TIDMTRIN
RNS Number : 4954R
Trinity Exploration & Production
09 December 2016
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014). IN ADDITION,
MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN
THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF EXISTING ORDINARY SHARES, NEW ORDINARY
SHARES OR CONVERTIBLE LOAN NOTES.
Unless otherwise defined, capitalised terms used in this
Announcement have the same meaning as set out in the Fundraising
announcement issued by the Company earlier today.
9 December 2016
TRINITY EXPLORATION & PRODUCTION PLC
("Trinity" or "the Group" or "the Company")
RESULTS OF FUNDRAISING
The Board of Trinity is pleased to announce that as part of the
proposed Fundraising announced earlier today, a total of
187,600,000 Placing Shares were successfully conditionally placed
with investors at a price of 4.98 pence per Placing Share, raising
approximately US$11.725 million (approximately GBP9.3 million) in
aggregate before expenses. In addition, certain investors have
conditionally subscribed for Convertible Loan Notes for an
aggregate subscription price of US$3.275 million (approximately
GBP2.6 million).
As noted in the announcement made this morning, the proceeds of
the Fundraising will be applied toward the payments to creditors
under the Creditors Proposal and the Settlement Agreements, certain
one-off restructuring and infrastructure costs to ensure the
integrity of production operations going forward, and the
re-initiation of drilling activities with an initial programme of
four new onshore wells.
As further noted, the Fundraising is conditional on, inter alia:
(i) the Creditors Proposal becoming effective; (ii) the Settlement
Agreements becoming effective; and (iii) the passing of the
Shareholder Resolutions by the requisite majority of the Company's
Shareholders.
A Circular to Shareholders containing details of the Fundraising
and convening the General Meeting to consider the Shareholder
Resolutions will be posted as soon as practicable which is expected
to be on or around 13 December 2016. It is expected that the
General Meeting will be held on or around 29 December 2016.
The Circular will contain a unanimous recommendation from the
Directors of the Company to vote in favour of the Shareholder
Resolutions. The Directors have irrevocably undertaken to vote or
procure the voting in favour of the Shareholder Resolutions in
respect of the 10,792,919 Existing Ordinary Shares they control,
representing approximately 11.4 per cent. of the existing issued
ordinary share capital of the Company. In addition, certain other
shareholders have irrevocably undertaken to vote or procure the
voting in favour of the Shareholder Resolutions in respect of the
13,019,846 Existing Ordinary Shares they control, representing
approximately 13.7 per cent. of the existing issued ordinary share
capital of the Company. In aggregate, the Company has received
irrevocable undertakings to vote in favour of the Shareholder
Resolutions in respect of 23,812,765 Existing Ordinary Shares,
representing approximately 25.1 per cent. of the existing issued
ordinary share capital of the Company
Subject to the Shareholder Resolutions being passed at the
General Meeting and following satisfaction of all other conditions
(including, without limitation, the Creditors Proposal becoming
effective, the Settlement Agreements becoming effective and the
Placing Agreement becoming unconditional in all respects (and not
having terminated in accordance with its terms)), application will
be made to the London Stock Exchange for the Placing Shares to be
admitted to trading on AIM. It is expected that Admission will
become effective in January following approval of the Creditors
Proposal by the High Court of Trinidad and Tobago.
The Placing Shares will, when issued, rank pari passu in all
respects with the New Ordinary Shares, including the right to
receive dividends and other distributions declared following
Admission.
Immediately following completion of the Fundraising, the
Company's issued ordinary share capital will consist of 282,399,986
New Ordinary Shares. The Placing Shares will represent
approximately 66.4 per cent of the total issued ordinary share
capital in the Company.
Related Party Transactions
Bruce Dingwall has conditionally subscribed for 6,400,000
Placing Shares at the Placing Price. Following completion of the
Fundraising, Mr Dingwall's holding of 12,215,498 New Ordinary
Shares will represent approximately 4.3 per cent. of the enlarged
issued ordinary share capital of the Company.
