NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
5
August 2024
ALL SHARE
OFFER
for
Trinity Exploration &
Production Plc ("Trinity")
by
Touchstone Exploration Inc.
("Touchstone")
Statement regarding Lease
Operators offer for Trinity and update on Irrevocable Undertakings
and Letter of Intent
CALGARY, ALBERTA - Touchstone notes
the announcement by Lease Operators Limited ("Lease Operators") and
Trinity of a recommended offer by Lease Operators for the entire
issued and to be issued share capital of Trinity (the "Lease
Operators Offer"), which is intended to be
implemented by way of a Court-sanctioned scheme of arrangement
pursuant to Part 26 of the Companies Act (the "Lease Operators
Scheme").
Touchstone is considering its
position and urges Trinity Shareholders to take no action in
response to the announcement by Lease Operators and
Trinity.
Irrevocable undertakings summary
The board of directors of Touchstone
(the "Touchstone Board") notes that prior to the announcement of
the all share offer by Touchstone on 1 May 2024 (the "Touchstone
Offer"), Touchstone received Irrevocable Undertakings in respect of
a total of 15,083,344 Trinity Shares representing, in aggregate,
approximately 38.9 percent of Trinity's ordinary share capital in
issue (excluding any Trinity Shares held in treasury). The
necessary resolutions to approve the scheme of arrangement proposed
by Trinity to implement the Touchstone Offer (the "Touchstone
Scheme") were approved by majorities of over 99 percent of
shareholders voting at both the Trinity Court Meeting and General
Meeting.
The terms of the Irrevocable
Undertakings were summarised in both the announcement on 1 May 2024
and the shareholder circular relating to the Touchstone Scheme
published by Trinity on 24 May 2024 (the "Touchstone Scheme
Document"), and that summary is reproduced in full in the Annex to
this announcement. The Irrevocable Undertakings themselves are
available online at: https://www.touchstoneexploration.com/trinity-acquisition
In
particular, Touchstone draws the attention of Trinity Shareholders
to the fact that, as the Trinity Court Meeting and General Meeting
have both taken place, the Irrevocable Undertakings remain binding
regardless of the Lease Operators Offer unless the Touchstone
scheme lapses or is withdrawn. A
summary of the circumstances in which the Irrevocable Undertakings
would cease to have effect is included in the Annex to this
announcement.
Touchstone notes that the terms of the Irrevocable
Undertakings oblige those Trinity Shareholders and Trinity
Directors who gave Irrevocable Undertakings to vote against the
Lease Operators Scheme. As long as the Irrevocable Undertakings
remain binding, the statutory majorities required for shareholder
approval of the Lease Operators Scheme would not be capable of
being met and the Lease Operators Scheme would not, therefore, be
capable of becoming effective.
Receipt of Letter of Intent in Support of Touchstone's
Offer
Touchstone further announces that it
has received a letter of intent from Andrew Byles in respect of a
total of 1,000,000 Trinity Shares, representing approximately 2.58
per cent. of the ordinary share capital of Trinity (excluding any
Trinity Shares held in treasury) (the "Letter of Intent"), which
confirms:
i. that he remains
fully supportive of the Touchstone Offer;
ii. that he
intends to vote against any resolution put to Trinity shareholders
to approve the Lease Operators Offer and / or any other shareholder
resolution to approve, implement or facilitate the Lease Operators
Offer (or any other resolution which may delay, impede or frustrate
the Touchstone Offer); and
iii. that, if the Lease
Operators Offer were to be revised so as to be implemented by means
of a contractual takeover offer, it would also be his intention not
to accept the Lease Operators Offer.
When taken together with the Irrevocable Undertakings, this
brings the total number of Trinity Shares subject to Irrevocable
Undertakings and the Letter of Intent to 16,083,344 Trinity Shares,
representing approximately 41.45 per cent. of the ordinary share
capital of Trinity in issue on 2 August 2024 (being the latest
practicable date prior to this announcement
and excluding any
Trinity Shares held in treasury).
