The Trinity Directors note the update statement released by Touchstone Exploration Inc. ("Touchstone") on 5 August 2024 regarding the status of its offer for Trinity (the "Touchstone Offer").
On 2 August 2024 Lease Operators Limited ("Lease Operators") announced a recommended cash offer for Trinity at a price 68.05 pence per Trinity Share (the "Lease Operators Acquisition") pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7 Announcement"). Capitalised terms used but not defined in this announcement have the same meaning given to them in the Rule 2.7 Announcement unless the context requires otherwise.
The Trinity Directors consider that the Lease Operators Acquisition provides Trinity Shareholders with an opportunity to realise a certain valuation in cash at a significant premium to the unaffected prevailing price, which reflects the current strength and future potential of Trinity. The Trinity Directors also consider that the Lease Operators Acquisition is a material improvement for Trinity Shareholders over the Touchstone Offer and accelerates, without further capital investment, time or operational risk, the delivery of fair value to Trinity Shareholders.
Accordingly, the Trinity Directors intend unanimously to recommend that eligible Trinity Shareholders vote in favour of the Lease Operators Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting or, subject to the consent of the Takeover Panel, in the event that the Lease Operators Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer.
The Trinity Directors withdrew their recommendation of the Touchstone Offer with immediate effect on 2 August 2024 and have postponed indefinitely the Court sanction hearing in respect of the Touchstone Offer.
The Trinity Directors are intently focused on seeking the best outcome for Trinity Shareholders through this process, and encourage Touchstone to engage with them in pursuit of this aim.
Irrevocable Undertakings in respect of the Touchstone Offer
The Trinity Directors note the statement by Touchstone regarding the Irrevocable Undertakings it has in support of the Touchstone Offer.
The Trinity Directors also note that whilst the Irrevocable Undertakings currently remain binding, they will lapse in specified circumstances, in particular if the Touchstone Offer lapses or is withdrawn or does not become effective by the Long-stop Date.
As previously highlighted by the Trinity Directors and by Touchstone, Touchstone will have the ability to invoke Condition 2.3 (ii) of Part A of Part Three of the Touchstone Scheme Document and lapse the Touchstone Offer on 22 August 2024, being the 22nd day following the date of the original Court Hearing of 31 July 2024, if it so chooses. In such circumstances, the Irrevocable Undertakings would cease to have effect.
A further announcement will be made by Trinity in due course, as and when appropriate.
Nick Clayton, Chairman of Trinity, commented:
"Whilst unusual, the competitive nature of this situation is welcomed by the Trinity Directors as we endeavour to secure the best possible outcome for Trinity Shareholders through this process. We believe that the Lease Operators Acquisition is a material improvement for Trinity Shareholders over the Touchstone Offer and accelerates, without further capital investment, time or operational risk, the delivery of fair value to Trinity Shareholders."
