, in
aggregate, approximately 1.2 per cent. of the existing issued
ordinary share capital of Trinity in issue on 30 April 2024
(excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.
6 Irrevocable
undertakings
As noted above, Touchstone has received irrevocable
undertakings from each of the Trinity Directors who hold Trinity
Shares to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a
total of 464,463 Trinity Shares, representing approximately 1.2 per
cent. of the existing issued ordinary share capital of Trinity on
30 April 2024 (excluding any Trinity Shares held in treasury) being
the latest practicable date prior to the date of this
announcement.
Touchstone has also received irrevocable undertakings
to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting from Trinity
Shareholders in respect of a total of 14,618,881 Trinity Shares
representing, in aggregate, approximately 37.7 per cent. of
Trinity's existing issued ordinary share capital on 30 April 2024
(excluding any Trinity Shares held in treasury) being the latest
practicable date prior to this announcement.
Touchstone has therefore received irrevocable
undertakings in respect of a total of 15,083,344 Trinity Shares
representing, in aggregate, approximately 38.9 per cent. of
Trinity's existing issued ordinary share capital in issue on 30
April 2024 (excluding any Trinity Shares held in treasury) being
the latest practicable date prior to this announcement.
7 Information on
Touchstone
Touchstone is an oil and natural gas exploration and
production company active in the Republic of Trinidad and Tobago.
Touchstone is one of the largest independent oil producers in
Trinidad, with assets in several reservoirs that have an extensive
internally estimated inventory of oil and natural gas development
and exploration opportunities.
In the first quarter of 2024, Touchstone achieved
average daily net oil and gas sales volumes of 7,015 boe/d, and for
calendar 2024 has guided to average daily production of between
9,100 and 9,700 boe/d, which is expected to generate funds flow
from operations of US$32 million. Touchstone had in place proved
plus probable gross reserves at its Trinidad oil and gas properties
of 67.4 Mboe at 31 December 2023.
Touchstone's shares are admitted to trading on TSX
and the AIM market of the London Stock Exchange. Touchstone's
current market capitalisation is £96.6 million as at 30 April 2024
(being the latest practicable date prior to this announcement).
8 Information on
Trinity
Trinity is an AIM quoted independent oil 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.
In 2023 Trinity produced 2,790 bopd (net) to Trinity.
As at 31 December 2023, management's estimate of the Trinity
Group's proved plus probable Reserves was 12.91 MMBbls. Trinity
Group 2C Contingent Resources are estimated to be 38.68 MMBbls as
announced by Trinity in its 2023 year-end reserves update on 15
April 2024.
Trinity operates seven onshore oil leases from which
it produced 1,495 bopd in 2023, accounting for 54 per cent. of the
Trinity Group's net production. Trinity actively manages its
onshore asset portfolio in order to optimise production and
mitigate declines through the application of workover activities,
well recompletions, well swabbing and infill drilling.
In June 2023, Trinity was advised by the Ministry of
Energy and Energy Industries that its application for the Buenos
Ayres block, onshore Trinidad has been successful. The Buenos Ayres
block is largely undrilled and therefore represents an opportunity
to unlock new oil reserves through exploration and appraisal
activities. An environmental impact assessment, required prior to
commencing drilling activities, is currently ongoing.
Trinity's west coast assets, the Point Ligoure-Guapo
Bay-Brighton Marine ("PGB")
and Brighton Marine ("BM")
licences, are located offshore and produced 353 bopd (net to
Trinity) during 2023, 13 per cent. of the Trinity Group's net
production. Trinity acquired its interests in the BM PGB and
licences in 1999 and 2012 respectively.
Trinity has been operating and producing off the East
Coast of Trinidad since 2013 under the Galeota Block. Trinity
currently produces oil from three platforms in the Trintes Field
which resides within the Galeota Block. Net production from the
Trintes Field in 2023 was 943 bopd, representing 34 per cent. of
the Trinity Group's production over the period.
In addition to the producing reserve base, the
Galeota Block contains 31.31 MMBbls of undeveloped 2C resources
which represent a potential opportunity to increase the future
production from the Galeota Block.
As at 31 December 2023 Trinity had a cash balance of
US$9.8 million including drawn borrowings of US$4.0 million. As
previously disclosed, Trinity expects to report operating cashflow
for the 12-month period ending 31 December 2023 of between US$10
million to US$12 million. The Trinity Group directly employed 281
employees as at 31 December 2023. For the year ended 31
December 2022, Trinity reported a profit before tax of US$2.5
million and as at 30 June 2023 it had net assets of US$56.5
million.
Trinity's registered office is in Leeds, and its
principal office is located in San Fernando in Trinidad, where the
majority of its employees are based and where its operational plans
are formulated and executed. Trinity also has employees based in
Reading and Edinburgh.
9 Trinity Profit
Estimates
On 27 April 2023, 20 July 2023, 23 October 2023 and
11 January 2024, Trinity published quarterly updates which
contained statements regarding the unaudited EBITDA generated by
Trinity for the corresponding quarterly periods, which taken
together result in an annual EBITDA figure for the 12 months ended
31 December 2023 of US$18.5 million.
On 26 April 2024, Trinity published a Q1 2024 update
which contained a statement regarding the unaudited EBITDA of US$4
million generated by Trinity for the corresponding quarterly
period.
The statements constitute ordinary course profit
estimates for Trinity within the meaning of Note 2 on Rule 28.1 of
the Code (the "Trinity Profit
Estimates").
Basis of
preparation and assumptions
The Trinity Profit Estimates are based on the
unaudited management accounts of the Trinity Group for the 12-month
period ended 31 December 2023 and 3-month period ended 31 March
2024. The Trinity Profit Estimates have been prepared in accordance
with Alternative Performance Measure guidelines used by the Trinity
Group to measure business performance. The Trinity Profit Estimates
are not based on any assumptions.
Trinity
Directors' confirmation
The Trinity Directors have considered the Trinity
Profit Estimates and confirm that the Trinity Profit Estimates
remain valid as at the date of this announcement. The Trinity
Directors confirm that the Trinity Profit Estimates have been
properly compiled in the manner stated in this paragraph 9 and that
the basis of accounting used is consistent with Trinity's
accounting policies, which are in accordance with IFRS and are
those that Trinity applied in preparing its annual report and
accounts for the 12-month period ended 31 December 2022.
10 Strategic plans for Trinity,
its Directors, management, employees and locations
Touchstone's strategic plans for
Trinity
Touchstone believes that the Acquisition complements
Touchstone's existing operations by adding further oil producing
and exploration and development assets in Trinidad into
Touchstone's overall asset base. Touchstone intends to integrate
Touchstone's and Trinity's portfolio of assets into a combined
corporate and operating structure to best manage the producing
assets, and the development and exploration portfolio, and expects
that there will be no significant changes to Trinity's field
production operations as a result.
Touchstone believes that the Combined Group will
provide opportunities for the management and employees of both
companies, as enhanced growth prospects will be presented from the
combination of the two companies. Touchstone recognises and holds
in high regard the skills of Trinity's employees in operating
Trinity's offshore and onshore asset base in Trinidad and it
expects that Trinity's field operating teams will continue to
operate its current producing assets.
Touchstone has been granted access to Trinity's Board
and executive management team for the purposes of a limited due
diligence exercise. As both Touchstone and Trinity have an existing
key operational and corporate presence in Trinidad, including
offices, Touchstone believes that there is likely to be overlap in
some technical, operations supervision, central and support
functions and property lease costs. However, Touchstone has not yet
had access to sufficiently detailed information to formulate
detailed plans or intentions regarding the impact of the
Acquisition on Trinity and how the assets of the Combined Group
will be integrated and managed at an operational and divisional
level.
Consequently, following completion of the
Acquisition, Touchstone intends to complete a detailed review to
determine an integration plan and the optimal operating and
divisional structure for the Combined Group, which it expects will
consider and confirm the potential to consolidate business and
operating locations and the extent of duplication of functions.
Touchstone expects that this will be completed within six months of
the Effective Date.
Employees, management and pensions
Touchstone attaches importance to the skills and
experience of Trinity's employees and believes there is a strong
understanding of the sector, geology, asset base and operating
environment within the Trinity organisation. Touchstone recognises
the significant contribution made by Trinity's employees to
Trinity's development to date and the contribution they can
continue to have to the long-term success of the Combined Group
moving forward. Touchstone therefore intends to build the combined
business by drawing on upon the best blend of skills and experience
of both Trinity's and Touchstone's employees.
In the context of the post-closing review referred to
above, Touchstone believes that identifying and retaining key staff
from both businesses is of paramount importance to support the
combined group going forwards and intends to work collaboratively
with Trinity to ensure that an appropriate balance of skills and
functions across the Combined Group is maintained.
As set out above, Touchstone expects that Trinity's
field operating teams will continue to operate its current
producing assets. Touchstone's preliminary desktop synergies
analysis indicates that there will be a level of duplication within
technical, operations supervision, central, management and support
functions as well as those relating to Trinity being an AIM quoted
company. Touchstone therefore expects, pending completion of its
post-closing review, that in those specific areas there may be
headcount reduction in order to eliminate duplication of roles and
create a single central, technical, operational, management and
administrative support function for the Combined Group, to realise
potential synergies going forwards and create an appropriate fixed
overhead base. Whilst the extent of the headcount reduction will
depend on the results of the post-closing review, Touchstone's
current expectation is that in these functions, headcount
reductions could represent between approximately 30 per cent and 40
per cent of Trinity's employees and management. In the context of
the post-closing review referred to above, any specific proposals
as to restructuring of operations and functions would only be
confirmed after this review has been completed. Any headcount
reduction would take place following consultation with employees
and/or their representatives as required by law and some reduction
in headcount may arise from natural attrition.
Save as set out above, Touchstone has no intention to
make any material change to the balance of skills and functions of
the employees and management of the Combined Group. Following
completion of the Acquisition, Touchstone intends to align the
terms and conditions of employment of Trinity's employees with
those of Touchstone's existing employees in line with its own
employment policies.
Touchstone confirms that it intends to fully
safeguard the existing contractual and statutory employment rights
of all of Trinity's management and employees in accordance with
applicable law.
Trinity does not operate or contribute to any defined
benefit pension schemes in respect of its employees.
Board of
directors of the Combined Group
It is intended that, following completion of the
Acquisition, each executive director and each non-executive
director of Trinity will resign from the Trinity Board with
immediate effect.
Incentivisation arrangements
Following the Acquisition becoming Effective,
Touchstone intends to review Trinity's management, governance and
incentive structures. Touchstone has not entered into and has not
had discussions concerning any form of incentivisation arrangements
with members of Trinity's management, but may have discussions and
enter into such discussions for certain members of Trinity's
management team following the Effective Date.
Locations, headquarters, research and
development and fixed assets
Consistent with Touchstone's plan to combine and
integrate Trinity and Touchstone following the completion of the
Acquisition to reduce duplicated costs, in due course Touchstone
expects to consolidate the two businesses' office locations in
Trinidad. Whilst no detailed plans have yet been made concerning
lease arrangements, Touchstone expects Trinity's current head
office location in San Fernando would be consolidated into
Touchstone's future Trinidad head office in San Fernando (which is
currently under construction) with employees migrated to this
location within three months of the Effective Date in order to
reduce lease expenses. Touchstone also expects a consolidation of
the two businesses' field offices into Trinity's field office with
the relevant employees migrated to that location within three
months of the Effective Date. Touchstone will consider the most
appropriate timing and strategy for the consolidation of these
locations as part of its post-closing review, as set out above.
