TIDMTRIN
RNS Number : 3963R
Trinity Exploration & Production
09 December 2016
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
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OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014). IN ADDITION,
MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN
THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF EXISTING ORDINARY SHARES, NEW ORDINARY
SHARES OR CONVERTIBLE LOAN NOTES.
Trinity Exploration & Production plc, 9 December 2016
("Trinity" or "the Group" or "the Company")
TERMINATION OF THE FORMAL SALE PROCESS, OF OFFER PERIOD AND
PROPOSED FUNDRAISING IN RELATION TO THE FINANCIAL RESTRUCTURING OF
TRINITY
The Board of Trinity today announces its intention to raise
approximately US$15.0 million (approximately GBP11.9 million), by
way of a Placing and Subscription of, in aggregate, 187,600,000 New
Ordinary Shares at a Placing Price of 4.98 pence per New Ordinary
Share expected to raise gross proceeds of approximately US$11.725
million (approximately GBP9.3 million) and a proposed issuance of
Convertible Loan Notes expected to raise gross proceeds of US$3.275
million (approximately GBP2.6 million).
The Placing and Subscription, which are being conducted by way
of an accelerated bookbuild, and the Convertible Loan Notes
Subscription (together, the "Fundraising") are part of a proposed
financial restructuring of the Group (the "Restructuring"). The
Board of Trinity further announces that, in order to undertake the
Restructuring, the Trinidad and Tobago Subsidiaries filed the
Creditors Proposal with the Supervisor on 8 December 2016 and that
the Group entered into the Settlement Agreements on or around 8
December 2016, including the Citi Settlement Agreement under the
terms of which the Group's outstanding debts to Citi will be
settled for US$3.5 million (approximately GBP2.8 million).
Further details of the Placing and Subscription, the Convertible
Loan Notes Subscription, the Creditors Proposal and the Settlement
Agreements (including the Citi Settlement Agreement) are set out
below. In respect of Placees procured by Cantor Fitzgerald, the
Placing is subject to the terms and conditions set out in Appendix
I to this Announcement.
The Company has been in a formal sale process and strategic
review of the options available to the Company to maximise value
for Shareholders since 8 April 2015. Having considered the options
available, the Board believes that the Restructuring represents the
best approach for the Group and the Board now intends to focus
exclusively on this funding route. Accordingly, the Board has
decided to terminate the formal sale process with immediate effect
and therefore the offer period, as defined in the City Code on
Takeovers and Mergers, has come to an end.
Highlights of the Restructuring
-- Fundraising to raise approximately US$15.0 million
(approximately GBP11.9 million) by way of:
o A Placing and Subscription of 187,600,000 New Ordinary Shares
at a Placing Price of 4.98 pence per New Ordinary Share, a premium
of approximately 165 per cent. to the closing mid-market price of
Trinity shares on AIM prior to voluntary suspension of trading on
13 July 2016, raising gross proceeds of approximately US$11.725
million (approximately GBP9.3 million); and
o A proposed issuance of Convertible Loan Notes expected to
raise gross proceeds of US$3.275 million (approximately GBP2.6
million).
-- In order to implement the Placing and Subscription at the
Placing Price, the Company is also proposing a Share Capital
Reorganisation to reduce the nominal value of the Company's
ordinary share capital to US$0.01 per New Ordinary Share.
-- The gross proceeds from the Fundraising will be applied
toward the payments to creditors under the Creditors Proposal and
the Settlement Agreements, certain one-off restructuring and
infrastructure costs to ensure the integrity of production
operations going forward, and the re-initiation of drilling
activities with an initial programme of four new onshore wells.
-- Completion of the Creditors Proposal and the Settlement
Agreements, which also form part of the Restructuring, will
significantly strengthen the Group's balance sheet, reducing its
outstanding total financial liabilities (being outstanding debt
plus long term liabilities plus current liabilities) from US$52.5
million as at 31 October 2016 to US$27.4 million (pro forma
post-completion of the Restructuring).
