TIDMTRIN
RNS Number : 9149Z
Trinity Exploration & Production
26 May 2021
RNS ANNOUNCEMENT: This announcement contains inside information
as stipulated under the UK version of the Market Abuse Regulation
No 596/2014 which is part of English Law by virtue of the European
(Withdrawal) Act 2018, as amended. On publication of this
announcement via a Regulatory Information Service, this information
is considered to be in the public domain.
Trinity Exploration & Production plc
("Trinity" or "the Group" or "the Company")
Proposed Capital Reorganisation, Publication of Annual Report
& Accounts and Notice of Annual General Meeting
Trinity, the independent E&P company focused on Trinidad and
Tobago, announces that its Annual Report and Accounts for the year
ended 31 December 2020 has been published and will be posted to
shareholders today.
A circular (the "Circular") to shareholders in connection with a
proposed capital reorganisation by the Company (the "Capital
Reorganisation"), and containing the notice convening the Company's
Annual General Meeting ("Annual General Meeting" or "AGM"), will
also be posted to shareholders today. Copies of the Annual Report
and Accounts and the notice of AGM (which forms part of the
Circular to Shareholders) are available on the Company's website at
www.trinityexploration.com . Capitalised terms in this announcement
have the same meaning as in the Circular.
Bruce Dingwall, CBE, Executive Chairman of Trinity,
commented:
"We are pleased to put the opportunity to shareholders to
approve a simplification of the Company's share capital, including
a capital reduction which would technically enable dividends to be
paid, or share buybacks to be undertaken, when it is considered
prudent to do so. Furthermore, the share consolidation aspect of
the reorganisation would reduce the current high number of shares
in issue, making investing in Trinity shares accessible to a wider
pool of investors."
Annual General Meeting
The AGM is to be held on Friday 18 June 2021 at 11.00 a.m.
outside the offices of Pinsent Masons LLP, Princes Exchange, 1 Earl
Grey Street, Edinburgh EH3 9AQ.
In light of the ongoing COVID-19 pandemic and current UK
Government and Scottish Government restrictions and public health
guidance, it is currently envisaged that the AGM will be run as a
closed meeting with the minimum number of Shareholders present to
ensure that the meeting is quorate. Shareholders are strongly
requested not to attend the meeting in person and Shareholders or
others attempting to attend the AGM in person may not be permitted
entry. Accordingly, all Shareholders are strongly encouraged to
submit their proxy vote, appointing the Chairman of the meeting as
their proxy, to ensure that their votes are registered.
The Company will continue to monitor the situation and issue
updates as necessary.
Investor Presentation
Following the AGM, the Company will be hosting a presentation
and Q&A through the digital platform Investor Meet Company at
14.00 on Friday 18 June 2021.
Investors can sign up to Investor Meet Company for free and add
to meet Trinity Exploration via the following link
https://www.investormeetcompany.com/trinity-exploration-production-plc/register-investor.
Capital Reorganisation (Capital Reduction following a Share
Consolidation and Sub-Division)
At the AGM, as detailed in the Circular, Shareholders will be
invited to approve a Capital Reorganisation that will simplify the
share capital structure of the Company. The proposals are subject,
inter alia, to Shareholder approval and, following their
implementation, will result in the Company having a single class of
Ordinary Shares in issue and distributable reserves which will
enable the Company to pay dividends, or effect share buybacks, when
it is considered prudent to do so.
The Capital Reorganisation will consist of three elements:
i. a Consolidation of every 10 Existing Ordinary Shares into one
Consolidated Ordinary Share;
ii. an immediate Sub-Division of each of those Consolidated
Ordinary Shares into one New Ordinary Share and one New Deferred
Share; and
iii. a Capital Reduction by way of both the cancellation of the
Existing Deferred Shares and the New Deferred Shares and the
cancellation of the Company's Share Premium Account.
Further details regarding the Share Consolidation, Sub-Division
and Capital Reduction
Share Consolidation and Sub-Division
The Company's issued share capital currently consists of
388,794,303 Existing Ordinary Shares and 94,799,986 Existing
Deferred Shares.
The proposed Consolidation seeks to reduce the high number of
Existing Ordinary Shares that are currently in issue. The Board
believes that the Consolidation will reduce the volatility and
spread of the Company's shares and make investing in the Company's
shares more attractive to a broader range of institutional
investors and other members of the investing public. The purpose of
the subsequent Sub-Division is to retain the nominal value of $0.01
each per New Ordinary Share, which is the current nominal value of
each of the Existing Ordinary Shares.
Accordingly, holders of Existing Ordinary Shares who are
registered on the Company's register of members at 6.00 p.m. on 18
June 2021 will, on the implementation of the Consolidation, hold
one Consolidated Ordinary Share of $0.10 each for every 10 Existing
Ordinary Shares of $0.01 each. Each Consolidated Ordinary Share
will then immediately be sub-divided into one New Ordinary Share of
$0.01 each and one New Deferred Share of $0.09 each.
It is proposed that the New Deferred Shares will then be
cancelled (as part of the Capital Reduction described below) whilst
the New Ordinary Shares will continue to remain in existence as the
voting share capital of the Company. As well as retaining the same
nominal value, each New Ordinary Share will carry the same rights
as set out in the Company's articles of association that currently
attach to the Existing Ordinary Shares.