Trinity does not have a research and development
function and Touchstone has no plans in this regard.
Any potential redeployment of Trinity's fixed assets
will be covered by Touchstone's post-closing review. Pending the
outcome of the post-closing review exercise, save as set out above
in relation to Trinity's current head office location in San
Fernando, Touchstone has no firm plans to redeploy the fixed assets
of Trinity.
Trading
facilities
Trinity Shares are currently traded on AIM and a
request will be made to the London Stock Exchange to cancel the
admission to trading on AIM of Trinity Shares, to take effect from
or shortly after the Effective Date. As stated in paragraph 17,
dealings in Trinity Shares are expected to be suspended prior to
the Effective Date and thereafter there will be no trading
facilities in relation to Trinity Shares.
No statements in this paragraph 10 are intended to be
(nor should they be considered to be) "post-offer undertakings" for
the purposes of Rule 19.5 of the Code.
11 Touchstone Current trading
Touchstone announced in its Annual Financial and
Operating Results statement on 21 March 2024 that since 31 December
2023 it had safely and successfully drilled and cased the
Cascadura-2 delineation well on the Ortoire block and spudded the
CO-374 well. In its operational update on 10 April 2024, Touchstone
announced the drilling results of the Cascadura-3 delineation well,
as well as the results of the drilling and casing of the CO-374
well and the spudding of the CO-375 well, with drilling operations
currently underway.
On 22 April 2024, Touchstone announced the closing of
an additional US$10 million five-year non-revolving term loan
facility and an increase to its existing revolving loan facility
borrowing capacity.
Touchstone's 2024 capital program is progressing as
planned with a primary focus on Cascadura field drilling, CO-1
infill well drilling and road and pipeline construction to tie-in
the Cascadura development wells to Touchstone's natural gas
facility. Touchstone continues to expect that the majority of the
estimated new production from the current capital activity is
expected to be weighted to the fourth quarter of 2024, following
the expected testing of the Cascadura-2 and Cascadura-3 wells in
the third quarter of 2024 and Touchstone continues to maintain its
preliminary 2024 guidance announced on 19 December 2023.
12 Trinity Share Plan
Participants in the Trinity Share Plan will be
contacted regarding the effect of the Acquisition on their rights
under the Trinity Share Plan and appropriate proposals will be made
to such participants in due course.
13 Dividends
If, on or after the date of
this announcement and on or prior to the Effective Date,
any dividend, distribution, or other return of
value is declared, made or paid, or becomes payable by
Trinity, the Acquisition Consideration
shall be reduced accordingly. In such circumstances, Trinity
Shareholders shall be entitled to retain any such dividend,
distribution, or other return of value declared, made, or paid. In
view of the control premium offered by Touchstone, the Trinity
Directors have determined that a final dividend should not be
proposed at Trinity's 2024 annual general meeting.
14 Offer-related arrangements
Confidentiality Agreement
Touchstone and Trinity have entered into a mutual
confidentiality agreement dated 5 December 2023 pursuant to which
each of Touchstone and Trinity has undertaken, amongst other
things, to: (i) keep confidential information relating to the
Acquisition and the other party and not to disclose it to third
parties (other than certain permitted parties) unless required by
law or regulation; and (ii) use the confidential information for
the sole purpose of discussing the potential Acquisition.
Co-operation Agreement
Touchstone and Trinity have entered into a
Co-operation Agreement pursuant to which:
·
Touchstone has agreed to use all reasonable
efforts to implement the Acquisition substantially in the form
contemplated by this announcement;
·
Touchstone has agreed to be primarily
responsible for contacting and corresponding with the relevant
regulatory authorities in relation to the Regulatory Conditions
with a view to satisfying the Regulatory Conditions as soon as
reasonably practicable (so as to enable the Acquisition to occur by
the Long-stop Date), subject to Trinity consulting and updating
Touchstone to a reasonable extent;
·
Trinity and Touchstone have agreed to certain
customary undertakings to co-operate in relation to such Regulatory
Conditions;
·
Touchstone has agreed to provide Trinity with
certain information as may be reasonably requested and is required
for the Scheme Document; and
·
Touchstone has agreed to provide certain
customary undertakings in relation to the conduct of its business
during the course of the offer period.
The Co-operation Agreement records the intention of
Trinity and Touchstone to implement the Acquisition by way of the
Scheme, subject to Touchstone's right to switch to a Takeover Offer
in certain circumstances. Trinity and Touchstone have agreed to
certain customary provisions if the Scheme should switch to a
Takeover Offer.
The Co-operation Agreement also contains certain
provisions that shall apply in respect of the Trinity Share
Plan.
The Co-operation Agreement shall be terminated with
immediate effect:
·
if Trinity and Touchstone so agree in writing at
any time prior to the Effective Date;
·
if this announcement is not released at or
before 8:00 a.m. on 1 May 2024 (unless otherwise agreed between
Trinity and Touchstone prior to that time);
·
upon service of written notice by Touchstone to
Trinity if: (i) prior to the Long-stop Date, a third party
announces a firm intention to make an offer or revised offer for
Trinity which is publicly recommended by the Trinity Directors;
(ii) the Trinity Directors change their recommendation in certain
circumstances; or (iii) prior to the Long-stop Date, a competing
proposal completes, becomes effective or is declared or becomes
unconditional;
·
upon service of written notice by Trinity to
Touchstone if: (i) the Trinity Directors change their
recommendation in certain circumstances; or (ii) a competing
proposal completes, becomes effective or is declared or becomes
unconditional;
·
upon service of written notice by Touchstone to
Trinity if the Acquisition is being implemented by way of the
Scheme and the Court Meeting, Trinity General Meeting and/or the
Court Hearing is not held on or before the 22nd day after the
expected date set out in the Scheme Document (or such later date as
agreed by Trinity and Touchstone and allowed by the Court, if
required);
·
upon written notice by either party to the other
if: (i) the Scheme is not approved by the requisite majority of
Trinity Shareholders at the Court Meeting or the Trinity
resolutions are not passed by the requisite majority of Trinity
Shareholders at the Trinity General Meeting; (ii) the Court refuses
to sanction the Scheme definitively; or (iii) prior to the
Long-stop Date, a third party announces a firm intention to make an
offer for Trinity which completes, becomes effective or is declared
or becomes unconditional in all respects;
·
upon service of written notice by Touchstone to
Trinity stating that a Condition has been invoked by Touchstone
(where the invocation of the relevant Condition has been permitted
by the Panel) and such Condition is incapable of waiver or
satisfaction by the Long-stop Date;
·
if the Acquisition is withdrawn, lapses or
terminates on or prior to the Long-stop Date other than: (i) as a
result of Touchstone's right to switch to a Takeover Offer; or (ii)
it is otherwise to be followed within five Business Days by a Rule
2.7 announcement made by Touchstone by a different offer or scheme
on substantially the same or improved terms; or
·
unless otherwise agreed by the parties in
writing or required by the Panel, on the Effective Date, if it has
not occurred on or before the Long-stop Date.
15 New Touchstone Shares and
fractional entitlements
The New Touchstone Shares will, when issued, be fully
paid and non-assessable common shares in the capital of Touchstone
and holders thereof will have the same rights and privileges, in
all respects with regards to such New Touchstone Shares, as the
holders of Touchstone Shares in issue at the date of this
announcement.
Shares of non-UK companies (such as Touchstone)
cannot be held and transferred directly into the CREST system.
Holders of Trinity Shares who hold their Trinity Shares in
uncertificated form (that is, in CREST) will be entitled to
Touchstone Depository Interests, representing the New Touchstone
Shares to which the relevant Trinity Shareholder is entitled under
the terms of the Acquisition. The Touchstone Depository Interests
can be held and transferred through the CREST system. It is
expected that the Touchstone Shares in relation to the Touchstone
Depository Interests will trade on AIM under ISIN CA89156L1085 in
the same way as existing Touchstone Shares.
Fractions of New Touchstone Shares will not be issued
pursuant to the Acquisition. Entitlements to New Touchstone Shares
pursuant to the Acquisition will be rounded down to the nearest
whole number of New Touchstone Shares.
Fractional entitlements to New Touchstone Shares will
be aggregated and allotted and issued to a nominee appointed by
Touchstone and such shares will then be sold in the market and the
net proceeds of sale will be distributed in due proportion to the
Trinity Shareholders entitled to them. However, where any one
Trinity Shareholder's entitlement is £3.00 or less, such Trinity
Shareholder's entitlement will not be paid to them but will be
retained for the benefit of the Combined Group.
16 Structure of and Conditions to
the Acquisition
It is intended that the Acquisition will be effected
by means of a Court-approved scheme of arrangement between Trinity
and Trinity Shareholders under Part 26 of the Companies Act
although Touchstone reserves the right to implement the Acquisition
by means of a Takeover Offer (subject to Panel consent and in
accordance with the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for
Touchstone to become the holder of the entire issued and to be
issued ordinary share capital of Trinity. This is to be achieved by
the transfer of the Trinity Shares to Touchstone, in consideration
for which the Trinity Shareholders shall receive the New Touchstone
Shares on the basis set out in paragraph 2 of this
announcement.
The Acquisition shall be subject to the Conditions
and further terms set out below and in Appendix I to this
announcement and to be set out in the Scheme Document and shall
only become Effective, if, among other things, the following events
occur on or before 11.59 p.m. on the Long-stop Date:
(a) the approval of
the Scheme by a majority in number of the Trinity Shareholders who
are present and vote, whether in person or by proxy, at the Court
Meeting and who represent 75 per cent. in value of the Trinity
Shares voted by those Trinity Shareholders;
(b) the resolutions
required to approve and implement the Scheme being duly passed by
Trinity Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment
thereof);
(c) the receipt or
waiver of anti-trust clearances in Trinidad and Tobago;
(d) insofar as the
Acquisition requires such approval, the receipt of consent from the
Minister;
(e) the Regulatory
Conditions;
(f) the approval of
the Scheme by the Court (with or without modification but subject
to any modification being on terms acceptable to Trinity and
Touchstone);
(g) the delivery of a
copy of the Court Order to the Registrar of Companies; and
(h) Admission becoming
effective.
The Scheme will lapse if:
·
the Court Meeting and the General Meeting are
not held by the 22nd day after the expected date of such meetings
to be set out in the Scheme Document in due course (or such later
date as may be agreed between Touchstone and Trinity);
·
the Court Hearing is not held by the 22nd day
after the expected date of such hearing to be set out in the Scheme
Document in due course (or such later date as may be agreed between
Touchstone and Trinity); or
·
the Scheme does not become Effective by no later
than 11.59 p.m. on the Long-stop Date,
provided, however, that the deadlines for the timing
of the Court Meeting, the General Meeting and the Court Hearing as
set out above may be waived by Touchstone, and the deadline for the
Scheme to become Effective may be extended by agreement between
Trinity and Touchstone.
Given the material
importance of Trinity's operating assets in the context of the
Acquisition, and the Heritage Consents and Waivers in that regard,
Trinity Shareholders should be aware that, if any Regulatory
Condition is not satisfied, it would be Touchstone's intention to
seek the Panel's consent to invoke the relevant Regulatory
Condition to cause the Acquisition to lapse.
