On 1 May 2024, the boards of directors of Trinity and Touchstone announced that they had reached agreement on the terms of a recommended acquisition of the entire issued, and to be issued, share capital of Trinity by Touchstone (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms used but not defined in this announcement have the meanings given to them in the shareholder circular relating to the Scheme published by Trinity on 24 May 2024 (the "Scheme Document"), unless the context requires otherwise.
On 21 June 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.
On 24 June 2024, Trinity announced that 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.
On 25 June 2024, Trinity announced that Heritage had provided its written consent to the Acquisition and had not exercised any pre-emptive rights under the JOAs and that, as a result, Conditions 3(c) and 3(d) as set out in Part A of Part Three of the Scheme Document had been satisfied.
Trinity and Touchstone are today pleased to announce that the Trinidad and Tobago Commission has approved the Acquisition without conditions. As a result, Condition 3(f), and all Regulatory and Antitrust Conditions, as set out in Part A of Part Three of the Scheme Document, have now been satisfied.
The Acquisition remains subject to the satisfaction or waiver (where capable of being waived) of the remaining Conditions to the Acquisition as set out in Part Three of 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 31 July 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.