As highlighted by the Trinity Board
and in Touchstone's announcement on 25 July 2024, Touchstone notes
that it will have the ability to invoke Condition 2.3 (ii) of Part
A of Part Three of the Touchstone Scheme Document and lapse the
Scheme on 22 August 2024, being the 22nd day following
the date of the original Court Hearing date of 31 July 2024, if it
so chooses. In such circumstances, the Irrevocable Undertakings
would also cease to have effect.
A further announcement will be made
by Touchstone in due course, as and when appropriate.
Capitalised terms used but not
defined in this announcement have the meanings given to them in the
Touchstone Scheme Document.
Enquiries:
Touchstone Exploration Inc.
Paul Baay, President and Chief
Executive
Officer
Tel: +1 (403) 750-4487
Scott Budau, Chief Financial
Officer
Brian Hollingshead, Vice President
Engineering and Business Development
Shore Capital (Lead Financial Adviser, Nominated Advisor and
Joint Broker)
Daniel Bush / Toby Gibbs / Tom
Knibbs
Tel: +44 (0) 207 408 4090
Canaccord Genuity (Co-Financial Adviser and Joint
Broker)
Adam James / Charlie
Hammond
Tel: +44 (0) 207 523 8000
Important notices
Shore Capital & Corporate
Limited and Shore Capital Stockbrokers Limited (either individually
or collectively "Shore Capital") which are authorised and regulated
by the Financial Conduct Authority in the United Kingdom, are
acting exclusively as lead financial adviser and joint corporate
broker for Touchstone and for no-one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Touchstone for providing the protections afforded
to clients of Shore Capital, or for providing advice in relation to
the Acquisition or any other matter referred to herein. Neither
Shore Capital & Corporate Limited nor Shore Capital
Stockbrokers Limited, nor any of their subsidiaries or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Shore
Capital in connection with this announcement, any statement
contained herein or otherwise.
Canaccord Genuity Limited
("Canaccord Genuity"), which is authorised and regulated in the UK
by the FCA, is acting as co-financial adviser and joint corporate
broker to Touchstone and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone
other than Touchstone for providing the protections afforded to
clients of Canaccord Genuity or for providing advice in relation to
contents of this announcement or any other matters referred to in
this announcement. Neither Canaccord Genuity nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
Further information
This announcement is for information
purposes only and is not intended to and does not constitute, or
form part of, any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in relation
to the Acquisition or the Scheme or otherwise, in any jurisdiction
in which such offer, invitation or solicitation is
unlawful.
This announcement has been prepared
for the purpose of complying with the laws of England and Wales and
the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside of
England and Wales.
Nothing in this announcement should
be relied on for any other purpose.
Touchstone urges Trinity
Shareholders to read the Touchstone Scheme Document because it
contains important information relating to the
Acquisition.
This announcement does not
constitute a prospectus or prospectus exempted document.
Overseas Shareholders
The availability of the Acquisition
to Trinity Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are resident. Any person outside the United Kingdom or who are
subject to the laws and/regulations of another jurisdiction should
inform themselves of, and should observe, any applicable legal
and/or regulatory requirements.
The release, publication or
distribution of this announcement in or into or from jurisdictions
other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, such restrictions. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by
Touchstone or required by the Code and permitted by applicable law
and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or form (including, without limitation,
facsimile, email or other electronic transmission, telex or
telephone) within any Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this announcement, the
Touchstone Scheme Document and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this document and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must observe these restrictions and must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. Doing so may render invalid any purported vote in
respect of the Acquisition.