Subject to satisfaction (or waiver, where applicable)
of the Conditions, the Scheme is expected to become Effective
before the end of Q3 2024.
The Acquisition does not require the approval of
Touchstone's Shareholders.
Upon the Scheme becoming Effective, it will be
binding on all Trinity Shareholders, irrespective of whether or not
they attended or voted at the Court Meeting or the General
Meeting.
Further details of the Scheme, including an
indicative timetable for its implementation, will be set out in the
Scheme Document which shall be distributed to Trinity Shareholders
(along with the Forms of Proxy for use in connection with the Court
Meeting and the General Meeting) in due course.
17
Listing of New Touchstone Shares and De-listing of Trinity
Shares and re-registration
Application will be made to the London Stock Exchange
and TSX for Admission of the New Touchstone Shares. It is expected
that Admission will become effective and dealings for normal
settlement in the New Touchstone Shares will commence at or shortly
after 8.00 a.m. on the first Business Day following the Effective
Date.
Prior to the Scheme becoming Effective, application
will be made by Trinity for the cancellation of trading of the
Trinity Shares on the AIM market of the London Stock Exchange, in
each case to take effect on or shortly after the Effective Date.
The last day of dealings in Trinity Shares is expected to be the
Business Day immediately prior to the Effective Date and no
transfers shall be registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect
of Trinity Shares shall cease to be valid and entitlements to
Trinity Shares held within the CREST system shall be cancelled.
It is also proposed that, following the Effective
Date and after its shares are de-listed, Trinity shall be
re-registered as a private limited company.
18 Disclosure of Interests in
Trinity
Save in respect of the irrevocable undertakings
referred to in paragraph 6 above, as at the close of business on 30
April 2024 (being the last practicable date prior to the date of
this announcement) neither Touchstone, nor any of its directors,
nor, so far as Touchstone is aware, any person acting in concert
(within the meaning of the Code) with it has neither:
(i)
any interest in or right to subscribe for any relevant
securities of Trinity;
(ii)
any short positions in respect of relevant Trinity Shares
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery;
(iii)
any Dealing Arrangement, in relation to Trinity Shares or in
relation to any securities convertible or exchangeable into Trinity
Shares; or
(iv)
borrowed or lent any relevant Trinity Shares (including, for these
purposes, any financial collateral arrangements of the kind
referred to in Note 4 on Rule 4.6 of the Code), save for any
borrowed shares which had been either on-lent or sold.
'Interests in securities' for these purposes arise,
in summary, when a person has long economic exposure, whether
absolute or conditional, to changes in the price of securities (and
a person who only has a short position in securities is not treated
as interested in those securities). In particular, a person shall
be treated as having an 'interest' by virtue of the ownership,
voting rights or control of securities, or by virtue of any
agreement to purchase, option in respect of, or derivative
referenced to, securities.
It has not been practicable for Touchstone to make
enquiries of all of its concert parties in advance of the release
of this announcement. Therefore, all relevant details in respect of
Touchstone's concert parties shall be included in the Opening
Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i)
on Rule 8 of the Code.
19 General
Touchstone reserves the right to
elect (with the consent of the Panel and in accordance with the
terms of the Co-operation Agreement) to implement the Acquisition
by way of a Takeover Offer for the Trinity Shares as an alternative
to the Scheme. In such event, the Takeover Offer shall be
implemented on the same terms, so far as
applicable, as
those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition
set at a level permitted by the Panel.
The Acquisition shall be made subject to the
Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Scheme Document. The bases
and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement. A
summary of the irrevocable undertakings given in relation to the
Acquisition is contained in Appendix III to this announcement.
Certain terms used in this announcement are defined in Appendix IV
to this announcement.
The Scheme Document, containing further information
about the Acquisition and notices of the Court Meeting and the
General Meeting will be distributed to Trinity Shareholders (along
with the Forms of Proxy for use in connection with the Court
Meeting and the General Meeting) in due course. The Scheme Document
and Forms of Proxy shall be made available to all Trinity
Shareholders at no charge to them.
Houlihan Lokey, SPARK, Shore Capital
and Canaccord Genuity have each given and not withdrawn their
consent to the publication of this announcement with the inclusion
herein of the references to their names in the form and context in
which they appear.
20 Documents available on
website
Copies of the following documents will be made
available on Touchstone's and Trinity's websites at https://www.touchstoneexploration.com/trinity-acquisition
and www.trinityexploration.com/investors/ respectively until the
Effective Date:
·
this announcement;
·
the Confidentiality
Agreement;
·
the Co-operation
Agreement;
·
the irrevocable
undertakings referred to in paragraph 6 above and summarised in
Appendix III to this announcement; and
·
the consent letters from
Houlihan Lokey, SPARK, Shore Capital and Canaccord Genuity referred
to in paragraph 19 above.
Enquiries:
Touchstone
|
|
Paul Baay, President and Chief
Executive Officer
Brian Hollingshead, Vice President
Engineering and Business Development
John Wright, Chair of the Board of
Directors
|
+1 403 750 4487
|
Shore Capital (Lead Financial Adviser, Nominated
Adviser and Joint Corporate Broker to Touchstone)
|
Daniel Bush
Toby Gibbs
Tom Knibbs
|
+44 (0)20 7408 4090
|
Canaccord Genuity Limited (Co-Financial Adviser, and
Joint Corporate Broker to Touchstone)
|
Adam James
Ana Ercegovic
|
+44 (0)20 7523 8000
|
FTI Consulting (PR Adviser to
Touchstone)
|
|
Ben Brewerton
Nick Hennis
|
+44 (0) 20 3727 1000
|
|
|
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
|
Norton Rose Fulbright LLP is acting
as legal adviser to Touchstone, and Pinsent Masons LLP is acting as
legal adviser to Trinity, in connection with the
Acquisition.
Important
notices
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.
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.
Further
information
This announcement
is for information purposes only and does not constitute an offer
to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the
Acquisition or otherwise.
The Acquisition
will be made solely by means of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, any document
by which the Takeover Offer is made) which, together with the Forms
of Proxy, will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement
has been prepared for the purpose of complying with English law 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
England and Wales. The Acquisition will be subject to the
applicable requirements of the Code, the Panel, the London Stock
Exchange, the TSX and the Financial Conduct Authority.
Trinity will
prepare the Scheme Document to be distributed to Trinity
Shareholders. The Acquisition will be implemented solely pursuant to the
terms of the Scheme Document (or, in the event that the Acquisition
is to be implemented by means of a Takeover Offer, the Offer
Document), which, together with the Forms of Proxy, will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Trinity Shareholders
are advised to read the Scheme Document (including the related
Forms of Proxy) (and/or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document)
carefully once these become available because they will contain
important information in relation to the Acquisition, the New
Touchstone Shares and the Combined Group. Any vote in respect of
resolutions to be proposed at the General Meeting, and any decision
in respect of the Scheme or other response in relation to the
Acquisition by Trinity Shareholders should be made only on the
basis of the information contained in the Scheme Document (and/or,
in the event that the Acquisition is to be implemented by way of a
Takeover Offer, the Offer Document).
This announcement
contains inside information in relation to each of Trinity and
Touchstone for the purposes of Article 7 of the Market Abuse
Regulation. The person responsible for making this announcement
on behalf of Trinity is Jeremy Bridglalsingh, Chief
Executive Officer and the person responsible for making this
announcement on behalf of Touchstone is Paul Baay,
President and Chief Executive Officer.
This announcement
does not constitute a prospectus or prospectus exempted document.
The New Touchstone Shares are not being offered to the public by
means of this announcement.
Touchstone reserves the right to elect (with the consent of
the Panel and subject to the terms of the Co-operation Agreement)
to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Takeover Offer will
be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to
appropriate amendments to reflect the change in structure by which
the Acquisition is to be implemented and compliance with all
applicable laws.
Overseas
shareholders
The release,
publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise
determined by Touchstone or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall 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 within a 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 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 announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) 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.
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. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
The New Touchstone
Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or
for the account or benefit of, any Restricted Overseas Persons
except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those
jurisdictions.
Additional
Information for Trinity Shareholders Resident in the United
States
Trinity
Shareholders resident in the United States should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, Touchstone
exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the
United States, the Acquisition will be made in compliance with
applicable United States laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Any
such Takeover Offer would be made in the United States by
Touchstone and no one else.
Financial
information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting
standards under UK-adopted international accounting standards and
in accordance with International Financial Reporting Standards
("IFRS") and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United
States.
The New Touchstone
Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States absent registration under the
US Securities Act, or pursuant to an exemption from such
registration requirements and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. It is expected that the New Touchstone Shares will be
issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. Securities issued pursuant to the Scheme will not be
registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from
the registration requirements of the securities laws of such state.
Shareholders who will be "affiliates" (within the meaning of the US
Securities Act) of Trinity or Touchstone prior to, or of Touchstone
after, the Effective Date will be subject to certain US transfer
restrictions relating to the New Touchstone Shares received
pursuant to the Scheme. For the purpose of qualifying for the
exemption provided by Section 3(a)(10) of the US Securities Act,
Touchstone will advise the Court that its sanctioning of the Scheme
will be relied on by Touchstone for the purposes of a Section
3(a)(10) exemption following a hearing on the fairness of the terms
and conditions of the Scheme to Trinity Shareholders at which all
Trinity Shareholders are entitled to appear in person or through
counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification is given to all Trinity
Shareholders.
Touchstone and
Trinity are each organised and located in a non-US jurisdiction and
some or all of their officers and directors may be residents of a
non-US jurisdiction. It may therefore be difficult for holders of
Trinity Shares located in the United States to enforce their rights
and any claim arising out of US securities law. It may not be
possible to sue Touchstone and Trinity (or their officers and
directors) in a non-US court for violations of US securities laws.
Furthermore, it may be difficult to compel Touchstone and Trinity
and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The receipt of New
Touchstone Shares by shareholders of Trinity in the United States
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for United States federal
income tax purposes and under applicable United States state and
local income, franchise or transfer, as well as foreign and other,
tax laws. Each Trinity Shareholder (including holders located in
the United States) is urged to consult its independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to them.
In accordance with
normal UK practice and to the extent permitted under Rule 14e-5(b)
of the US Exchange Act, Touchstone, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase,
Trinity Shares outside of the United States, other than pursuant to
the Acquisition, until the Effective Date, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including English law, the Code and the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
https://www.londonstockexchange.com/.
This announcement
does not constitute or form a part of any offer to sell or issue,
or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.
Neither the US
Securities and Exchange Commission nor any securities commission of
any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed
upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Additional Information for Trinity
Shareholders Resident in Canada
Trinity
Shareholders resident in the Canada should note that the
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under,
and governed by, the law of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under Canadian
securities law. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of Canadian securities laws. If, in the future,
Touchstone exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the Takeover Offer
into Canada, the Acquisition will be made in compliance with
applicable Canadian securities laws or pursuant to an exemption
therefrom.
This announcement
contains references to certain financial measures, including some
that do not have any standardized meaning prescribed by IFRS and
that may not be comparable to similar measures presented by other
companies or entities. These financial measures include funds flow
from operations. See page 48 of Touchstone's 2023 Annual
Management's Discussion and Analysis dated 20 March 2024 for
detailed reconciliations of non-IFRS financial measures.