-- The like for like net debt position (outstanding debt plus
long term liabilities plus current liabilities minus cash minus
current assets) will reduce from US$35.5 million as at 31 October
2016 to a pro forma net debt position of approximately US$9.2
million post-completion of the Restructuring. The equivalent net
position excluding long term liabilities would be a net cash
position of approximately US$4.5 million.
The aggregate number of New Ordinary Shares to be issued under
the Placing and Subscription is expected to be 187,600,000 New
Ordinary Shares. An accelerated Bookbuild will open with immediate
effect and the Company also expects to procure certain subscribers
in respect of the Placing and Subscription. The timing of the
closing of the accelerated Bookbuild is at the discretion of Cantor
Fitzgerald, following consultation with the Company. Details of the
allocation of New Ordinary Shares will be confirmed to subscribers
as soon as practicable after the close of the accelerated
Bookbuild.
The David and Christina Segel Living Trust (which is the
Company's largest Shareholder, holding more than 10 per cent. of
the Existing Ordinary Shares as at the date of this Announcement),
has indicated its intention to participate in the Fundraising along
with certain other investors. Furthermore, certain Directors and
key management of the Company have indicated an intention to
participate in the Fundraising. The Company has received
indications of interest in respect of subscriptions of c. US$10.0
million in aggregate from The David and Christina Segel Living
Trust, certain other investors and certain Directors and key
management of the Company. The details of the subscriptions will be
announced separately in due course.
In order to implement the Placing and Subscription, the Company
is proposing the Share Capital Reorganisation, which would
effectively result in each Existing Ordinary Share being divided
and converted into one New Ordinary Share and one Deferred Share in
order to reduce the nominal value of the Company's Ordinary Shares.
The Placing Price assumes the approval and completion of the Share
Capital Reorganisation.
The Restructuring is comprised of a number of key elements,
including the Creditors Proposal and the Settlement Agreements
becoming effective and completion of the Placing and Subscription
and the Convertible Loan Notes Subscription. All of these elements
are inter-conditional, meaning that none of the elements will
become effective if any one of them is not delivered. The
Restructuring would not proceed if, for example, the Shareholder
Resolutions in connection with the Placing and Subscription and the
Share Capital Reorganisation are not approved by Shareholders. A
circular to Shareholders containing details of the Fundraising and
convening the General Meeting to consider the Shareholder
Resolutions will be posted by the Company as soon as practicable
following close of the accelerated Bookbuild. Application will be
made for the New Ordinary Shares to be admitted to trading on
AIM.
In July 2016, the Company requested that trading in its Ordinary
Shares on AIM be suspended pending clarification of its financial
position. Trading in the Company's Ordinary Shares remains
suspended. Under AIM Rule 41, admission of the Ordinary Shares to
trading on AIM will be cancelled on the date falling six months
after the date on which trading in Ordinary Shares was suspended if
the suspension from trading is not lifted before that date. In the
event that the Shareholder Approval and the Creditors Proposal
Approval are received, the Company will seek to maintain the
admission of the Ordinary Shares to trading on AIM and will make a
further announcement as appropriate following the Creditors Meeting
and/or the General Meeting. In any event, the Company will request
that the suspension from trading is lifted prior to completion of
the Fundraising.
The Company believes that, if successful, the Restructuring will
provide the Group with a stable and sustainable capital structure
and greater financial liquidity. These will all contribute to the
delivery by the Group of its strategic objectives.
Bruce Dingwall, Executive Chairman of Trinity, said:
"The Restructuring which we are announcing today will if
successful bring to an end a period of prolonged uncertainty for
Trinity, and will provide a strong foundation for the Company to
move forward and to develop the Group's valuable interests across
the Onshore, East Coast and West Coast production areas for the
benefit of Shareholders and the Company's other stakeholders.
Reaching a satisfactory settlement with our creditors will enable
Trinity to utilise the services of significant numbers of employees
and contractors and continue to contribute to the economy of
Trinidad and Tobago. Trinity takes great pride in being a locally
managed company, and the close working relationships that this
fosters. It is the forbearance, goodwill and collegiate approach of
our many stakeholders that has enabled Trinity to sustain
operations and we look forward to maintaining these important
working relationships in the future."