Publication on Website
In accordance with Rule 26.1 of the
Code a copy of this announcement and the Letter of Intent will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on the investor
relations section of Touchstone's website at
https://www.touchstoneexploration.com/trinity-acquisition/
by no later than 12.00 noon (London time) on the
business day immediately following this announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Annex - Irrevocable
Undertakings summary extracted from the Touchstone Scheme
Document
The Touchstone Scheme Document
contained the following summary of the Irrevocable
Undertakings:
Trinity Director irrevocable
undertakings in respect of Trinity Shares
The following holders or controllers
of Trinity Shares have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting and, if Touchstone exercises its
right to implement the Acquisition by way of a Takeover Offer, to
accept or procure acceptance of such offer:
Name
of Trinity Director
|
Number of Trinity Shares in
respect of which undertaking is given
|
Percentage of Trinity issued
share capital (excluding Trinity Shares held in treasury) as at 30
April 2024
|
Jeremy Bridglalsingh
|
319,463
|
0.8%
|
James Menzies
|
115,000
|
0.3%
|
Nicholas Clayton
|
30,000
|
0.1%
|
TOTAL
|
464,463
|
1.2%
|
These irrevocable undertakings also
extend to any shares acquired by the Trinity Directors as a result
of the vesting of awards or the exercise of options under the
Trinity Share Plan. The obligations of the Trinity Directors under
the irrevocable undertakings shall lapse and cease to have effect
on and from the following occurrences:
i. the Panel
consents to Touchstone not proceeding with the
Acquisition;
ii. the
Acquisition lapses or is withdrawn or does not become effective by
the Long-stop Date, provided that this shall not apply where the
Acquisition is withdrawn as a result of Touchstone exercising its
right to implement the Acquisition by way of a Takeover Offer
rather than by way of Scheme and such Takeover Offer has not lapsed
or been withdrawn); or
iii. any competing offer
for the entire issued and to be issued share capital of Trinity is
declared unconditional or, if proceeding by way of a scheme of
arrangement, becomes effective.
The irrevocable undertakings
therefore remain binding in the event an alternate or higher
competing possible offer or offer is made for Trinity.
Additional Shareholder
irrevocable undertakings in respect of Trinity
Shares
The following persons have given
irrevocable undertakings which include undertakings to vote, or
procure a vote, in favour of the Scheme at the Court Meeting and
the Resolution relating to the Acquisition at the General Meeting,
or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept or procure the acceptance of such
Takeover Offer, in respect of the following Trinity
Shares:
Name
of Trinity Shareholder giving undertaking
|
Number of Trinity Shares in
respect of which undertaking is given
|
Percentage of Trinity issued
share capital (excluding Trinity Shares held in treasury as at 30
April 2024
|
Angus Winther
|
3,113,299
|
8.0%
|
Gavin White
|
2,914,748
|
7.5%
|
CS Living Trust
|
1,985,414
|
5.1%
|
David A. Segel Trust
|
1,985,414
|
5.1%
|
Jan-Dirk Lueders
|
1,498,855
|
3.9%
|
Bruce Dingwall Trust
|
1,464,374
|
3.8%
|
Scott Casto
|
1,463,374
|
3.8%
|
CMT Investments LLC*
|
111,460
|
0.3%
|
Segel Children's Trust
|
81,943
|
0.2%
|
TOTAL
|
14,618,881
|
37.7%
|
*Held jointly by Jan-Dirk
Lueders and Scott Casto through CMT Investments
LLC
The irrevocable undertakings shall
lapse and cease to have effect if:
i. the Panel
consents to Touchstone not proceeding with the
Acquisition;
ii. the
Acquisition lapses or is withdrawn or does not become effective by
the Long-stop Date, provided that this shall not apply where the
Acquisition is withdrawn as a result of Touchstone exercising its
right to implement the Acquisition by way of a Takeover Offer
rather than by way of Scheme and such Takeover Offer has not lapsed
or been withdrawn); or
iii. any person other
than Touchstone (or any person acting in concert with Touchstone)
announces either:
a. a competing offer for
the entire issued and to be issued share capital of Trinity which
is wholly in cash in an amount which is equal to or more than the
value of the Acquisition; or
b. a competing offer for
the entire issued and to be issued share capital of Trinity, if not
wholly in cash, on terms which represents (in the reasonable
opinion of Shore Capital) an improvement of 20 per cent. or more on
the value of the Acquisition,
in each case prior to the date of
the Court Meeting and the General Meeting; or
c. any competing offer
for the entire issued and to be issued share capital of Trinity is
declared unconditional or, if proceeding by way of a scheme of
arrangement, becomes effective.