The enforcement by
Trinity Shareholders in Canada of civil liabilities under the
Canadian securities laws may be affected adversely by the fact that
Trinity is incorporated or organized under the laws of a
jurisdiction other than Canada, that some or all of Trinity's and
Touchstone's officers and directors may be residents of countries
other than Canada, and that all or a substantial portion of the
assets of Touchstone and Trinity are located outside Canada. It may
therefore be difficult for holders of Trinity Shares located in
Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Trinity, or
the officers and directors of Touchstone and Trinity) in a
non-Canadian court for violations of Canadian securities laws.
Furthermore, it may be difficult to compel Trinity and its
affiliates to subject themselves to the jurisdiction or judgment of
a Canadian court.
Trinity
Shareholders residing in Canada should be aware that the
Acquisition described in the Scheme Document may have tax
consequences in Canada and should consult their own tax advisors to
determine the particular tax consequences to them of the
Acquisition in light of their particular circumstances, as well as
any tax consequences that may arise under the laws of any other
relevant foreign, state, local or other taxing
jurisdiction.
In accordance with
normal UK practice Touchstone, certain affiliated companies and
their nominees or brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Trinity
Shares, other than pursuant to the Acquisition, until the Effective
Date, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including English
law and the Code. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
https://www.londonstockexchange.com/.
This announcement
does not constitute or form a part of any offer to sell or issue,
or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in Canada. Any offers, solicitations or offers to buy,
or any sales of securities will be made in accordance with
registration and other requirements under applicable
law.
No securities
commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this
announcement or the merits of the securities described herein, and
any representation to the contrary is an offence.
Product Type
Disclosures
This announcement
includes references to crude oil, natural gas liquids, natural gas,
and average daily production volumes of Touchstone. Under National
Instrument 51-101 Standards of Disclosure for Oil and Gas
Activities ("NI 51-101"),
disclosure of production volumes should include segmentation by
product type as defined in the instrument. In this announcement, in
respect of Touchstone's production volumes, references to "crude
oil" refer to "light crude oil and medium crude oil" and "heavy
crude oil" combined product types; references to "natural gas
liquids" refer to condensate; and references to "natural gas" refer
to the "conventional natural gas" product type, all as defined in
the instrument.
For information
regarding specific product disclosures in accordance with NI
51-101, please refer to the "Advisories - Product Type Disclosures"
section in Touchstone's most recent Management's discussion and
analysis accompanying Touchstone's audited consolidated financial
statements dated 31 December 2023.
Use of a
Standard
The oil and natural
gas reserves contained herein of Touchstone have generally been
prepared in accordance with Canadian disclosure standards, which
are not comparable in all respects to other foreign disclosure
standards.
Oil and natural gas
reserves of Touchstone in Trinidad disclosed or referenced herein
are based on the independent reserve evaluation prepared by GLJ
Ltd. dated February 29, 2024 with an effective date of 31 December
2023 (the "Reserves
Report"), which was prepared in accordance with NI 51-101
and the Canadian Oil and Gas Evaluation Handbook ("COGE"). The disclosure herein
highlights certain information contained in the Reserves Report but
represents only a portion of the disclosure required under NI
51-101. Full disclosure and related advisories with respect to
Touchstone's reserves as at 31 December 2023 are included in
Touchstone's 2023 Annual Information Form dated 20 March
2024.
Oil and natural gas
reserves of Trinity disclosed or referenced herein are estimates
which were prepared by management. Trinity's disclosure was not
prepared in accordance with NI 51-101 and COGE, nor evaluated by an
independent qualified reserves evaluator or auditor.
Where applicable,
natural gas has been converted to barrels of oil equivalent (boe)
based on six thousand cubic feet to one barrel (bbl) of oil. The
barrel of oil equivalent rate is based on an energy equivalent
conversion method primarily applicable at the burner tip and given
that the value ratio based on the current price of crude oil as
compared to natural gas is significantly different than the energy
equivalency of the 6:1 conversion ratio, utilizing the 6:1
conversion ratio may be misleading as an indication of value. This
conversion factor is an industry accepted norm and is not based on
either energy content or prices.
Forward looking
statements
The information
provided in this announcement contains certain forward-looking
statements and information (collectively, "forward-looking statements") within the
meaning of applicable securities laws. Such forward-looking
statements include, without limitation, forecasts, estimates,
expectations and objectives for future operations that are subject
to assumptions, risks and uncertainties, many of which are beyond
the control of Touchstone or Trinity. Forward-looking statements are predictive in
nature, depend upon or refer to future events or conditions, or
include words such as "expect", "plan", "anticipate", "believe",
"intend", "maintain", "continue to", "pursue", "design", "result
in", "sustain" "estimate", "potential", "growth", "near-term",
"long-term", "forecast", "contingent" and similar expressions, or
are events or conditions that "will", "would", "may", "could" or
"should" occur or be achieved. The forward-looking statements
contained in this announcement speak only as of the date hereof and
are expressly qualified by this cautionary statement.
These statements
may include, without limitation, statements regarding: Touchstone's
2024 annual guidance, Touchstone's intention to acquire the entire
issued and to be issued ordinary share capital of Trinity; the
intended recommendation of the Trinity Directors to the Trinity
Shareholders; expectations regarding funds flow from operations
resulting from Touchstone's daily production; expectations with
regards to the potential for Trinity's portfolio to deliver
meaningful reserves/resources growth; the expectation that the
Acquisition will be completed by way of a scheme of arrangement;
the anticipated ownership structure of the Combined Group;
anticipated timing of the Court Meeting and the General Meeting;
expectations with respect to the business, financial prospects and
future opportunities for the Combined Group, including that the
Combined Group will be a leading Trinidad operator of scale; the
Combined Group's ability to invest in a larger portfolio of
development opportunities; expectations regarding the Combined
Group's enhanced development and exploration portfolio; the ability
of the Combined Group to benefit from enhanced efficiencies and
synergies, including regarding the complimentary nature of the
Combined Group's technical and operational experience; the
expectation that the Acquisition will be accretive to funds flows
from operations; the anticipated increased trading liquidity of the
Combined Group's shares and that shareholders of the Combined Group
will be able to trade their Touchstone Shares on both the AIM and
the TSX; Touchstone's intention to conduct a detailed post-closing
review of Trinity's operations, and the anticipated timing thereof;
expectations with respect to the integration and retention of
staff, as well as potential head count reductions; regarding the
board of directors of the Combined Group; Touchstone's intentions
with respect to Trinity's management, governance, and incentive
structures; expectations with respect to the consolidation of
business office and field office locations; expectations regarding
the timing of the listing of the new Touchstone Shares, and the
de-listing of the Trinity Shares; the Combined Group's
enhanced access to operational, tax and corporate synergies; the
combined company's dividend plans prior to the Effective Date of
the Acquisition; the anticipated closing conditions and regulatory
approvals pursuant to the Scheme; and the anticipated timing and
completion of the Acquisition, including the expected Effective
Date of the Scheme.
In addition,
information and statements relating to reserves are by their nature
forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves
described exist in the quantities predicted or estimated, and can
be profitably produced in the future. The recovery and reserve
estimates of Touchstone's reserves provided herein are estimates
only, and there is no guarantee that the estimated reserves will be
recovered. Consequently, actual results may differ materially from
those anticipated in the forward-looking statements.
This announcement
includes a summary of Touchstone's initial 2024 capital budget and
preliminary guidance, which includes, but is not limited to,
forward looking statements relating to: the focus of Touchstone's
2024 capital plan, including pursuing developmental drilling
activities and optimizing existing natural gas and liquids
infrastructure capacity; anticipated 2024 annual average
production; forecasted production decline rates; anticipated timing
of developmental and exploration drilling production; anticipated
2024 capital expenditures including estimations of costs and
inflation incorporated therein; expected drilling activities,
including locations and the timing thereof; anticipated timing of
well tie-in operations; forecasted 2024 average Brent reference
price and the Company's budgeted realized price in relation
thereto; forecasted royalty, operating, general and administration,
cash finance and income tax expenses; anticipated funds flow from
operations and net debt; and Touchstone's future financial
position, including the sufficiency of resources to fund future
capital expenditures and maintain financial liquidity. For further
information regarding 2024 guidance and the related advisories,
refer to Touchstone's news release dated 19 December 2023 entitled
"Touchstone Announces 2024 Capital Budget, Preliminary 2024
Guidance and an Operational Update" which is available online on
Touchstone's SEDAR+ profile (www.sedarplus.ca) and website
(www.touchstoneexploration.com).
Forward-looking
statements are based upon, among other things, factors,
expectations and assumptions that Touchstone and Trinity have made
as at the date of this announcement regarding, among other things:
the satisfaction of the conditions to closing of the Acquisition in
a timely manner, if at all, including the receipt of all necessary
approvals; that the Acquisition will comply with all applicable
requirements of the Code, the Panel, the London Stock Exchange, the
TSX and the Financial Conduct Authority; the Combined Group's
ability to successfully integrate the businesses and assets of
Touchstone and Trinity; Touchstone's ability to issue Touchstone
Shares pursuant to the Acquisition; sources of funding that each of
Touchstone and Trinity have relied upon in the past continue to be
available to the combined company on terms favourable to the
Combined Group; and that the Combined Group will have access to
sufficient capital to pursue future development plans.
Undue reliance
should not be placed on the forward-looking statements because no
assurance can be given that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and
uncertainties. These risks
include, but are not limited to: the completion and timing of the
Acquisition; the ability of Touchstone and Trinity to receive, in a
timely manner, the necessary regulatory, Court, shareholder, stock
exchange and other third-party approvals and to satisfy the other
conditions to closing of the Acquisition; the ability of the
parties to complete the Acquisition on the terms contemplated by
Touchstone and Trinity or at all; the ability of the Combined Group
to realize the anticipated benefits of, and synergies and savings
from, the Acquisition; consequences of not completing the
Acquisition, including the volatility of the share prices of
Touchstone and Trinity, negative reactions from the investment
community, and the required payment of certain costs related to the
termination of the Acquisition; and the focus of management's time
and attention on the Acquisition and other disruptions arising from
the Acquisition.
Except as may be
required by applicable securities laws, neither Touchstone nor
Trinity assume any obligation or intent to update publicly or
revise any forward-looking statements made herein, whether as a
result of new information, future events or otherwise.
TSX
Disclaimer and Listing Matters
The TSX does not
accept responsibility for the adequacy or accuracy of this
announcement. No stock
exchange, securities commission or other regulatory authority has
approved or disapproved the information contained
herein.
Touchstone will
apply to list the New
Touchstone Shares issuable in connection with the Acquisition on
the TSX. Such listing will be subject to Touchstone fulfilling all
of the listing requirements of the TSX.
No profit forecasts
or estimates
Save for the
Trinity Profit Estimates, no statement in this announcement is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for Touchstone or Trinity, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Touchstone or Trinity, as
appropriate.
Disclosure
requirements of the Code
Under Rule 8.3(a)
of the 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 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 shall 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 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.
