Trinity Exploration & Pr... Share Discussion Threads

[sleepy] 24/7/2024 23:32

Looks to me like postponement of Court Hearing (already postponed) could allow TXP to withdraw bid?

[sleepy] 24/7/2024 21:56

FWIW I have no enthusiasm for backing the deal proposed by TRINs pretty hopeless board. (And I may well see the Chair in Court if 1) it comes to a Court Hearing and 2) he bothers to attend)

[nocents] 24/7/2024 21:39

It is indeed very hard to take anything seriously proposed by Trin. I am sad to say this, not spiteful. I have been here since well before they were. Seen them come and go. Like my trust.

[sleepy] 24/7/2024 21:28

FWIW I have no enthusiasm for backing the deal proposed by TRINs pretty hopeless board. (And I may well see the Chair in Court if 1) it comes to a Court hearing and 2) he bothers to attend)

[nocents] 24/7/2024 21:17

Share prices will no doubt have adjusted by that time to preclude it! It’s what they do. Been there.

[nocents] 24/7/2024 21:09

Yes I’m just expressing opinion. I don’t know, just trying to work things out.

[sleepy] 24/7/2024 20:44

Presumably all Trinity shareholders would be free to take the 68p and reinvest the proceeds in TXP - they could get 2 TXP for each TRIN!

[value hound] 24/7/2024 20:30

I appreciate what you say nocents, but at the current TXP price, this offer is 39.5% higher which will suffice for many.

[sleepy] 24/7/2024 20:20

Nocents - reducing the offer price if a dividend is paid is both very logical and standard in takeovers

[nocents] 24/7/2024 19:55

That is possible.
The non-binding offer was made 17th July but no doubt it was in the offing for a while.
And why make such a big thing about dividends being paid out??
Looks a bit seedy to me.
Clayton has a chip on his shoulder about shareholders and feels betrayed by them. Look at the outrageous last RNS. Txp offers better growth prospects than Lease Holdings cash offer at 68p but it is all hypothetical until 23rd August anyway. It just delays things. Yes it keeps them in their jobs-maybe, but Mr. Brash would own Trinity. The RNS looks like a sales marketing device by Trin who make it clear how much % the offer represents, so they are clearly keen. Forgetting the $20m of shareholders’ money wasted and the £1.15 it was at a year ago.

[nocents] 24/7/2024 19:46

Yes I found that stuff on Lease Holdings. Part of Well Services Ltd. A private company.
This delays any decision to August 23rd.
I don’t know what this Condition is that Touchstone can invoke.

[sleepy] 24/7/2024 19:44

Why did it take a week for Trinity to tell shareholders of this approach?

[nocents] 24/7/2024 19:43

What is Condition 2.3.(11) which can be invoked by Touchstone??

[strathroyal] 24/7/2024 19:43

Is this designed to keep the exising board of directors in jobs as Christopher Brash used to be a TRIN director.

[sleepy] 24/7/2024 19:33

A Trinidad company -

[nocents] 24/7/2024 18:50

I loved Sade. Smooth Operator.
Not like Trin.
This uncertain offer by Lease Operators is a surprise.
Not sure what to think as I know nothing of them. 68p?

[sleveen] 24/7/2024 18:36

Sade song too.

[nocents] 24/7/2024 18:30

Hmm
I got this too
Been trying to digest it.
Two days before the merger.
Planned carefully or what??
I know nothing about Lease Operstors.
This has put a spoke in TXP’s wheel.

[value hound] 24/7/2024 18:24

A well-known song by Wreckless Eric springs to mind!

[arlington chetwynd talbott] 24/7/2024 18:02

Hold on though!

[mirabeau] 24/7/2024 17:53

Trinity Exploration & Production plc ("Trinity")



Statement regarding possible offer by Lease Operators Limited ("Lease Operators")



and



Re-scheduled Court Hearing





The recommended all share offer by Touchstone Exploration Inc. ("Touchstone")



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.

[nafafa] 23/7/2024 00:41

It is ironic that BD was always skeptical about TXP and their level of borrowing. Now it is that cash pile built up by Trin under BD which will be used by TXP to realise their potential

[andrewbyles] 21/7/2024 19:11

Touchstone’s made clear that it plans a big onshore drilling campaign.

There would have been no point in it successfully bidding for the Cipero and Charuma licences, acquiring Trinity’s Buenos Ayres licence and doing an asset swap for three licences with plenty of prospects otherwise.

How will it fund developing six separate licences, along with Galeota and potentially the West Coast assets? I’m not sure the combined Touchstone/Trinity cash flow will be enough, even after a round of cost cutting. The obvious options are some sort of farm down/partnership or a further acquisition of cash generating producing assets. I imagine raising equity is difficult at the current share price. Another option is an outright sale of Trinity’s offshore assets, but if that were an option one wonders why Trinity didn’t do it.

It’s worth remembering that Trinity’s old plan was to bid for new licences in partnership with cash rich Cairn/Capricorn. Some sort of partnership between Touchstone and a large independent seems likely to me. I expect we’ll find out more in August and September.

Cascadura and, to a lesser extent, Coho show the rewards that drilling can bring.

[aqc888] 21/7/2024 10:08

What weighting of blame do people attribute for the failures of Trinity and TXP to poor management and/or poor geology of Trinidad? Personally I attribute 80% of Trinity’s poor fortune to management. TXP seem to have had some bad luck but have made an excellent move buying Trinity’s assets.

Personally I’ve come to the conclusion the geology there is more tricky than most places, and that management’s first priority should be avoiding the most speculative sites and focusing on Galeota. The TXP CEO talking of more expensive deep wells is exactly what I personally do not want to hear. I’m sure that when some good fortune comes TXPs way sentiment will change quite dramatically.

[andrewbyles] 20/7/2024 23:10

There can be no doubt now that Trinity’s management made a mess of the resumption of onshore drilling. What was supposed to be a low risk drilling campaign spread across three different types of well ended up as almost a binary bet on Jacobin, which was allowed to come in at 2.5 times the estimated coast. Having made that mess, which was worsened by spending over $2 million on share buybacks, the directors sealed the company’s fate and cost themselves their jobs - about $20 million has been spent over the past 18 months with little to show for it (note though that West Coast production has continued to increase).

The company’s two successes over the past 18 months are securing the Buenos Ayres licence and the Touchstone takeover (even though we’ve somehow spent more on fees than Touchstone).

I’m incredibly disappointed with Trinity, but optimistic about Touchstone. My opinion is that Touchstone shares are easily worth £1 (although if Cascadura doesn’t work out I’ll have to reconsider that) and I won’t be selling any shares until at least that price is reached. Whether I think £2 is possible, as some suggest, will depend upon what plans are announced for next year. A big farm down, especially of Trinity’s offshore assets, would be encouraging.