JavaScript is disabled in your web browser or browser is too old to support JavaScript. Today almost all web pages contain JavaScript, a scripting programming language that runs on visitor's web browser. It makes web pages functional for specific purposes and if disabled for some reason, the content or the functionality of the web page can be limited or unavailable.

Friday, February 28, 2025

T&T oil company makes ‘indicative’ bid for Trinity Exploration

by

Anthony Wilson
215 days ago
20240727

On May 1, the boards of Trin­i­ty Ex­plo­ration and Pro­duc­tion and Touch­stone Ex­plo­ration an­nounced that they had reached agree­ment for Touch­stone to ac­quire all of Trin­i­ty’s shares.

In the agree­ment, Touch­stone, which is head­quar­tered in Cal­gary, would ac­quire 100 per cent of Trin­i­ty, a com­pa­ny whose par­ent is based in the Unit­ed King­dom, re­sult­ing in one small, in­de­pen­dent oil com­pa­ny op­er­at­ing in T&T ac­quir­ing an­oth­er sim­i­lar com­pa­ny.

But on Ju­ly 17, the Trin­i­ty board re­ceived an un­so­licit­ed, con­di­tion­al, non-bind­ing, in­dica­tive pro­pos­al from Lease Op­er­a­tors, a pri­vate com­pa­ny in­cor­po­rat­ed in T&T and owned by the Brash fam­i­ly and run by Charles Brash and his son An­tho­ny.

The Lease Op­er­a­tors pro­pos­al, which is for all of Trin­i­ty’s shares, is a cash of­fer, with the price of 68.05 pence per Trin­i­ty share. That val­ued the oil com­pa­ny at £26.5 mil­lion (about US$34.18 mil­lion) on Wednes­day, when Trin­i­ty an­nounced the in­ter­est of the T&T com­pa­ny.

The Touch­stone of­fer for Trin­i­ty is an all-share of­fer. The agree­ment was to be ef­fect­ed by a court-sanc­tioned scheme of arrange­ment and was to be ex­e­cut­ed by Trin­i­ty share­hold­ers re­ceiv­ing 1.5 new Touch­stone shares for each Trin­i­ty share held.

In the news re­lease on May 1 an­nounc­ing the ac­qui­si­tion, Touch­stone said: “Un­der the terms of the ac­qui­si­tion, Trin­i­ty share­hold­ers will, in ag­gre­gate, re­ceive ap­prox­i­mate­ly 58,341,102 new Touch­stone shares. Im­me­di­ate­ly fol­low­ing com­ple­tion of the ac­qui­si­tion, Trin­i­ty share­hold­ers will own ap­prox­i­mate­ly 19.9 per cent. of the share cap­i­tal of the com­bined group (based on the ex­ist­ing is­sued com­mon share cap­i­tal of Touch­stone and the ful­ly di­lut­ed or­di­nary share cap­i­tal of Trin­i­ty as at April 30, 2024.”

Touch­stone al­so dis­closed in the news re­lease an­nounc­ing the agree­ment be­tween the boards that the ac­qui­si­tion rep­re­sents an im­plied val­ue for Trin­i­ty of ap­prox­i­mate­ly US$30.1 mil­lion, based on the clos­ing Touch­stone share price as of April 30, 2024, the day be­fore the trans­ac­tion was an­nounced.

In the last week of June, Trin­i­ty an­nounced that all the share­hold­er, reg­u­la­to­ry and an­ti-trust con­di­tions—the sale of 100 per cent of Trin­i­ty re­quired the ap­proval of T&T’s Fair Trad­ing Com­mis­sion—had been re­ceived.

The shares of Trin­i­ty and Touch­stone both trade on the Al­ter­na­tive In­vest­ment Mar­ket (AIM), which is a sub-seg­ment of the Lon­don Stock Ex­change (LSE).