Electronic
communications
Please be aware
that addresses, electronic addresses and certain 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
requested under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on website and
availability of hard copies
A copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Touchstone's and Trinity's websites at
https://www.touchstoneexploration.com/trinity-acquisition
and
www.trinityexploration.com/investors/ respectively by no
later than 12 noon (London time) on 2 May 2024. For the avoidance
of doubt, the contents of these websites are not incorporated into
and do not form part of this announcement.
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 0300 if calling from the
United Kingdom, or +44 (0) 371 664
0300 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.
Rounding
Certain figures
included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
Rule 2.9
Disclosure
In accordance with
Rule 2.9 of the Code, Trinity confirms that as at the date of this
announcement, it has in issue and admitted to trading on the AIM
market of the London Stock Exchange 39,899,813 ordinary shares of
US$ 0.01 each (excluding 1,096,819 ordinary shares held in
treasury). Accordingly, the total number of voting rights in
Trinity is 38,802,994. The International Securities Identification
Number (ISIN) of the ordinary shares is GB00BN7CJ686.
In accordance with
Rule 2.9 of the Code, Touchstone confirms that, as at the date of
this announcement, it has in issue and admitted to trading and
listing (as the case may be) on the AIM market of the London Stock
Exchange and/or TSX 234,212,726 common shares. The International
Securities Identification Number (ISIN) of the ordinary shares is
CA89156L1085.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the
Acquisition
1
The Acquisition is conditional upon the
Scheme becoming unconditional and effective, subject to the Code,
by no later than 11.59 p.m. on the Long-stop Date or such later
date (if any) as Touchstone and Trinity may, with the consent of
the Panel, agree and, if required, the Court may allow.
2
The Scheme shall be subject to the
following conditions:
2.1
(i)
its approval by a majority in number of the Trinity
Shareholders who are present and vote, whether in person or by
proxy, at the Court Meeting and who represent 75 per cent. or more
in value of the Trinity Shares voted by those Trinity Shareholders;
and
(ii)
such Court Meeting being held on or before
the 22nd day after the expected date of the Court
Meeting to be set out in the Scheme Document in due course (or such
later date as may be agreed by Touchstone and Trinity and,
if required, the Court may allow);
2.2
(i)
the resolutions required to implement the Scheme
being duly passed by Trinity Shareholders representing 75 per cent.
or more of votes cast at the General Meeting; and
(ii)
such General Meeting being held on or before the
22nd day after the expected date of the General
Meeting to be set out in the Scheme Document in due course (or such
later date as may be agreed by Touchstone and Trinity and,
if required, the Court may allow);
2.3
(i)
the sanction of the Scheme by the Court (with or
without modification but subject to any modification being on terms
acceptable to Trinity and Touchstone) and the delivery of a copy of
the Court Order to the Registrar of Companies; and
(ii)
the Court Hearing being held on or before the
22nd day after the expected date of the Court
Hearing to be set out in the Scheme Document in due course (or such
later date as may be agreed by Touchstone and Trinity and,
if required, the Court may allow);
3
In addition, subject as stated in Part B
below and to the requirements of the Panel, the Acquisition shall
be conditional upon the following Conditions and, accordingly, the
Court Order shall not be delivered to the Registrar of Companies
unless such Conditions (as amended, if appropriate) have been
satisfied or, where relevant, waived:
Admission of the New
Touchstone Shares
(a)
the London Stock Exchange having
acknowledged to Touchstone or its agent (and such acknowledgement
not having been withdrawn) that the New Touchstone Shares will be
admitted to trading on the AIM market of the London Stock
Exchange;
(b)
confirmation having been received by
Touchstone of the acceptance by TSX of the listing of the New
Touchstone Shares and any other Touchstone Shares issuable in
connection with the Acquisition on customary post-closing
conditions;
Regulatory and Antitrust
(c)
Heritage having provided its written consent to the
Acquisition under the terms of the LOAs, the Galeota JOA and the
Royalty Conversion Agreements in a form and subject to conditions
(if any) that are reasonably satisfactory to Touchstone;
(d) the
waiver (or non-exercise within any applicable time limits) by
Heritage of any right of pre-emption, right of first offer or
refusal or any similar or analogous right, arising as a result of
or in connection with the Acquisition under the terms of the JOAs
(other than the Galeota JOA in circumstances where Heritage has
already provided its prior written consent) in a form and subject
to conditions (if any) that are reasonably satisfactory to
Touchstone;
(e)
insofar as the Acquisition requires such approval, the
Minister having provided his consent to the Acquisition in a form
and subject to conditions (if any) that are reasonably satisfactory
to Touchstone;
(f)
the occurrence of either of the following events:
(i) the
Trinidad and Tobago Fair Trading Commission (the "Trinidad and Tobago Commission") having
informed the applicant enterprise of the Trinidad and Tobago
Commission's determination to grant permission for the Acquisition
pursuant to S. 14(2) of the Fair Trading Act, Ch. 81:13 of the laws
of Trinidad and Tobago, in a form and subject to conditions (if
any) that are reasonably satisfactory to Touchstone; or
(ii) the
Trinidad and Tobago Commission having confirmed in writing to the
applicant enterprise that the Acquisition does not fall within the
scope of S. 14(1)(b) of the Fair Trading Act, Chap. 81:13 of the
laws of Trinidad and Tobago;
Notifications,
waiting periods and Authorisations
(g) all
material notifications, filings or applications which are necessary
or considered appropriate or desirable by Touchstone having been
made in connection with the Acquisition and all necessary waiting
periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any jurisdiction having been complied
with in each case in respect of the Acquisition and all
Authorisations deemed necessary or appropriate by Touchstone in any
jurisdiction for or in respect of the Acquisition and, except
pursuant to Chapter 3 of Part 28 of the Companies Act, the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Trinity or any other
member of the Wider Trinity Group by any member of the Wider
Touchstone Group having been obtained in terms and in a form
reasonably satisfactory to Touchstone from all appropriate Third
Parties or (without prejudice to the generality of the foregoing)
from any person or bodies with whom any member of the Wider Trinity
Group or the Wider Touchstone Group has entered into contractual
arrangements and all such Authorisations necessary, appropriate or
desirable to carry on the business of any member of the Wider
Trinity Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at
which the Acquisition becomes otherwise unconditional and there
being no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations;
(h)
no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might:
(i)
require, prevent or delay the divestiture or alter the terms
envisaged for such divestiture by any member of the Wider
Touchstone Group or by any member of the Wider Trinity Group of all
or any part of its businesses, assets or property or impose any
limitation on the ability of all or any of them to conduct their
businesses (or any part thereof) or to own, control or manage any
of their assets or properties (or any part thereof);
(ii)
except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider Touchstone Group or the Wider
Trinity Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Trinity Group or any asset owned by any Third Party (other
than in the implementation of the Acquisition);
(iii)
impose any limitation on, or result in a delay in, the ability of
any member of the Wider Touchstone Group directly or indirectly to
acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Trinity or on
the ability of any member of the Wider Trinity Group or any member
of the Wider Touchstone Group directly or indirectly to hold or
exercise effectively all or any rights of ownership in respect of
shares or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider Trinity
Group;
(iv)
otherwise adversely affect any or all of the business, assets,
profits or prospects of any member of the Wider Trinity Group or
any member of the Wider Touchstone Group;
(v)
result in any member of the Wider Trinity Group or any member
of the Wider Touchstone Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
(vi)
make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or
control or management of, Trinity by any member of the Wider
Touchstone Group void, unenforceable and/or illegal under the laws
of any relevant jurisdiction, or otherwise, directly or indirectly
prevent or prohibit, restrict, restrain, or delay or otherwise
interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge,
impede, interfere or require amendment of the Acquisition or the
acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Trinity by any member
of the Wider Touchstone Group;
(vii)
require, prevent or delay a divestiture by any member of the
Wider Touchstone Group of any shares or other securities (or the
equivalent) in any member of the Wider Trinity Group or any member
of the Wider Touchstone Group; or
(viii) impose
any limitation on the ability of any member of the Wider Touchstone
Group or any member of the Wider Trinity Group to conduct,
integrate or co-ordinate all or any part of its business with all
or any part of the business of any other member of the Wider
Touchstone Group and/or the Wider Trinity Group,
and all applicable waiting
and other time periods (including any extensions thereof) during
which any such antitrust regulator or Third Party could decide to
take, institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction in respect of the Acquisition or
the acquisition or proposed acquisition of any Trinity Shares or
otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result
of any arrangement, agreement, etc.
