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Offer for Trinity Exploration & Production Plc Waiver of Condition and Offer Declared Final
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTIO...
About this update from Touchstone Exploration Inc
[{"type":"text","content":"Offer for Trinity Exploration & Production Plc Waiver of Condition and Offer Declared FinalNOT 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 JURISDICTIONTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATIONALL SHARE OFFER for Trinity Exploration & Production Plc (\"Trinity\") by Touchstone Exploration Inc. (\"Touchstone\")Waiver of Condition and Offer Declared Final CALGARY, AB / ACCESSWIRE / August 21, 2024 / The board of directors of Touchstone (the \"Touchstone Board\") announces that, further to Touchstone's announcement on 5 August 2024:the Touchstone Board has waived Condition 2.3 (ii) of Part A of Part Three of the Touchstone Scheme Document (as defined below); andthe terms of Touchstone's offer for Trinity announced under Rule 2.7 of the Code on 1 May 2024 (the \"Touchstone Offer\") are final, and the Touchstone Offer will not be increased.The Touchstone Board notes that the Irrevocable Undertakings provided to Touchstone by Trinity Shareholders 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) continue to remain binding.When taken together with a letter of intent provided by a Trinity Shareholder, the total number of Trinity Shares subject to Irrevocable Undertakings and the letter of intent are 16,023,344 Trinity Shares, representing approximately 41.29 per cent. of the ordinary share capital of Trinity in issue on 20 August 2024 (being the latest practicable date prior to this announcement and excluding any Trinity Shares held in treasury).Touchstone notes that the terms of the Irrevocable Undertakings oblige those Trinity Shareholders and Trinity Directors who gave Irrevocable Undertakings to vote against the recommended offer by Lease Operators Limited 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\"). As long as the Irrevocable Undertakings remain binding, the statutory majorities required for shareholder approval of the Lease Operato...