This Announcement contains information which, prior to its
disclosure, was inside information for the purposes of the Market
Abuse Regulation (EU No. 596/2014).
Enquiries
Trinity Exploration & Production Tel: +44 (0)
Bruce Dingwall, Executive Chairman 131 240 3860
Tracy Mackenzie, Head of Corporate
Development
SPARK Advisory Partners Limited Tel: +44 (0)
(NOMAD & Financial Adviser) 203 368 3550
Mark Brady
Miriam Greenwood
Sean Wyndham-Quin
Cantor Fitzgerald Europe (Broker) Tel: +44 (0)
David Porter 207 894 7000
Sebastian Maurin
Craig Francis
Competent Person's Statement
The information contained in this Announcement has been reviewed
and approved by Graham Stuart, the Company's Technical Advisor, who
has 34 years of relevant global experience in the oil industry. Mr
Stuart holds a BSC (Hons) in Geology.
About Trinity
Trinity is an independent oil and gas exploration and production
company focused solely on Trinidad and Tobago. Trinity operates
producing and development assets both onshore and offshore, in the
shallow water West and East Coasts of Trinidad. Trinity's portfolio
includes current production, significant near-term production
growth opportunities from low risk developments and multiple
exploration prospects with the potential to deliver meaningful
reserves/resources growth. The Company operates all of its nine
licences and, across all of the Group's assets, management's
estimate of 2P reserves as at the end of 2015 was 20.9 MMbbls
(excluding the Guapo-1 license which was disposed of in April
2016). Group 2C contingent resources are estimated to be 19.8
MMbbls. The Group's overall 2P plus 2C volumes are therefore 40.7
MMbbls. Trinity is listed on the AIM market of the London Stock
Exchange under the ticker TRIN.
Overview of the Fundraising and Restructuring
The Company is pleased to announce that it is proposing a
Fundraising to raise approximately US$15 million (before expenses)
through the issue of 187,600,000 New Ordinary Shares at a Placing
Price of 4.98 pence per New Ordinary Share to raise gross proceeds
of approximately US$11.725 million (approximately GBP9.3 million)
and the issue of Convertible Loan Notes expected to raise gross
proceeds of US$3.275 million (approximately GBP2.6 million). The
Fundraising is intended to facilitate a refinancing by compromising
the existing debts of the Group (including the Trinidad and Tobago
Subsidiaries) and retiring the senior debt facilities with Citi.
Subject to the Shareholder Resolutions being approved by the
Shareholders, the proceeds of the Placing and Subscription and the
Convertible Loan Notes Subscription will be used in part to fund
the Creditors Proposal and the Settlement Agreements (including the
Citi Settlement Agreement). Application will be made for the New
Ordinary Shares to be admitted to trading on AIM.
The balance of the gross proceeds of the Fundraising alongside
current cash balances and organic cash flow will be deployed
towards certain one-off restructuring and infrastructure costs and
the re-initiation of drilling activities. This capital expenditure
is targeting the facilitation and sustainability of the
significantly reduced cost base, to ensure the integrity of
production operations going forward, and to grow production levels
via an initial programme of four new onshore wells and a portfolio
of recompletions, workovers and swabbing activities onshore and a
step-change in workovers offshore. A full use of gross proceeds
from the Fundraising, alongside current cash balances and estimated
organic cash flow, is set out in the table below:
Use of Funds US$mm 2017 Notes
------------------------------------ ----- ------------------------------------------------------------------
Working Capital Regularisation
Debt Repayment 3.6 $3.5mm settlement for senior debt and $0.1mm in interest
Royalties/ Financial Obligations -
Trade Creditors 4.2 c.20% settlement on outstanding balances
VAT on Creditors write-off 1.4 Payable to BIR post creditor settlement
c.10% bullet & 10 quarterly repayments (BIR) and c. 21.6% bullet
Government Creditors 5.5 & 12 quarterly payments (MEEI)
Interest (BIR) - Interest accrued on BIR balance
3 monthly payments in 2017 by way of set-off against future
Petrotrin Creditors 1.5 revenues
Development/Production Capex 6.5 4 new onshore wells, workovers and recompletions
Repair to Trintes cranes, performance bond and other
Restructuring Costs 3.6 restructuring costs
Closing Costs 1.6