In its fil­ing on Wednes­day, Trin­i­ty said the Lease Op­er­a­tors of­fer of £26.5 mil­lion rep­re­sents 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 April 30, 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 three-month pe­ri­od end­ing April 30, 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 Ju­ly 24, 2024 (be­ing date of this an­nounce­ment).

Ac­cord­ing to the Trin­i­ty fil­ing, the Lease Op­er­a­tors pro­pos­al states that the mak­ing of a bind­ing of­fer is con­di­tion­al up­on, among oth­er things, the com­ple­tion of sat­is­fac­to­ry con­fir­ma­to­ry due dili­gence on Trin­i­ty by Lease Op­er­a­tors and a unan­i­mous rec­om­men­da­tion from the board.

“Lease Op­er­a­tors has in­formed the (Trin­i­ty) board that the pre-con­di­tion re­lat­ing to its rec­om­men­da­tion is not waiv­able but the pre-con­di­tion re­lat­ing to due dili­gence is waiv­able,” ac­cord­ing to Trin­i­ty’s fil­ing on Wednes­day.

Con­tact­ed for com­ment on Fri­day, Lease Op­er­a­tors CEO, An­tho­ny Brash, said he could not dis­cuss any mat­ters con­cern­ing the project.

The Brash fam­i­ly al­so owns Well Ser­vices Pe­tro­le­um Com­pa­ny Ltd, which was orig­i­nal­ly in­cor­po­rat­ed as Well Ser­vices Ltd in 1967.

Well Ser­vices has per­formed drilling ser­vices for every oil com­pa­ny that has op­er­at­ed in Trinidad, com­menc­ing with Tex­a­co Trinidad and con­tin­u­ing with Trinidad-Tesoro, Shell Trinidad, Trin­toc, Trin­topec, Amo­co/BP, Petrotrin, Trin­mar, Rep­sol, and all in­de­pen­dent lease and far­mout op­er­a­tors.

Guardian Me­dia con­tact­ed Touch­stone CEO and pres­i­dent Paul Baay for com­ment in Cal­gary on Fri­day and asked him if the com­pa­ny was pre­pared to im­prove its all-stock of­fer for Trin­i­ty.

Baay said, “At this stage, Touch­stone’s of­fer re­mains the on­ly of­fer on the ta­ble – the Lease Op­er­a­tors pro­pos­al is in­dica­tive, con­di­tion­al and non-bind­ing.

“Touch­stone’s of­fer has al­ready been ac­cept­ed by share­hold­ers and ap­proved by all of the reg­u­la­tors in Trinidad.

“Our of­fer would have com­plet­ed next week if not for the Trin­i­ty board giv­ing Lease Op­er­a­tors more time. The court hear­ing to sanc­tion Touch­stone’s of­fer is now on 23 Au­gust.

“Touch­stone re­serves the right to in­voke a con­di­tion to its of­fer which re­quires the court sanc­tion hear­ing to have been held by 22 Au­gust, should it so choose.

“No fur­ther ac­tions have been tak­en by Touch­stone at this stage as a re­sult of the above, and a fur­ther an­nounce­ment will be made as ap­pro­pri­ate in due course.”

In com­ments on Fri­day, CEO of Trin­i­ty, Je­re­my Bridglals­ingh, said the board of the com­pa­ny has gone through the process of re­ceiv­ing ap­provals from reg­u­la­tors in T&T and in Lon­don, where the com­pa­ny is list­ed.

“Our share­hold­ers, dur­ing that process, clear­ly in­di­cat­ed that if there was a cash bid, they would like to at least view and un­der­stand it, and po­ten­tial­ly that would be a pre­ferred route,” said the oil ex­ec­u­tive.

He said the pri­ma­ry du­ty of a board un­der the Unit­ed King­dom’s Com­pa­nies Act is its fidu­cia­ry du­ty to share­hold­ers.


Related articles

Sponsored

Weather

PORT OF SPAIN WEATHER

Sponsored