On 2 August 2024, the boards of directors of Trinity and Lease Operators announced, in accordance with Rule 2.7 of the Takeover Code, (the "Rule 2.7 Announcement") that they had reached agreement on the terms of a recommended cash acquisition for the entire issued, and to be issued, share capital of Trinity by Lease Operators at a price of 68.05 pence per Trinity Share (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Update on Regulatory Conditions
On 15 August 2024, Trinity and Lease Operators announced that the Minister had confirmed that the Acquisition did not require his consent to proceed. As a result, Condition 3(c) as set out in Part 1 of Appendix 1 of the Rule 2.7 Announcement had been satisfied.
On 20 August 2024, Trinity and Lease Operators announced that Heritage had provided its written consent to the Acquisition and not exercised any pre-emptive rights under the JOAs. As a result, Conditions 3(a) and 3(b) as set out in Part 1 of Appendix 1 of the Rule 2.7 Announcement had been satisfied.
Trinity and Lease Operators are pleased to announce today that the Trinidad and Tobago Fair Trading Commission has approved the Acquisition without conditions. As a result, Condition 3(d), and all Regulatory and Antitrust Approvals, as set out in Part 1 of Appendix 1 of the Rule 2.7 Announcement, have now been satisfied.
The Acquisition remains subject to certain other Conditions, including the approval of Trinity Shareholders at the Court Meeting and General Meeting, the Court's sanction of the Scheme at the Court Hearing, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition.
On 23 August 2024, the Trinity Directors announced that they had sought and received the consent of the Panel to delay the publication of the shareholder circular relating to the Acquisition and the Scheme (the "Scheme Document") to allow for coordination with the expected receipt of remaining regulatory approvals relating to the Acquisition and agreement of a Court approved timetable for the Scheme.
Trinity Shareholders will be advised of the timetable for the Acquisition, including the publication of the Scheme Document, as soon as practicable by the issuance of an announcement by Trinity through a Regulatory Information Service.
Extension to the Long Stop Date relating to the Acquisition
The Rule 2.7 Announcement noted that the Acquisition would be subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to the Rule 2.7 Announcement on or before 29 January 2025 (the "Long Stop Date") or such later date as Lease Operators and Trinity might, with the consent of the Panel, agree.
Trinity today announces that it has agreed to a request from Lease Operators to extend the Long Stop Date to 31 March 2025 (the "Revised Long Stop Date"). Lease Operators has informed Trinity that the Panel has consented to the Revised Long Stop Date.
The Revised Long Stop Date will be reflected in the Scheme Document as and when it is published.
Defined terms used but not defined in this Announcement shall have the meaning given to them in the Rule 2.7 Announcement.