----------------------------------- -----
27.9
Source of Funds US$ mm 2017
------------------------------------- ----- ------------------------------------------------------------------
New Money Investor 11.7 Proposed equity component
Convertible Note 3.3 Proposed convertible loan note component
Assumes production of c.2,650 bopd, realised oil price of
$45/bbl (WTI: $50/bbl), opex of
c.$18/bbl (per 2016 nine month average to 30 September 2016 &
Operating Cash Flow 8.4 30% royalties) & G&A of $5/bbl
Refunds/ Receivables -
Net Income (Hedge) -
Planned disposal of non-core assets (preliminary offers
Asset Sales 3.6 received)
----------------------------------- ----- ------------------------------------------------------------------
27.0
Opening Cash 7.7 As at start of year
Closing Cash 6.8
The table below outlines the constituent detail of the balance
sheet as at 31 October 2016 (unaudited) as well as an illustrative
pro forma position immediately following the receipt of gross
proceeds of the Fundraising and the settlement payments being made
to the creditors under the terms of the Creditors Proposal and
Settlement Agreements:
Balance Sheet
Breakdown Balance
(US$mm) Sheet Proforma Proforma Proforma
31st 31st 31st 31st
Oct-16 Jan-17 Dec-17 Dec-18 Notes
---------------------- -------- --------- --------- --------- -----------------------
A Citibank 9.95 - - -
Syndicated to
new investors,
assumes no redemption
Convertible prior to 31st
Debt - 6.55 6.55 6.55 December 2018
Interest on
Convertible - - 0.45 0.97
Long term portion
Government of BIR and MEEI
Creditors - 13.62 8.48 4.63 liabilities
Interest on - - - -
tax (BIR)
Petrotrin - - - -
---------------------- -------- --------- --------- --------- -----------------------
Long Term
E Liabilities 9.95 20.17 15.48 12.15
Currently & going
forward payable
Trade payables 21.23 1.70 1.70 1.70 1 month in arrears
Currently & going
forward payable
Other Payables 0.70 0.70 0.70 0.70 1 month in arrears
10% bullet and
balance payable
quarterly over
30 months (BIR);
c.21.6% bullet
and balance payable
Government quarterly over
Creditors 19.17 3.85 5.14 3.85 30 months (MEEI)
Agreement to repay
balance over 3
months to be paid
by way of set
off against revenue
which Petrotrin
holds or will
hold on behalf
Petrotrin 1.53 1.02 - - of the Group
-------------------------- -------- --------- --------- --------- -----------------------
Current Liabilities
(within 12
B months) 42.62 7.27 7.54 6.25
Includes restricted
Cash and Cash and unrestricted
C equivalents 8.39 9.85 6.79 13.15 cash
Rolling prior
months sales receipts
Sales receivables 2.70 2.51 2.90 2.59 due from Petrotrin
Inventories 3.90 3.90 3.90 3.90
Other receivables 2.00 2.00 2.00 2.00
-------------------------- -------- --------- --------- --------- -----------------------
Other current
D assets 16.99 18.26 15.59 21.65
Net debt/(cash)
(A-C) 1.56 (3.30) 0.21 (5.63)
--------- --------- ---------
Net debt (inc. Includes outstanding
12 month working taxes payable
capital) (A+B-D) 35.58 (4.45) (1.05) (7.87) in 12 month period
Includes full
outstanding tax
Net debt (inc. & Government of
12 month working the Republic of
capital & Trinidad and Tobago
other long ("GORTT") balances
term liabilities) (even though not
(E+B-D) 35.58 9.17 7.43 (3.24) due in period)
-------------------------- -------- --------- --------- --------- -----------------------
Net debt/(cash) = A - C
Net debt (inc. 12 month working
capital) = A + B - D
Net debt (inc. 12 month working capital & other long
term tax & GORTT liabilities) = E + B - D, the current
period drops out progressively
In July 2016, the Company requested that trading in its Ordinary
Shares on AIM be suspended pending clarification of its financial
position. Trading in the Company's Ordinary Shares remains
suspended. Under AIM Rule 41, admission of the Ordinary Shares to
trading on AIM will be cancelled on the date falling six months
after the date on which trading in Ordinary Shares was suspended if
the suspension from trading is not lifted before that date. In the
event that the Shareholder Approval and the Creditors Proposal
Approval are received, the Company will seek to maintain the
admission of the Ordinary Shares to trading on AIM and will make a
further announcement as appropriate following the Creditors Meeting
and/or the General Meeting. In any event, the Company will request
that the suspension from trading is lifted prior to completion of
the Fundraising.