(i)
except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Trinity Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Acquisition or the acquisition or
the proposed acquisition by any member of the Wider Touchstone
Group of any shares or other securities (or the equivalent) in
Trinity or because of a change in the control or management of any
member of the Wider Trinity Group or otherwise, could or might
reasonably be expect to result in:
(i)
any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Trinity Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii)
the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider Trinity Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iii)
any such arrangement, agreement, lease, licence, franchise, permit
or other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider Trinity Group
being adversely modified or adversely affected or any obligation or
liability arising or any adverse action being taken or arising
thereunder;
(iv)
any liability of any member of the Wider Trinity Group to make any
severance, termination, bonus or other payment to any of its
directors, or other officers;
(v)
the rights, liabilities, obligations, interests or business
of any member of the Wider Trinity Group or any member of the Wider
Touchstone Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Trinity Group or any member of the Wider
Touchstone Group in or with any other person or body or firm or
company (or any arrangement or arrangement relating to any such
interests or business) being or becoming capable of being
terminated, or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
(vi)
any member of the Wider Trinity Group ceasing to be able to carry
on business under any name under which it presently carries on
business;
(vii)
the value of, or the financial or trading position or
prospects of, any member of the Wider Trinity Group being
prejudiced or adversely affected; or
(viii) the
creation or acceleration of any liability (actual or contingent) by
any member of the Wider Trinity Group other than trade creditors or
other liabilities incurred in the ordinary course of business,
and no event having occurred
which, under any provision of any arrangement, agreement, licence,
permit, franchise, lease or other instrument to which any member of
the Wider Trinity Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would
or might result in any of the events or circumstances as are
referred to in Conditions 3(j)(i) to (viii);
Certain events occurring since 31
December 2023
(j)
except as Disclosed, no member of the Wider Trinity Group
having since 31 December 2023:
(i)
issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Trinity
Shares out of treasury (except, where relevant, as between Trinity
and wholly-owned subsidiaries of Trinity or between the
wholly-owned subsidiaries of Trinity and except for the issue or
transfer out of treasury of Trinity Shares on the exercise of
employee share options or vesting of employee share awards in the
ordinary course under the Trinity Share Plan);
(ii)
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or
other distributions whether payable in cash or otherwise) lawfully
paid or made by any wholly-owned subsidiary of Trinity to Trinity
or any of its wholly-owned subsidiaries;
(iii)
other than pursuant to the Acquisition (and except for transactions
between Trinity and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Trinity and transactions in the
ordinary course of business) implemented, effected, authorised or
proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or acquisition or disposal of assets or shares
or loan capital (or the equivalent thereof) in any undertaking or
undertakings in any such case to an extent which is material in the
context of the Wider Trinity Group taken as a whole;
(iv)
except for transactions between Trinity and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Trinity,
and except for transactions in the ordinary course of business,
disposed of, or transferred, mortgaged or created any security
interest over any asset or any right, title or interest in any
asset or authorised, proposed or announced any intention to do
so;
(v)
except for transactions between Trinity and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Trinity,
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider Trinity Group as a whole;
(vi)
entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude or which is or which involves or could
involve an obligation of a nature or magnitude which is or could be
restrictive on the business of any member of the Wider Trinity
Group which is or could be material in the context of the Wider
Trinity Group as a whole;
(vii)
entered into or varied the terms of, or made any offer (which
remains open for acceptance) to enter into or vary the terms of any
contract, service agreement, commitment or arrangement with any
director or senior executive of any member of the Wider Trinity
Group;
(viii)
proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any employee of the
Wider Trinity Group which are material in the context of the Wider
Trinity Group taken as a whole;
(ix)
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x)
except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context
of the Wider Trinity Group as a whole;
(xi)
terminated or varied the terms of any agreement or arrangement
between any member of the Wider Trinity Group and any other person
in a manner which would or might reasonably be expected to have a
material adverse effect on the financial position of the Wider
Trinity Group taken as a whole;
(xii)
made any alteration to its memorandum or articles of
association or other incorporation documents;
(xiii) except
in relation to changes made or agreed as a result of, or arising
from, changes to legislation, made or agreed or consented to any
change to:
(a) the
terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Trinity Group for
its directors, employees or their dependants;
(b) the
contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;
(c) the
basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or
(d) the
basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented
to,
to an extent which is in any
such case material in the context of the Wider Trinity Group;
(xiv) been
unable, or admitted in writing that it is unable, to pay its debts
or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or
having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(xv)
taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any of its assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(xvi) (except
for transactions between Trinity and its wholly-owned subsidiaries
or between the wholly-owned subsidiaries), made, authorised,
proposed or announced an intention to propose any change in its
loan capital;
(xvii) entered
into, implemented or authorised the entry into, any joint venture,
asset or profit sharing arrangement, partnership or merger of
business or corporate entities;
(xviii) having
taken (or agreed or proposed to take) any action which requires or
would require the consent of the Panel or the approval of Trinity
Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code; or
(xix) entered
into any agreement, arrangement, commitment or contract or passed
any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition 3((k));
No adverse change, litigation,
regulatory enquiry or similar
(k)
except as Disclosed, since 31 December 2023 there having
been:
(i)
no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider
Trinity Group;
(ii)
no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of,
any member of the Wider Trinity Group or to which any member of the
Wider Trinity Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced,
instituted or remaining outstanding by, against or in respect of,
any member of the Wider Trinity Group, in each case which might
reasonably be expected to have a material adverse effect on the
Wider Trinity Group taken as a whole;
(iii)
no enquiry, review or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of the
Wider Trinity Group having been threatened, announced or instituted
or remaining outstanding by, against or in respect of any member of
the Wider Trinity Group, in each case which might reasonably be
expected to have a material adverse effect on the Wider Trinity
Group taken as a whole;
(iv) no
contingent or other liability having arisen or become apparent to
Touchstone or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Trinity Group to an extent
which is material in the context of the Wider Trinity Group taken
as a whole; and
(v)
no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Trinity Group which is necessary for the proper carrying
on of its business;
No discovery of certain matters
regarding information, liabilities and environmental
issues
(l)
Touchstone not having discovered that:
(i)
no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider
Trinity Group;
(ii)
any financial, business or other information concerning the
Wider Trinity Group publicly announced prior to the date of this
announcement or disclosed at any time to any member of the Wider
Touchstone Group by or on behalf of any member of the Wider Trinity
Group prior to the date of this announcement is misleading,
contains a misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading, in any such case
to a material extent;
(iii)
any member of the Wider Trinity Group or any
partnership, company or other entity in which any member of the
Wider Trinity Group has a significant economic interest and which
is not a subsidiary undertaking of Trinity is, otherwise than in
the ordinary course of business, subject to any liability,
contingent or otherwise and which is material in the context of the
Wider Trinity Group taken as a whole;
(iv)
any past or present member of the Wider Trinity Group has not
complied in any material respect with all applicable legislation,
regulations or other requirements of any jurisdiction or any
Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and
safety of humans, which non-compliance would be likely to give rise
to any material liability including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider Trinity Group;
(v)
there has been a material disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Wider Trinity Group;
(vi)
there is or is likely to be any obligation or liability (whether
actual or contingent) or requirement to make good, remediate,
repair, reinstate or clean up any property, asset or any controlled
waters currently or previously owned, occupied, operated or made
use of or controlled by any past or present member of the Wider
Trinity Group (or on its behalf), or in which any such member may
have or previously have had or be deemed to have had an interest,
under any environmental legislation, common law, regulation,
notice, circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto; or
(vii)
circumstances exist (whether as a result of making the Acquisition
or otherwise) which would be reasonably likely to lead to any Third
Party instituting (or whereby any member of the Wider Trinity Group
would be likely to be required to institute), an environment audit
or take any steps which would in any such case be reasonably likely
to result in any actual or contingent liability to improve or
install new plant or equipment or to make good, repair, reinstate
or clean up any property of any description or any asset now or
previously owned, occupied or made use of by any past or present
member of the Wider Trinity Group (or on its behalf) or by any
person for which a member of the Wider Trinity Group is or has been
responsible, or in which any such member may have or previously
have had or be deemed to have had an interest;
Anti-corruption
(m)
Touchstone not having discovered that:
(i)
any member of the Wider Trinity Group or any person that
performs or has performed services for or on behalf of any such
company is or has engaged in any activity, practice or conduct
which would constitute an offence under the Bribery Act 2010 or any
other applicable anti-corruption legislation; or
(ii)
any member of the Wider Trinity Group has engaged in any
transaction which would cause any member of the Wider Touchstone
Group to be in breach of applicable law or regulation upon
completion of the Acquisition, including the economic sanctions of
the United States Office of Foreign Assets Control or HM Treasury,
or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the
European Union or any of its member states;
No criminal
property
(n)
Touchstone not having discovered that any asset of any member
of the Wider Trinity Group constitutes criminal property as defined
by Section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).
Part B: Certain further terms of the
Acquisition
4
Subject to the requirements of the Panel,
Touchstone reserves the right, in its sole discretion, to
waive, in whole or in part, all or any of the
Conditions set out in Part A of Appendix I above,
except Conditions 2.1(i),
2.2(i) and 2.3(i), which cannot be waived. If any of
Conditions 2.1(ii), 2.2(ii),
and 2.3(ii)
is not satisfied by the relevant deadline
specified in the relevant Condition, Touchstone shall make an
announcement by 8.00 a.m. on the Business Day following such
deadline confirming whether it has invoked the relevant Condition,
waived the relevant deadlines, or agreed with Trinity to extend the
relevant deadline.
5
If Touchstone is required by the Panel to make
an offer for Trinity Shares under the provisions of Rule 9 of the
Code, Touchstone may make such alterations to any of the above
Conditions and terms of the Acquisition as are necessary to comply
with the provisions of that Rule.
6
Touchstone shall be under no obligation to
waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of the Conditions in
Part A of Appendix I above
that are capable of waiver by a date earlier than
the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
7
Under Rule 13.5(a) of the Code and subject to
paragraph 5 below,
Touchstone may only invoke a Condition so as to cause the
Acquisition not to proceed, to lapse, or to be withdrawn with the
consent of the Panel. The Panel shall normally only give its
consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Touchstone in the
context of the Acquisition. This shall be judged by reference to
the facts of each case at the time that the relevant circumstances
arise.
8
Condition 1, Conditions 2.1, 2.2 and 2.3, and Conditions
3(a) and 3(b), in Part A of Appendix I above, and, if applicable,
any acceptance condition if the Acquisition is implemented by means
of a takeover offer, are not subject to Rule 13.5(a) of the
Code.
9
Any Condition that is subject to Rule 13.5(a)
of the Code may be waived by Touchstone.
10
The Trinity Shares acquired under the Acquisition
shall be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with
all rights now or hereafter attaching or accruing to them,
including, without limitation, voting rights and the right to
receive and retain in full all dividends and other distributions
(if any) declared, made or paid, or any other return of value
(whether by reduction of share capital or share premium account or
otherwise) made on or after the Effective Date.
11
If, on or after the date of this announcement and
prior to or on the Effective Date, any dividend, distribution or
other return of value is declared, paid or made, or becomes payable
by Trinity, Touchstone reserves the right (without prejudice to any
right of Touchstone, with the consent of the Panel, to invoke
Condition 3(j)(ii) of
Appendix I above) to reduce the consideration payable under the
Acquisition to reflect the aggregate amount of such dividend,
distribution, or other return of value or excess. In such
circumstances, Trinity Shareholders shall be entitled to retain any
such dividend, distribution, or other return of value declared,
made, or paid.
12
If on or after the date of this announcement, and to
the extent that any such dividend, distribution or other return of
value has been declared, paid, or made, or becomes payable by
Trinity on or prior to the Effective Date and Touchstone exercises
its rights under this paragraph 8
to reduce the consideration payable under the
terms of the Acquisition, any reference in this announcement to the
consideration payable under the terms of the Acquisition shall be
deemed to be a reference to the consideration as so
reduced.
13
If and to the extent that such a dividend,
distribution, or other return of value has been declared or
announced, but not paid or made, or is not payable by reference to
a record date on or prior to the Effective Date and is or shall be:
(i) transferred pursuant to the Acquisition on a basis which
entitles Touchstone to receive the dividend, distribution, or other
return of value and to retain it; or (ii) cancelled, the
consideration payable under the terms of the Acquisition shall not
be subject to change in accordance with this paragraph
8.
14
Touchstone also reserves the right to reduce
the consideration payable under the Acquisition in such
circumstances as are, and by such amount as is, permitted by the
Panel.
15
Any exercise by Touchstone of its rights referred to
in this paragraph 8 shall be the subject of an announcement and, for the avoidance
of doubt, shall not be regarded as constituting any revision or
variation of the Acquisition.
16
Touchstone reserves the right to elect (with the
consent of the Panel, and subject to the terms of the
Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer for the Trinity Shares as an
alternative to the Scheme. In such event, the Takeover Offer shall
be implemented on the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments,
including (without limitation) an acceptance condition set at a
level permitted by the Panel.
17
The availability of the Acquisition to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements. The New Touchstone Shares to be issued pursuant to
the Acquisition have not been and will not be registered under the
US Securities Act or the laws of any state, district or other
jurisdiction of the United States or registered or qualified under
any of the relevant securities laws of any other Restricted
Jurisdiction, including Canada. Accordingly, the New Touchstone
Shares may not be offered, sold or delivered, directly or
indirectly, in the United States or any other Restricted
Jurisdiction, except pursuant to exemptions from applicable
requirements of any such jurisdiction (including the exemption from
the prospectus requirements of Canadian securities laws provided by
Section 2.11 of National Instrument 45-106 and the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof).
18
The Acquisition is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any
means of instrumentality (including, but not limited to, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction where to do so would violate the laws of that
jurisdiction.
19
The Acquisition is governed by the law of England and
Wales and is subject to the jurisdiction of the courts of England
and Wales and to the Conditions and further terms set out in this
Appendix I and to be set out in the Scheme Document. The
Acquisition is subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the TSX and the Financial
Conduct Authority.
