2024/15
TRINITY EXPLORATION & PRODUCTION PLC
("TRINITY")
TOUCHSTONE EXPLORATION INC.
("TOUCHSTONE")
LEASE OPERATORS LIMITED ("LEASE
OPERATORS")
On 1 May 2024, the boards of Trinity and
Touchstone announced that they had reached agreement on the terms
of a recommended all share offer pursuant to which Touchstone would
acquire the entire issued and to be issued share capital of Trinity
(the "Touchstone Offer"), to be implemented by means of a scheme of
arrangement.
On 24 May 2024, Trinity published a scheme
circular in relation to the Touchstone Offer. That circular
included notice of the shareholder meetings to approve the
Touchstone Offer, which were convened for 24 June 2024 (the
"Shareholder Meetings").
On 24 June 2024, the Shareholder Meetings were
held and Trinity announced that the requisite majorities of
shareholders had voted in favour of the relevant resolutions
proposed at the Shareholder Meetings.
On 28 June 2024, Trinity announced that all
regulatory and anti-trust conditions related to the Touchstone
Offer had been satisfied and that the court hearing to sanction the
Touchstone Offer was being scheduled for 31 July 2024.
On 24 July 2024, Trinity announced that it had
received an approach from a potential competing offeror, Lease
Operators, and that it was rescheduling the court hearing to
sanction the Touchstone Offer to 23 August 2024 (the "Rescheduled
Court Hearing").
Pursuant to Section 4 of Appendix 7 of the
Takeover Code, the Panel Executive has ruled that, unless the
Executive consents otherwise, Lease Operators must by 5.00pm on 16
August 2024, being the seventh day prior to the Rescheduled Court
Hearing, either announce a firm intention to make an offer for
Trinity under Rule 2.7 of the Takeover Code or announce that it
does not intend to make an offer for Trinity. This deadline will
cease to apply if, before that time, a third party other than Lease
Operators has announced a firm intention to make an offer for
Trinity under Rule 2.7.
Each of Trinity, Touchstone and Lease Operators
has accepted this ruling.
25 July 2024