Further details on the Fundraising and Restructuring are set out
below.
Background to and reasons for the Restructuring and
Fundraising
Since the announcement of the formal sales process and strategic
review, the Group has considered a number of alternative proposals
which have been made to the Group. The Company has continued to
work with Citi and its other creditors (including Petrotrin, the
BIR and the MEEI) during this time in order to agree mutually
beneficial arrangements which would allow settlement of their
respective debts, as well as the debts owed more generally to
creditors, and which would enable the Group to continue to trade
going forward. Furthermore, the Group has also undertaken a number
of initiatives aimed at improving its financial condition,
including steps to reduce the Group's pre-tax operating expenditure
and general and administrative costs.
The Fundraising and Restructuring are intended to facilitate a
refinancing by compromising the existing debts of the Group through
the Creditors Proposal and the Settlement Agreements. Subject to
the Shareholder Resolutions being approved by the Shareholders, the
proceeds of the Placing and Subscription and the Convertible Loan
Notes Subscription will be used in part to fund the Creditors
Proposal and the Settlement Agreements.
On 8 April 2015, the Company announced that it was undertaking a
formal sale process and strategic review of the options open to the
Company to maximise value for Shareholders. Having considered the
options available, the Board believes that the Restructuring
represents the best approach for the Group and the Board now
intends to focus exclusively on this funding route. Accordingly,
the Board has decided to terminate the formal sale process with
immediate effect and therefore the offer period, as defined in the
City Code on Takeovers and Mergers, has come to an end.
Current trading and future prospects
On 27 September 2016, the Company announced its interim results
for the six months ended 30 June 2016. In conjunction with today's
announcement the Company is pleased to provide an update on its
operations:
-- A summary of production, operating break evens and operating
and general and administrative expenditure historically and for the
nine months to 30 September 2016 is set out below:
Details 2013 2014 2015 2016 Q2 2016 H1 2016 9M
---------------- -------- ------------- ------------- ------------- ------------- ------------- -------------
Production
-------------
Onshore bopd 2,088 2,005 1,601 1,433 1,430 1,354
West Coast bopd 493 491 312 192 211 195
East Coast bopd 1,110 1,105 983 1,036 1,018 1,014
Consolidated bopd 3,691 3,601 2,896 2,661 2,659 2,563
---------------- -------- ------------- ------------- ------------- ------------- ------------- -------------
Operating Break
Even
-------------
US$/
Onshore* bbl 18.95 21.33 23.26 18.22 18.43 17.65
US$/
West Coast* bbl 21.23 24.50 40.73 41.13 34.90 36.93
US$/
East Coast* bbl 69.80 55.87 41.26 26.15 30.10 27.85
US$/
Consolidated** bbl 62.93 64.58 47.40 27.30 29.98 29.35
---------------- -------- ------------- ------------- ------------- ------------- ------------- -------------
Metrics
-------------
Opex/ bbl - US$/
Onshore bbl 12.79 14.40 15.70 12.29 12.44 11.91
Opex/ bbl - US$/
West Coast bbl 17.39 20.16 33.77 34.45 29.13 30.93
Opex/ bbl - US$/
East Coast bbl 52.00 41.63 31.56 20.00 23.03 21.30
G&A/ bbl - US$/
Consol bbl 13.76 11.43 9.93 2.71 3.76 4.01
---------------- -------- ------------- ------------- ------------- ------------- ------------- -------------
Note:
Operating Break Even* = Revenue - Over-riding Royalty - Production Royalty - Opex
Operating Break Even** = Revenue - Over-riding Royalty - Production Royalty - Opex - G&A
-- The Company has continued its success in establishing a
leaner, more efficient operating cost base with pre-tax operating
expenditure ("OPEX") reduced by 27 per cent. year-on-year to US$8.7
million for H1 2016 (H1 2015: US$12.0 million).