As all Existing Ordinary Shares will be consolidated, each
Shareholder's percentage holding in the total issued voting share
capital of the Company immediately before and after the
implementation of the Consolidation and Sub-Division will (save in
respect of fractional entitlements) remain unchanged.
Fractional entitlements arising from the Consolidation will be
aggregated and sold in the market on behalf of the relevant
Shareholders as explained in the Circular.
Capital Reduction
The Circular sets out a proposal for the entire share premium
account of the Company to be cancelled. In addition, the entire
deferred share capital of the Company (comprising the Existing
Deferred Shares and the New Deferred Shares to be created as a
result of the Consolidation and Sub-Division as described above) is
also proposed to be cancelled. The effect of the proposed Capital
Reduction, if approved, will be to create a pool of distributable
reserves of the Company. This would enable the Company to make
distributions or other returns of value to its Shareholders in the
future, when it is considered prudent to do so and subject to the
Company's financial performance and compliance with law.
If the Capital Reorganisation as a whole is approved by
Shareholders at the AGM, the Capital Reduction element of the
Capital Reorganisation will then require the approval of the High
Court of Justice in England and Wales prior to becoming
effective.
Full details of the Capital Reorganisation are included in the
Circular along with an explanation as to why the Directors consider
this to be in the best interests of the Company and its
Shareholders.
Expected Timetable of Principal Events
The expected timetable of principal events is set out below. The
dates and times are indicative only and subject to change. Any
changes to the indicative timetable information will be notified by
a regulatory announcement.
Publication of the Circular Wednesday, 26
May 2021
Latest time and date for receipt of proxy vote, CREST Proxy Instruction or electronic proxy 11.00 a.m. on
appointment for use at the Annual General Meeting Wednesday, 16
June 2021
Annual General Meeting 11.00 a.m. on
Friday, 18 June
2021
Consolidation and Sub-Division Record Date 6.00 p.m. on Friday,
18 June 2021
Expected effective date of the Consolidation and Sub-Division Friday, 18 June
2021
Expected date of admission of New Ordinary Shares to trading on AIM 8.00 a.m. on Monday,
21 June 2021
Expected date CREST accounts are to be credited with New Ordinary Shares As soon as practicable
after 8.00 a.m.
on Monday, 21
June 2021
Expected date share certificates in respect of New Ordinary Shares are to be despatched to Wednesday, 30
non-CREST Shareholders June 2021
Expected date for final hearing and confirmation of the Capital Reduction by the Court Tuesday, 13 July
2021
Expected date for registration of Court order and effective date of the Capital Reduction On or around Wednesday,
14 July 2021
Admission of New Ordinary Shares to trading on AIM; new ISIN
Code and SEDOL number
Assuming Shareholder approval in respect of the Capital
Reorganisation is given at the AGM, the current ISIN (GB00B8JG4R91)
and SEDOL (B8JG4R9) in respect of the Company's Existing Ordinary
Shares will be disabled in CREST as at 6.00 p.m. on 18 June
2021.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. The ISIN code for the New Ordinary
Shares is GB00BN7CJ686 and the SEDOL number is BN7CJ68, and will
come into effect at the time the New Ordinary Shares are admitted
to trading on AIM, which is expected to be at 8.00 a.m. on, or
about, 21 June 2021.
Recommendation
The Directors consider the Capital Reorganisation and the
matters set out in the Resolutions to be in the best interests of
the Company and its Shareholders as a whole. Accordingly, the
Directors unanimously recommend Shareholders to vote in favour of
the Resolutions to be proposed at the AGM as they intend to do in
respect of their beneficial holdings amounting, in aggregate, to
87,982,520 Existing Ordinary Shares, representing approximately
22.63 per cent. of the existing issued ordinary share capital of
the Company as at the date of this announcement.
Further announcements will be made as appropriate.
-END-
Enquiries:
Trinity Exploration & Production Tel: +44 (0)131 240
Bruce Dingwall CBE, Executive Chairman 3860
Jeremy Bridglalsingh, Managing Director
Tracy Mackenzie, Corporate Development Manager
SPARK Advisory Partners Limited (Nominated Tel: +44 (0)20 3368
Adviser and Financial Adviser) 3550
Mark Brady
James Keeshan
Cenkos Securities PLC (Broker) Tel: +44 (0)20 7397
Neil McDonald 8900
Derrick Lee +44(0)131 220 6939
Walbrook PR Limited Tel: +44 (0)20 7933
Nick Rome/ Nicholas Johnson 8780
trinityexploration@walbrookpr.com
About Trinity
Trinity is an independent oil and gas exploration and 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. Trinity's portfolio
includes current production, significant near-term production
growth opportunities from low risk developments and multiple
exploration prospects with the potential to deliver meaningful
reserves/resources growth. The Company operates all of its nine
licences and, across all of the Group's assets, management's
estimate of 2P reserves as at the end of 2020 was 19.55 mmbbls.
Group 2C contingent resources are estimated to be 23.25 mmbbls. The
Group's overall 2P plus 2C volumes are therefore 42.80 mmbbls.
Trinity is quoted on the AIM market of the London Stock Exchange
under the ticker TRIN.
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END
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