20
The New Touchstone Shares will be issued as fully paid
and non-assessable and holders thereof will have the same rights
and privileges, in all respects with regards to such Touchstone
Shares as the holders of Touchstone Shares in issue at the time,
including the right to receive and retain in full all dividends and
other distributions (if any) announced, declared, made or paid, or
any other return of capital (whether by reduction of share capital
or share premium account or otherwise) made, in each case by
reference to a record date falling on or after the Effective
Date.
21
Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
22
The Acquisition is subject to, inter alia, the
Conditions set out in Part A and Part B of this Appendix I to this
announcement. The Acquisition is also subject to the full terms and
conditions which will be set out in the Scheme Document and such
further terms as may be required to comply with the AIM Rules, the
TSX Rules and the provisions of the Code.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless
otherwise stated or the context otherwise requires, the following
bases and sources have been used.
1. Financial
information relating to Touchstone has been extracted or derived
(without any adjustment) from the audited financial statements and
management discussion and analysis of Touchstone for the financial
year ended 31 December 2023 and Touchstone's announcement dated 21
March 2024 of its final results for the same period.
2. Financial
information relating to Trinity has been extracted or derived
(without any adjustment) from the audited annual report and
accounts of Trinity for the financial year ended 31 December 2022
and Trinity's announcement dated 28 September 2023 of its half year
results to 30 June 2023.
3. Touchstone's
Q1 2024 operational performance has been extracted or derived
(without any adjustment) from its announcement dated 10 April 2024
and its 2024 budgeted operational and financial guidance has been
extracted or derived (without any adjustment) from its announcement
dated 19 December 2023.
4. Trinity's Q1
2024 operational performance has been extracted or derived (without
any adjustment) from its announcement dated 26 April 2024 and its
2024 budgeted operational and financial guidance has been extracted
or derived (without any adjustment) from its announcement dated 1
February 2024.
5. The value of the each Trinity Share is
calculated:
·
by reference to the price of 36 pence per
Trinity Share, being the Closing Price on
30 April 2024 (being the latest practicable date prior to this
announcement); and
·
by reference to the price of 41.25 pence per
Touchstone Share, being the Closing Price
on 30 April 2024 (being the latest practicable date prior to this
announcement); and
·
the exchange ratio of 1.5 New Touchstone Shares in
exchange for each Trinity Share; and
·
on the basis of the existing number of Trinity
Shares in issue referred to in paragraph 6 below.
6. As at the close of business on 30 April 2024,
being the latest practicable date prior to this
announcement, Touchstone had in issue
234,212,726 Touchstone Shares and Trinity had in
issue 39,899,813 Trinity Shares. Trinity
holds 1,096,819 Trinity Shares in treasury. Therefore the total
voting rights in issue in Trinity at the latest practicable date is
38,802,994.
7. The fully diluted share capital of Trinity (being 38,894,068
Trinity Shares) is calculated on the basis:
·
of the number of issued Trinity Shares less the
Trinity Shares held in treasury both as referred to in paragraph 6
above; and
·
91,074 Trinity Shares which are expected to be
transferred out of treasury after the date of this Announcement in
order to satisfy the exercise of options under the Trinity Share
Plan (as calculated on the last practicable date prior to the date
of this announcement).
8. Unless
otherwise stated, all prices, volume weighted average prices and
Closing Prices for Trinity Shares and Touchstone Shares are based
upon London Stock Exchange quotations derived from FactSet for the
relevant periods and have been rounded to one decimal
place.
9. Pro forma
production is quoted on the basis of 2024 average daily production
guidance by Touchstone on 19 December 2023 (9,100 to 9,700 barrels
of oil equivalent per day), and by Trinity on 1 February 2024
(2,600 to 2,700 barrels of oil per day); pro forma reserves is
quoted on the basis of 67.4 MMboe of proved plus probable reserves
for Touchstone quoted in Touchstone's 31 December 2023 reserve
report and 12.9 MMboe of reserves at 31 December 2023 for Trinity
quoted in Trinity's announcement of 26 April 2023.
10. A GBP:USD exchange
rate as at 30 April 2024 of 1:1.2521 has been used throughout this
announcement.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Irrevocable Undertakings from Trinity
Directors and Shareholders
The following holders or controllers of Trinity
Shares have given irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the General Meeting and, if Touchstone exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept or
procure acceptance of such offer:
Part A - Trinity Directors' Irrevocable
Undertakings
Name of Trinity
Director
|
Number of Trinity Shares
in respect of which undertaking is given
|
Percentage of Trinity
issued share capital (excluding Trinity Shares held in treasury) as
at 30 April 2024
|
Jeremy Bridglalsingh
|
319,463
|
0.8%
|
James Menzies
|
115,000
|
0.3%
|
Nicholas Clayton
|
30,000
|
0.1%
|
TOTAL
|
464,463
|
1.2%
|
These irrevocable undertakings also extend to any
shares acquired by the Trinity Directors as a result of the vesting
of awards or the exercise of options under the Trinity Share
Plan.
The obligations of the Trinity Directors under the
irrevocable undertakings shall lapse and cease to have effect on
and from the following occurrences:
·
the Panel consents to Touchstone not proceeding
with the Acquisition;
·
the Acquisition lapses or is withdrawn or does
not become effective by the Long-stop Date, provided that this
shall not apply where the Acquisition is withdrawn as a result of
Touchstone exercising its right to implement the Acquisition by way
of a Takeover Offer rather than by way of Scheme and such Takeover
Offer has not lapsed or been withdrawn); or
·
any competing offer for the entire issued and to
be issued share capital of Trinity is declared unconditional or, if
proceeding by way of a scheme of arrangement, becomes
effective.
The irrevocable undertakings therefore remain binding
in the event an alternate or higher competing possible offer or
offer is made for Trinity.
Part B - Non-director Trinity Shareholder
irrevocable undertakings
Name of Trinity
Shareholder giving undertaking
|
Number of Trinity Shares
in respect of which undertaking is given
|
Percentage of Trinity
issued share capital (excluding Trinity Shares held in treasury as
at 30 April 2024
|
Angus Winther
|
3,113,299
|
8.0%
|
Gavin White
|
2,914,748
|
7.5%
|
CS Living Trust
|
1,985,414
|
5.1%
|
David A. Segel Trust
|
1,985,414
|
5.1%
|
Jan-Dirk Lueders
|
1,498,855
|
3.9%
|
Bruce Dingwall Trust
|
1,464,374
|
3.8%
|
Scott Casto
|
1,463,374
|
3.8%
|
CMT Investments LLC*
|
111,460
|
0.3%
|
Segel Children's Trust
|
81,943
|
0.2%
|
TOTAL
|
14,618,881
|
37.7%
|
*Held jointly by
Jan-Dirk Lueders and Scott Casto through CMT Investments LLC
The irrevocable undertakings shall
lapse and cease to have effect:
·
the Panel consents to Touchstone not proceeding
with the Acquisition;
·
the Acquisition lapses or is withdrawn or does
not become effective by the Long-stop Date, provided that this
shall not apply where the Acquisition is withdrawn as a result of
Touchstone exercising its right to implement the Acquisition by way
of a Takeover Offer rather than by way of Scheme and such Takeover
Offer has not lapsed or been withdrawn); or
·
any person other than Touchstone (or any person
acting in concert with Touchstone) announces either:
o a competing offer for the entire issued and to
be issued share capital of Trinity which is wholly in cash in an
amount which is equal to or more than the value of the Acquisition;
or
o a competing offer for the entire issued and to
be issued share capital of Trinity, if not wholly in cash, on terms
which represents (in the reasonable opinion of Shore Capital) an
improvement of 20 per cent. or more on the value of the
Acquisition,
in each case prior to the
date of the Court Meeting and the General Meeting; or
·
any competing offer for the entire issued and to
be issued share capital of Trinity is declared unconditional or, if
proceeding by way of a scheme of arrangement, becomes
effective.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this
announcement unless the context requires otherwise:
Acquisition
|
the recommended all share offer pursuant to which
Touchstone shall acquire the entire issued and to be issued
ordinary share capital of Trinity to be effected by means of the
Scheme (or by way of Takeover Offer under certain circumstances
described in this announcement) and, where the context admits, any
subsequent revision, variation, extension or renewal thereof
|
Acquisition
Consideration
|
the consideration offered by Touchstone under the
terms of Acquisition in the form of 1.5 New Touchstone Shares for
each Trinity Share
|
Admission
|
admission of the New Touchstone Shares to TSX and the
AIM market of the London Stock Exchange
|
AIM
|
the AIM market operated
by the London Stock
Exchange
|
AIM Rules
|
the AIM Rules published by the
London Stock Exchange from time to time
|
Alternative
Performance Measure
|
an alternative performance measure is a measure of
financial performance not specifically defined by the applicable
financial reporting framework, which in Trinity's case is UK
adopted International Accounting Standards ("IAS") as applied in accordance with the
provisions of the Companies Act and is usually reconciled to the
closest Generally Accepted Accounting Principles measure.