-- OPEX is on target to average approximately US$16 million for
2016 (2014: US$33 million, 2015: US$23 million).
-- OPEX is largely of a fixed cost nature and therefore an
increase in production over a largely fixed cost base has a
significant leverage impact.
-- General and Administrative ("G&A") costs reduced by 68
per cent. year-on-year to US$1.8 million for H1 2016 (H1 2015:
US$5.7 million) and is on target to reach a steady state run-rate
of US$3.8 million by the end of 2016.
-- The consolidated operating break even oil price for the Group
for the nine months to 30 September 2016, including G&A, was
US$29.4/bbl which compares to consolidated break even oil prices of
US$62.9/bbl in 2013, US$64.6/bbl in 2014, US$47.4/bbl in 2015 and
US$30.0/bbl in H1 2016.
-- As at 31 October 2016, Group cash balances were approximately
US$8.4 million, other current assets totalled US$8.6 million,
senior debt under the existing senior debt facilities with Citi,
(including accrued unpaid interest) stood at approximately US$10.0
million and current liabilities totalled US$42.6 million. This
represented a net debt position of US$35.5 million when including
all assets and liabilities as previously described.
-- The equivalent illustrative pro forma position based on the
Fundraising being completed and the proposed settlements under the
Creditors Proposal and Settlement Agreements being paid would be:
cash balances of approximately US$9.9 million, other current assets
of US$8.4 million, convertible loan note to syndicated investors of
approximately US$6.6 million and current liabilities of US$7.3
million. This would represent a net cash position of approximately
US$4.5 million when including all current assets and current
liabilities as previously described. Including long term
liabilities, this equivalent illustrative pro forma position would
be: cash balances of approximately US$9.9 million, other current
assets of US$8.4 million, convertible loan note to syndicated
investors of approximately US$6.6 million, long-term liabilities of
US$13.6 million and current liabilities of US$7.3 million. This
would represent a net debt position of approximately US$9.2 million
when including all current assets and all liabilities as previously
described.
-- The Board will look to enact an active and cost-effective
hedging programme going forward to mitigate exposure to the oil
price.
Following completion of the Restructuring, the Company intends
to move forward with a work programme to sustain and grow current
production levels from an existing wide inventory of opportunities
for workovers, recompletions and swabbing on its current production
base and from identified locations for new drilling. This is
expected to comprise:
-- The recommencement of the onshore drilling programme at the
rate of four new onshore wells per year, recompletions, onshore
workovers, offshore workovers and the recommencement of swabbing
activities onshore during 2017, subject to market conditions, most
notably the prevailing oil price.
-- These combined activities have the potential to grow
production from current levels of c. 2,600 barrels of oil per day,
which comprises 3.6 per cent. of total countrywide production in
Trinidad and Tobago, to an eventual run-rate of 3,000 barrels of
oil per day.
-- The recommencement of new offshore drilling could occur as
early as late 2018, subject to market conditions.
-- Additionally, the Company anticipates undertaking certain
one-off capital expenditure works (including major repairs and
maintenance to its infrastructure, including equipment).
Share Capital Reorganisation
In order to implement the Placing and Subscription, the Company
is proposing the Share Capital Reorganisation whereby each Existing
Ordinary Share will be divided and converted into one New Ordinary
Share of a nominal value of US$0.01 each and one Deferred Share of
a nominal value of US$0.99 each.
