Announcement • Nov 05
Lease Operators Limited completed the acquisition of Trinity Exploration & Production plc (AIM:TRIN).
Lease Operators Limited made an unsolicited, conditional non-binding proposal to acquire Trinity Exploration & Production plc (AIM:TRIN) for £26.4 million on July 17, 2024. Lease Operators Limited reached an agreement to acquire Trinity Exploration & Production plc (AIM:TRIN) on August 2, 2024. Under the terms of offer, Lease made a possible cash offer for the entire issued and to be issued share capital of Trinity at a price of 68.05 pence per Trinity Share. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Trinity and Scheme Shareholders pursuant to Part 26 of the Companies Act. Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive for each Scheme Share: 68.05 pence in cash. The Consideration per Scheme Share values the issued share capital of Trinity at approximately £26.4 million. The Trinity Directors also consider that the Acquisition is a material improvement for Trinity Shareholders over the Touchstone Offer and accelerates, without further capital investment, time or operational risk, the delivery of fair value to Trinity Shareholders. Lease Operators expects that the Trinity Shares will be cancelled from admission to trading on AIM shortly after completion of the Acquisition and that it will re-register Trinity as a private company. The group structure of Trinity will eventually no longer include any UK entities, and therefore Trinity's UK office and employees will no longer be required. Following completion of the Acquisition, Lease Operators intends to fully respect and safeguard the existing statutory and contractual rights of all employees in accordance with all applicable laws. The Consideration payable pursuant to the Acquisition will be funded from: existing cash resources of £1.5 million ($2 million) available to Lease Operators; and a debt financing facility of £25.7 million ($33 million) provided by Republic Bank Limited in Trinidad and Tobago ("Republic Bank") to Lease Operators pursuant to the terms of the facilities letter dated July 8, 2024 (the "Facility Letter") and postponement agreement dated July 23, 2024 (the "Postponement Agreement"). On 11 September 2024, Trinity and Lease Operators announced that the Trinidad and Tobago Fair Trading Commission had approved the Acquisition without conditions.
The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement, including, amongst other things: (i) The receipt of or waiver of regulatory and anti-trust clearances in Trinidad and Tobago including: a. approval from the Fair Trading Commission under section 14 of the Fair Trading Act; b. insofar as the Acquisition requires such confirmation the Minister having provided his consent to the Acquisition in a form and subject to conditions (if any) that are reasonably satisfactory to Lease Operators; c. the receipt of the Heritage Consents and Waivers; (ii) approval by the requisite majority of Voting Scheme Shareholders of the Scheme at the Court Meeting and sanction of the Scheme by the Court; (iii) approval by the requisite majority of Trinity Shareholders of the Resolution to be proposed at the General Meeting; and (iv) to the full terms and conditions of the Acquisition which will be set out in the Scheme Document. The Trinity Directors considered the offer to be in the best interests of Trinity Shareholders. Accordingly, the Trinity Directors intend to unanimously recommend that eligible Trinity Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting or, subject to the consent of the Panel, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer. The Acquisition is expected to become Effective in the fourth quarter of 2024, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in scheme document. As on October 30, 2024, Trinity is pleased to announce that at the Court Meeting and General Meeting, each held earlier today in connection with the Acquisition,the requisite majorities of Voting Scheme Shareholders voted in favour of the Scheme at the Court Meeting; and the requisite majority of Trinity Shareholders voted in favour of the Resolution at the General Meeting to give effect to the Scheme by, among other things, amending the articles of association of Trinity. As on November 4, 2024, Trinity and Lease Operators are pleased to announce that the Court has today issued the Court Order sanctioning the Scheme.
Tom Hughes and Tim Richardson of Houlihan Lokey UK Limited acted as financial advisor and provided fairness opinion to Trinity. James Joyce, Antonio Bossi , James Bavister and Isaac Hooper of Zeus Capital Limited acted as financial advisor to Lease Operators. Mark Brady and James Keeshan of SPARK Advisory Partners Limited acted as financial advisor to Trinity. RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Lease Operators on English law; Hobsons is acting as legal adviser to Lease Operators on Trinidad and Tobago law; Pinsent Masons LLP is acting as legal adviser to Trinity and The Legal Consultancy is acting as legal adviser to Trinity on Trinidad and Tobago law. Link Group acted as transfer agent to Trinity. Lease Operators Group paid the fees for Financing arrangements of £100,933, for Financial and corporate broking advice of £0.25 million, and for Legal advice of £535,554. Trinity paid the fees for Financial and corporate broking advice of £1,752,167, and for Legal advice of £836,220.
Lease Operators Limited completed the acquisition of Trinity Exploration & Production plc (AIM:TRIN) on November 5, 2024. Charles Anthony Brash Snr, Charles Anthony Brash Jr, David Brash and Daniel Brash have been appointed as directors of Trinity with effect from the Scheme becoming Effective. SPARK Advisory Partners Limited, the Company's Nominated Adviser will step down with effect from cancellation of admission to trading of Trinity shares on AIM. Admission to trading of Trinity shares on AIM will be cancelled with effect on November 6, 2024. At the request of the Company, trading on AIM for the under-mentioned securities was temporarily suspended from November 5, 2024.