Further to this, IAS 1 Presentation of Financial Statements
permits entities to disclose additional information that will help
financial statement users to better understand a company's
performance and position
|
Authorisations
|
regulatory authorisations, orders, recognitions,
grants, consents, clearances, confirmations, certificates,
licences, permissions or approvals
|
boe/d
|
barrels of oil equivalent per day
|
Brighton Marine
E&P Licence
|
the exploration and production licence in relation to
the Brighton Marine Block issued to Heritage and Oilbelt, dated 7
October 1999
|
Business
Day
|
a day (other than Saturdays, Sundays and public
holidays in the UK) on which banks are open for business in London
and Calgary
|
Closing
Price
|
the closing middle market price of a Trinity Share or
a Touchstone Share, as the case may be, on a particular trading day
as derived from the AIM Appendix to the Daily Official List
published by the London Stock Exchange
|
Code
|
the City Code on Takeovers and Mergers
|
Combined
Group
|
the combined Trinity Group and Touchstone Group
following completion of the Acquisition
|
Companies
Act
|
the Companies Act 2006, as amended
|
Conditions
|
the conditions to the implementation of the
Acquisition, as set out in Appendix I to this announcement and to
be set out in the Scheme Document
|
Confidentiality
Agreement
|
the confidentiality agreement dated 5 December 2023
between Touchstone and Trinity, as described in paragraph 14 of
this announcement
|
Co-operation
Agreement
|
the agreement dated 1 May 2024 between Touchstone and
Trinity relating to, among other things, the implementation of the
Acquisition, as described in paragraph 14 of this announcement
|
Court
|
the High Court of Justice in England and Wales
|
Court
Hearing
|
the hearing by the Court of the
application to sanction the Scheme under Part 26 of the Companies
Act
|
Court
Meeting
|
the meeting of Trinity Shareholders to be convened
pursuant to an order of the Court under the Companies Act for the
purpose of considering and, if thought fit, approving the Scheme
(with or without amendment), including any adjournment thereof,
notice of which is to be contained in the Scheme Document
|
Court
Order
|
the order of the Court sanctioning the Scheme
|
CREST
|
the system for the paperless
settlement of trades in securities and the holding of
uncertificated securities operated by Euroclear
|
Dealing Arrangement
|
an arrangement of the kind referred
to in Note 11(a) on the definition of acting in concert in the
Code
|
Dealing
Disclosure
|
has the same meaning as in Rule 8 of the Code
|
Disclosed
|
the information disclosed by, or on behalf of
Trinity, (i) in the annual report and accounts of the Trinity Group
for the financial year ended 31 December 2023; (ii) in this
announcement; (iii) in any other announcement to a Regulatory
Information Service by, or on behalf of Trinity in the calendar
year prior to the date of this announcement; or (vi) as otherwise
fairly disclosed to Touchstone (or its respective officers,
employees, agents or advisers) prior to the date of this
announcement
|
EBITDA
|
earnings before interest, taxes, depreciation and
amortisation
|
Effective
|
in the context of the
Acquisition:
(a) if the
Acquisition is implemented by way of the Scheme, the Scheme having
become effective pursuant to its terms; or
(b) if the
Acquisition is implemented by way of a Takeover Offer, such
Takeover Offer having been declared and become unconditional in
accordance with the Code
|
Effective
Date
|
the date on which either (i) the Scheme becomes
effective in accordance with its terms; or (ii) if Touchstone
elects, and the Panel consents, to implement the Acquisition by way
of a takeover offer (as defined in Chapter 3 of Part 28 of the
Companies Act), the date on which such takeover offer becomes or is
declared unconditional
|
Euroclear
|
Euroclear UK & Ireland International Limited
|
Excluded
Shares
|
any Trinity Shares:
(a) held by or on behalf of
Touchstone or the Wider Touchstone Group; or
(b) held in treasury,
in each case, immediately
prior to the Scheme Record Time;
|
FCA or
Financial Conduct
Authority
|
the Financial Conduct Authority acting in its capacity as the competent authority for the
purposes of Part VI of the UK Financial Services and Markets Act
2000
|
Forms of Proxy
|
the forms of proxy for use in
connection with each of the Court Meeting and the General Meeting
which shall accompany the Scheme Document
|
Galeota E&P Licence
|
the exploration and production
licence in relation to the Galeota area issued to Heritage and
Trinity Galeota, dated 14 July 2021
|
Galeota JOA
|
the joint
operating agreement dated 14 July 2021 between Heritage and Trinity
Galeota in respect of the Galeota Block, Offshore East
Trinidad
|
General Meeting
|
the general meeting of Trinity
Shareholders (including any adjournment thereof) to be convened in
connection with the Scheme
|
Heritage
|
Heritage Petroleum Company Limited,
Trinidad and Tobago's state-owned oil and gas company, together
with its successors and assigns and any other entity which assumes
its role and functions
|
Heritage Consents and Waivers
|
means:
(a) Heritage having provided
its written consent to the Acquisition under the terms of the LOAs,
the Galeota JOA and the Royalty Conversion Agreements in a form and
subject to conditions (if any) that are reasonably satisfactory to
Touchstone; and
(b) the waiver
(or non-exercise within any applicable time limits) by Heritage of
any right of pre-emption, right of first offer or refusal or any
similar or analogous right, arising as a result of or in connection
with the Acquisition under the terms of the JOAs (other than the
Galeota JOA in circumstances where Heritage has already provided
its prior written consent) in a form and subject to conditions (if
any) that are reasonably satisfactory to Touchstone
|
Houlihan Lokey
|
Houlihan Lokey UK Limited
|
JOAs
|
the Joint Operating Agreements in
relation to Trinity's offshore oil and gas operations
|
LOAs
|
the lease operatorship agreements in relation to
Trinity's onshore oil and gas operations
|
London Stock
Exchange
|
London Stock Exchange plc
|
Long-stop
Date
|
31 January 2025, or such later date as may be agreed
by Touchstone and Trinity (with the Panel's consent and as the
Court may approve (if such approval(s) are required))
|
Market Abuse
Regulation
|
the retained EU law version of Regulation (EU) No.
596/2014 of the European Parliament and the Council of 16 April
2014 on market abuse as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018, as amended from time
to time (including by the Market Abuse (Amendment) (EU Exit)
Regulations 2019 (SI 2019/310))
|
Minister
|
the Minister of Energy and Energy Industries
|
Ministry
|
the Ministry of Energy and Energy Industries of
Trinidad and Tobago
|
MMBbls
|
million barrels of oil
|
MMboe
|
million barrels of oil equivalent
|
New Touchstone
Shares
|
the new Touchstone Shares proposed to be issued to
Trinity Shareholders in connection with the Acquisition, to be
constituted by the Touchstone Depository Interests
|
Offer
Document
|
the document containing a Takeover Offer
|
Oilbelt
|
Oilbelt Services Limited, a company amalgamated in
Trinidad and Tobago with registered number O1240(95)A whose
registered office is at 3rd Floor, Southern Supplies
Limited Building, #40-44 Sutton Street, San Fernando, in the island
of Trinidad
|
Opening Position
Disclosure
|
has the same meaning as in Rule 8 of the Code
|
Overseas
Shareholders
|
Trinity Shareholders (or nominees of, or custodians
or trustees for Trinity Shareholders) not resident in, or nationals
or citizens of, the United Kingdom
|
Panel
|
the Panel on Takeovers and Mergers
|
Participating
Interest
|
the participating interest(s) in the relevant E&P
Licence
|
Registrar of
Companies
|
the Registrar of Companies in England and Wales
|
Regulatory
Conditions
|
the Conditions set out in paragraphs 3(c) to 3(f)
(inclusive) of Part A of Appendix I to this announcement
|
Regulatory
Information Service
|
any information service authorised from time to time
by the FCA for the purpose of disseminating regulatory
announcements
|
Relevant
Authority
|
any central bank, ministry,
governmental, quasi-governmental, supranational (including
the European
Union), statutory,
regulatory or investigative body, authority or tribunal
(including any national or supranational anti-trust, competition or
merger control authority, any sectoral
ministry or regulator and any foreign investment review body),
national, state, municipal or local government (including any
subdivision, court, tribunal, administrative agency or commission
or other authority thereof), any entity owned or controlled by
them, any private body exercising any regulatory, taxing, importing or other authority, trade agency,
association, institution or professional or environmental body in any jurisdiction, including,
for the avoidance
of doubt, the Panel
|
Restricted
Jurisdiction
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Acquisition is
sent or made available to Trinity Shareholders
|
Restricted Overseas
Person
|
Trinity Shareholders resident in, or nationals or
citizens of, Restricted Jurisdictions or who are nominees or
custodians, trustees or guardians for, citizens, residents or
nationals of such Restricted Jurisdictions
|
Royalty Conversion
Agreements
|
the royalty conversion agreements in relation to
Heritage's Participating Interest's in the Galeota E&P Licence
and Brighton Marine E&P Licence
|
Scheme or
Scheme of Arrangement
|
the proposed scheme of arrangement under Part 26 of
the Companies Act between Trinity and the Trinity Shareholders in
connection with the Acquisition, with or subject to any
modification, addition or condition approved or imposed by the
Court and agreed by Trinity and Touchstone
|
Scheme
Document
|
the document to be sent to Trinity Shareholders
containing, amongst other things, the Scheme and the notices
convening the Court Meeting and the General Meeting
|
Scheme Record
Time
|
6.00 p.m. on the Business Day immediately preceding
the Effective Date
|
Scheme
Shares
|
unless otherwise defined in the Scheme Document, the
Trinity Shares:
(a) in issue at the
date of the Scheme Document;
(b) (if any) issued
after the date of the Scheme Document but before the Voting Record
Time and which remain in issue at the Scheme Record Time;
and
(c) (if any) issued at
or after the Voting Record Time but at or before the Scheme Record
Time on terms that the holder thereof shall be bound by this Scheme
or in respect of which the original or any subsequent holders
thereof are, or have agreed in writing to be, bound by this Scheme
(including, for the avoidance of doubt, any Trinity Shares
transferred out of treasury to satisfy the exercise of options
under the Trinity Share Plan),
in each case (where the context requires) which
remain in issue at the Scheme Record Time, other than any Excluded
Shares
|
Significant
Interest
|
in relation to an undertaking, a direct or indirect
interest of 20 per cent. or more of the total voting rights
conferred by the equity share capital (as defined in Section 548 of
the Companies Act) of such undertaking
|
Takeover Offer
|
should the Acquisition be
implemented by way of a Takeover Offer as defined in Chapter 3 of
Part 28 of the Companies Act, the offer to be made by or on behalf
of Touchstone to acquire the entire issued and to be issued
ordinary share capital of Trinity and, where the context admits,
any subsequent revision, variation, extension or renewal of such
takeover offer
|
Third
Party
|
each of a central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body, court,
trade agency, association, institution, environmental body,
employee representative body or any other body or person whatsoever
in any jurisdiction
|
Touchstone
|
Touchstone Exploration Inc.
|
Touchstone
Depository Interests
|
the depository interests in respect of the Touchstone
Shares
|
Touchstone
Directors
|
the board of directors of Touchstone at the time of
this announcement or, where the context so requires, the directors
of Touchstone from time to time
|
Touchstone
Group
|
Touchstone and its subsidiary undertakings and, where
the context permits, each of them
|
Touchstone
Shareholders
|
the holders of Touchstone Shares
|
Touchstone
Shares
|
the common shares of no par value in the capital of
Touchstone
|
Trinidad
|
The Republic of Trinidad and Tobago
|
Trinity
|
Trinity Exploration & Production Plc
|
Trinity
Directors
|
the board of directors of Trinity at the time of this
announcement or, where the context so requires, the directors of
Trinity from time to time
|
Trinity
Galeota
|
Trinity Exploration and Production (Galeota) Limited,
a company amalgamated in Trinidad and Tobago with registered number
T7569(95)A whose registered office is at 3rd Floor,
Southern Supplies Limited Building, #40-44 Sutton Street, San
Fernando, in the island of Trinidad
|
Trinity
Group
|
Trinity and its subsidiary undertakings and, where
the context permits, each of them
|
Trinity Profit
Estimates
|
has the meaning given to it in paragraph 9 of this
announcement
|
Trinity Share
Plan
|
the Trinity Long-Term Incentive Plan adopted on 30
April 2013 as amended from time to time
|
Trinity
Shareholders or Shareholders
|
the holders of Trinity Shares
|
Trinity
Shares
|
the existing unconditionally allotted or issued and
fully paid ordinary shares of US$ 0.01 each in the capital of
Trinity and any further such ordinary shares which are
unconditionally allotted or issued before the Scheme becomes
effective
|
TSX
|
Toronto Stock Exchange
|
TSX Rules
|
the rules of the TSX as amended from time to time
|
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, the
District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof
|
US Exchange
Act
|
the US Securities Exchange Act 1934, as amended
|
Voting Record
Time
|
the time and date to be specified in the Scheme
Document by reference to which entitlement to vote at the Court
Meeting will be determined, expected to be 6.00 p.m. on the day
which is two Business Days before the date of the Court Meeting or
if the Court Meeting is adjourned, 6.00 p.m. on the day which is
two Business Days prior to the date of such adjourned meeting
|
Wider Trinity
Group
|
Trinity and associated undertakings and any other
body corporate, partnership, joint venture or person in which
Trinity and such undertakings (aggregating their interests) have a
Significant Interest
|
Wider Touchstone
Group
|
Touchstone and associated undertakings and any other
body corporate, partnership, joint venture or person in which
Touchstone and all such undertakings (aggregating their interests)
have a Significant Interest
|
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to "US$", "$" and "US Dollars" are to the lawful currency
of the United States.
All the times referred to in this announcement are
London times unless otherwise stated.
References to the singular include the plural and
vice versa.