The David and Christina Segel Living Trust has conditionally
subscribed for 22,657,015 Placing Shares at the Placing Price and
US$583,937 for Convertible Loan Notes in the Fundraising. The David
and Christina Segel Living Trust holds more than 10 per cent. of
the Existing Ordinary Shares as at the date of this Announcement
and accordingly the David and Christina Segel Living Trust
participation in the Fundraising is considered a related party
transaction under the AIM Rules. Following completion of the
Fundraising, the David and Christina Segel Living Trust's aggregate
holding will represent approximately 12.0 per cent. of the enlarged
issued ordinary share capital.
The independent director (being Jonathan Murphy, who is not
participating in the Fundraising) considers, having consulted with
SPARK Advisory Partners Limited (the Company's nominated adviser),
that the terms of the Placing and Subscription and the Convertible
Loan Notes Subscription are fair and reasonable in so far as the
Shareholders are concerned and that the participation of Mr
Dingwall and David and Christina Segel Living Trust in the Placing
and Subscription and/or the Convertible Loan Notes Subscription (as
appropriate) is fair and reasonable in so far as the Shareholders
are concerned.
Enquiries:
Trinity Exploration & Production Tel: +44 (0)
Bruce Dingwall, Executive Chairman 131 240 3860
Tracy Mackenzie, Head of Corporate
Development
SPARK Advisory Partners Limited Tel: +44 (0)
(NOMAD & Financial Adviser) 203 368 3550
Mark Brady
Miriam Greenwood
Sean Wyndham-Quin
Cantor Fitzgerald Europe (Broker) Tel: +44 (0)
David Porter 207 894 7000
Sebastian Maurin
Craig Francis
IMPORTANT NOTICE
This Announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
Announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this Announcement or on its accuracy or completeness. The
information in this Announcement is subject to change.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended) ("FSMA").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America
("United States" or "US"). This Announcement is not an offer of
securities for sale into the United States. The securities referred
to herein (including for the avoidance of doubt the Existing
Ordinary Shares, the New Ordinary Shares and the Convertible Loan
Notes) have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
This Announcement is not for release, publication or
distribution, directly or indirectly, in whole or in part, in, into
or from the United States, Australia, Canada, Japan, the Republic
of Ireland or the Republic of South Africa or any other
jurisdiction in which such publication, release or distribution
would be unlawful (a "Prohibited Jurisdiction"). This Announcement
and the information contained herein are not for release,
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
SPARK Advisory Partners Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no-one else in connection with the Fundraising
and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Fundraising and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Fundraising, or any other matter referred
to herein. Its responsibilities as the Company's nominated adviser
under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed to the London Stock Exchange and the Company and
not to any other person in respect of his decision to acquire
Existing Ordinary Shares, New Ordinary Shares or Convertible Loan
Notes in reliance on any part of this Announcement. Its
responsibilities as the Company's financial adviser are owed to the
Company and not to any other person. No representation or warranty,
express or implied, is made by SPARK Advisory Partners Limited as
to any of the contents of this Announcement.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the
Company and no-one else in connection with the Fundraising and will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Fundraising and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Fundraising, or any other matter referred to
herein. Its responsibilities as the Company's bookrunner are owed
to the Company and not to any other person in respect of their
decision to acquire Existing Ordinary Shares, New Ordinary Shares
or Convertible Loan Notes in reliance on any part of this
Announcement. No representation or warranty, express or implied, is
made by Cantor Fitzgerald Europe as to any of the contents of this
Announcement.
In this Announcement, references to "pounds sterling", "GBP",
"pence" and "p" are to the lawful currency of the United Kingdom.
References to "US dollars", "US$" and "cents" are to the lawful
currency of United States of America. Unless otherwise stated, the
basis of translation of US dollars into pounds sterling for the
purposes of inclusion in this document is GBP1.00/US$1.256 (being
the prevailing exchange rate as at 4:30pm (GMT) on 8 December 2016,
being the last practicable date before publication of this
Announcement).
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFMMGZVLLGVZM
(END) Dow Jones Newswires
December 09, 2016 11:39 ET (16:39 GMT)
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