Announcement • Aug 02
Touchstone Exploration Inc. (TSX:TXP) cancelled the acquisition of Trinity Exploration & Production plc (AIM:TRIN) from group of shareholders.
Touchstone Exploration Inc. (TSX:TXP) made an unsolicited, conditional non-binding proposal to acquire Trinity Exploration & Production plc (AIM:TRIN) from group of shareholders on November 23, 2023. Touchstone Exploration reached agreement to acquire Trinity Exploration & Production from group of shareholders for £24.1 million on May 1, 2024. Under the terms of the Acquisition, Trinity Shareholders shall be entitled to receive for each Trinity Share 1.5 New Touchstone Shares. 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% of the share capital of the Combined Group. The Acquisition represents an implied value of £0.619 per Trinity Share, valuing the entire issued share capital of Trinity at approximately £24.1 million. 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% of Trinity's issued ordinary share capital as at April 30, 2024 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. 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. The Acquisition is also subject to the receipt or waiver of anti-trust clearances in Trinidad and Tobago; the receipt of the following consents or waivers from Heritage 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; 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, the acceptance by Toronto Stock Exchange ("TSX") of the listing of the Touchstone Shares issuable pursuant to the Acquisition on customary post-closing conditions; Acquisition requires such approval, the Government of the Republic of Trinidad and Tobago Ministry of Energy and Energy Industries having provided consent to the Acquisition in a form and subject to conditions (if any) that are reasonably satisfactory to Touchstone; and 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. Acquisition is expected to become Effective before the end of Q3 2024. As on June 24, 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 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. The Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme at the Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies. The Court Hearing is currently scheduled for July 31, 2024, and Trinity will inform Shareholders of any changes to the date and time, by issuing an announcement through a Regulatory Information Service. The Scheme is expected to become Effective in August, 2024. As of June 21, 2024, Trinity and Touchstone announced that the Minister had confirmed that the Acquisition did not require his consent to proceed and that, as a result, Condition 3(e) as set out in Part A of Part Three of the Scheme Document had been satisfied. As on June 25, 2024, Trinity and Touchstone are today pleased to announce that Heritage has provided its written consent to the Acquisition and has not exercised any pre-emptive rights under the JOAs. As a result, Conditions set out in Part A of Part Three of the Scheme Document have now been satisfied. June 28, 2024, Trinidad and Tobago Commission has approved the Acquisition without conditions. As a result, Condition, and all Regulatory and Antitrust Conditions, Part Three of the Scheme Document, have now been satisfied. The transaction is subject to the completion of satisfactory confirmatory due diligence. The Scheme is expected to become Effective in August 2024. The board of directors of Trinity (the "Board") announces that on 17 July 2024 it received an unsolicited, conditional, non-binding, indicative proposal from Lease Operators, a company incorporated in Trinidad and Tobago, regarding 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. The Board has decided to reschedule the Court Hearing to the next available date, being 23 August 2024 (the "Re-scheduled Court Hearing"), in order to provide additional time for the Lease Operators Proposal to be advanced and evaluated.
Houlihan Lokey provided fairness opinion to Trinity Directors. Daniel Bush, Toby Gibbs, and Tom Knibbs of Shore Capital acting as lead Financial Adviser, Nominated Adviser and Joint Corporate Broker; Adam James and Ana Ercegovic Canaccord Genuity Limited acting as Co-Financial Adviser, and Joint Corporate Broker and Norton Rose Fulbright LLP is acting as legal adviser to Touchstone. Tom Hughes and Tim Richardson of Houlihan Lokey UK Limited acting as Financial Adviser and Mark Brady and James Keeshan of SPARK Advisory Partners Limited acting as Nominated Adviser, Pinsent Masons LLP is acting as legal adviser and Link Market Services Limited is the Registrar to Trinity.
Touchstone Exploration Inc. (TSX:TXP) cancelled the acquisition of Trinity Exploration & Production plc (AIM:TRIN) from group of shareholders on August 2, 2024. The Trinity Directors have withdrawn their recommendation of the Touchstone Offer with immediate effect and intend to postpone indefinitely the Court sanction hearing in respect of the Touchstone Offer which has been rescheduled to 23 August 2024.