Following the Share Capital Reorganisation, each Shareholder's
proportionate interest in the ordinary share capital of the Company
will remain unchanged, save for the dilution attributable to the
Placing and Subscription. It is only the effective nominal value of
such Ordinary Shares which will have changed as a result of the
Share Capital Reorganisation and, other than this, each New
Ordinary Share will carry the same rights and entitlements as set
out in the Company's articles of association that currently attach
to the Existing Ordinary Shares. The New Ordinary Shares will rank
equally with one another.
The Deferred Shares will have no voting or dividend rights and,
on a return of capital on a winding up, will have no valuable
economic rights. No share certificates will be issued in respect of
the Deferred Shares, nor will stock accounts in CREST be credited
with any entitlement to Deferred Shares, nor will they be admitted
to trading on AIM or any other investment exchange.
Immediately following the Share Capital Reorganisation, the
Company's issued share capital will consist of 94,799,986 New
Ordinary Shares and 94,799,986 Deferred Shares. Following
completion of the Share Capital Reorganisation, application will be
made to AIM for the New Ordinary Shares to be admitted to trading
on AIM.
To give effect to the Share Capital Reorganisation, the Company
will propose a Shareholder Resolution to effect an amendment to the
Company's articles of association. Further details will be set out
in the Circular.
The Placing and Subscription
The Company has appointed Cantor Fitzgerald as bookrunner to use
its reasonable endeavours to procure subscribers for Placing Shares
at the Placing Price. The Company also expects to procure
subscribers for Placing Shares at the Placing Price itself. In
addition, the Company has agreed with Cantor Fitzgerald that
subscribers for Placing Shares shall be offered the opportunity to
subscribe directly with the Company for Convertible Loan Notes on
the terms of the Convertible Loan Note Subscription detailed below,
and the Company shall accept such subscriptions (on the allocation
policy set out below).
Cantor Fitzgerald will today commence an accelerated Bookbuild.
The book will open with immediate effect. The accelerated Bookbuild
is expected to close no later than 4:30 pm today, although the
timing of the closing of the book and allocations is at the
discretion of Cantor Fitzgerald. Details of the number of Placing
Shares to be subscribed for in the Placing and Subscription will be
announced as soon as practicable after the close of the accelerated
Bookbuild. The Placing Price of 4.98 pence per New Ordinary Share
assumes the approval and completion of the Share Capital
Reorganisation and represents a premium of approximately 165 per
cent. to the closing mid-market price of 1.88 pence per Existing
Ordinary Share on 13 July 2016, the last date on which Existing
Ordinary Shares were traded prior to the temporary suspension of
trading in Existing Ordinary Shares on 13 July 2016. The
accelerated Bookbuild is not being underwritten by Cantor
Fitzgerald.
The Company entered into the Placing Agreement with Cantor
Fitzgerald and SPARK on 9 December 2016. The Placing is conditional
on, inter alia, satisfaction of the Restructuring Conditions as
well as certain other conditions set out in the terms and
conditions set out in Appendix I to this Announcement and the
Placing Agreement becoming unconditional in all respects and not
having been terminated in accordance with its terms prior to the
relevant time of Admission.
Under the terms of the Placing Agreement, the Company: (i) will
pay to Cantor Fitzgerald certain commissions relating to the
placing of the Placing Shares conditional upon Admission of the
Placing Shares becoming effective; and (ii) gives customary
warranties, undertakings and indemnities to Cantor Fitzgerald and
SPARK. The Placing Agreement may be terminated by Cantor Fitzgerald
at its discretion at any time prior to Admission in certain
circumstances, including amongst others, in circumstances where any
warranties are found to be untrue, inaccurate or misleading in any
material respect or any material adverse event occurs in the
context of the Placing or the Creditors Proposal Approval.
In the event that any Placees procured by Cantor Fitzgerald
express an interest in subscribing for Convertible Loan Notes as
well as Placing Shares, allocations of Convertible Loan Notes will
be made so that all such Placees and any Company Placees which
apply for Convertible Loan Notes are treated on a consistent basis
as to the proportion of New Ordinary Shares and Convertible Loan
Notes that makes up each such applicant's allocation.
