On 1 May 2024, the boards of directors of Trinity and Touchstone announced that they had reached agreement on the terms of a recommended all share 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"). Under the terms of the Acquisition, upon the Scheme becoming effective Trinity Shareholders will be entitled to receive 1.5 new Touchstone Shares for each Trinity Share held.
Trinity published a shareholder circular relating to the Scheme on 24 May 2024 (the "Scheme Document"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document, unless the context requires otherwise.
On 24 June 2024, Trinity announced that the requisite voting majorities to approve and give effect to the Scheme had been received at the Court Meeting and the General Meeting, each held that day.
On 28 June 2024, Trinty announced that all Regulatory and Antitrust Conditions, as set out in Part A of Part Three of the Scheme Document, had been satisfied.
The Acquisition remains subject, inter alia, to the Court's sanction of the Scheme at the Court Hearing.
Possible offer by Lease Operators
The board of directors of Trinity (the "Board") announces that on 17 July 2024 it received an unsolicited, conditional, non-binding, indicative proposal from Lease Operators, a company incorporated in Trinidad and Tobago, regarding a possible cash offer for the entire issued and to be issued share capital of Trinity at a price of 68.05 pence per Trinity Share (the "Lease Operators Proposal").
The Board notes that should a firm intention to make an offer pursuant to Rule 2.7 of the Code (a "Rule 2.7 Announcement") be announced on such terms, the Lease Operators Proposal would value the entire issued share capital of Trinity (excluding Trinity Shares held in Treasury) at approximately £26.5m and represent a premium of:
· 41.8 per cent. to the Closing Price of a Trinity Share of 48 pence on 24 July 2024 (being the date of this announcement);
· 89.0 per cent. to the unaffected price of a Trinity Share of 36 pence (being the Closing Price on 30 April 2024, the last Business Day prior to the announcement of the Acquisition);
· 71.0 per cent. to the volume-weighted average price of a Trinity Share of 39.8 pence for the 3-month period ending 30 April 2024 (being the last Business Day prior to the announcement of the Acquisition); and
· 39.6 per cent. to the implied value of a Trinity Share pursuant to the Acquisition based on the Closing Price of a Touchstone Share of 32.5 pence on 24 July 2024 (being date of this announcement).
The Lease Operators Proposal states that the making of a Rule 2.7 Announcement is conditional upon, amongst other things, the completion of satisfactory confirmatory due diligence on Trinity by Lease Operators and a unanimous recommendation from the Board (the "Pre-Conditions"). Lease Operators has informed the Board that the Pre-Condition relating to its recommendation is not waivable but the Pre-Condition relating to due diligence is waivable.
This announcement does not constitute a firm intention by Lease Operators to make an offer for Trinity. The Board emphasises that there can be no certainty that any firm offer for Trinity from Lease Operators will be forthcoming (even if the Pre-Conditions are satisfied or waived).
Rescheduled Court Hearing relating to the Scheme and consideration of the Lease Operators Proposal
In light of the indicative terms of the Lease Operators Proposal and recognising that the Court Hearing to sanction the Scheme is imminent and scheduled for 31 July 2024, the Board has decided to reschedule the Court Hearing to the next available date, being 23 August 2024 (the "Re-scheduled Court Hearing"), in order to provide additional time for the Lease Operators Proposal to be advanced and evaluated.
The Board highlights that Touchstone will have the ability to invoke Condition 2.3 (ii) of Part A of Part Three of the Scheme Document on the day prior to the Rescheduled Court Hearing if it so chooses.
Code Notices
Any offer for Trinity is governed by the Code. In accordance with Paragraph 4(c) of Appendix 7 of the Code, the Panel Executive will announce the deadline by which Lease Operators must clarify its intentions in relation to Trinity.
In accordance with Rule 2.5 of the Code and to the extent that Trinity declares, makes or pays any dividend or distribution or other payment or return of capital to Trinity Shareholders following the time of this announcement, Lease Operators reserves the right to make an equivalent reduction to the terms of the consideration payable under the Lease Operators Proposal. In such circumstances Trinity Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital or value to which they are entitled.
This announcement has been made with the consent of Lease Operators.
The Board will issue a further statement when appropriate. Trinity Shareholders are advised to take no action at this time.