The Placing and Subscription is conditional on, inter alia: (i)
the Creditors Proposal becoming effective; and (ii) the passing of
the Shareholder Resolutions by the requisite majority of the
Company's Shareholders. Following satisfaction of all conditions
and subject to the Placing Agreement becoming unconditional in all
respects (and not having terminated in accordance with its terms),
application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings for normal
settlement in the New Ordinary Shares will commence in January 2017
after Trinidad and Tobago Court Approval in respect of the
Creditors Proposal.
The Placing Shares will, when issued, rank pari passu in all
respects with the New Ordinary Shares, including the right to
receive dividends and other distributions declared following
Admission.
The David and Christina Segel Living Trust (which is the
Company's largest Shareholder, holding more than 10 per cent. of
the Existing Ordinary Shares as at the date of this Announcement),
has indicated its intention to participate in the Fundraising along
with certain other investors. Furthermore, certain Directors and
key management of the Company have indicated an intention to
participate in the Fundraising. The Company has received
indications of interest in respect of subscriptions of c. US$10.0
million in aggregate from The David and Christina Segel Living
Trust, certain other investors and certain Directors and key
management of the Company. The details of the subscriptions will be
announced separately in due course.
In respect of Placees procured by Cantor Fitzgerald, the Placing
is subject to the terms and conditions set out in Appendix I to
this Announcement. It is expected that Company Placees will sign up
to conditional subscription agreements.
The Convertible Loan Notes Subscription
In addition to the issue of the Placing Shares, the Company
intends to issue Convertible Loan Notes to raise proceeds of
US$3.275 million.
The Convertible Loan Notes will be unlisted. A summary of the
terms of the Convertible Loan Notes is set out below:
-- The sum repayable or convertible by the Company pursuant to
the Convertible Loan Notes is US$6.55 million together with accrued
interest;
-- Interest shall accrue on the Convertible Loan Notes at a rate of 7.25 per cent. per annum;
-- Subject to the satisfaction of payments due to the BIR and
the MEEI under the Creditors Proposal, the Convertible Loan Notes
may be redeemed by the Company;
-- The Convertible Loan Notes will become repayable on the
occurrence of certain events inter alia material breach of the
terms or insolvency of any material Group company;
-- The Convertible Loan Notes are convertible, subject to the
requirements of the City Code, by the holders at a conversion price
of US$0.08125 at any time after the second anniversary of issue or
on a sale of the Company or a material disposal; and
-- If not otherwise redeemed or converted the balance of the
Convertible Loan Notes will be repayable in full on the seventh
(7(th) ) anniversary of issue together with accrued interest;
Completion of the Convertible Loan Notes Subscription will be
conditional, inter alia, on completion of the Placing and
Subscription. The Convertible Loan Notes will be unlisted and are
not freely transferable save to certain permitted transferees.
Shareholder Resolutions
A circular to Shareholders containing details of the
Restructuring and convening the General Meeting to consider the
Shareholder Resolutions will be posted by the Company as soon as
practicable following close of the accelerated Bookbuild. It is
expected that the General Meeting will be held on or around 29
December 2016.
The Circular will contain a unanimous recommendation from the
Directors of the Company to vote in favour of the Shareholder
Resolutions.
The Directors have irrevocably undertaken to vote or procure the
voting in favour of the Shareholder Resolutions in respect of the
10,792,919 Existing Ordinary Shares they control, representing
approximately 11.4 per cent. of the ordinary share capital of the
Company. In addition, certain other shareholders have irrevocably
undertaken to vote or procure the voting in favour of the
Shareholder Resolutions in respect of the 13,019,846 Existing
Ordinary Shares they control, representing approximately 13.7 per
cent. of the ordinary share capital of the Company. In aggregate,
the Company has received irrevocable undertakings to vote in favour
of the Shareholder Resolutions in respect of 23,812,765 Existing
Ordinary Shares, representing approximately 25.1 per cent. of the
ordinary share capital of the Company
Unless all of the Shareholder Resolutions are passed, the
Restructuring will not proceed. If the Restructuring does not
proceed the Directors believe that the Company will face an
uncertain future as there are currently insufficient assets to
repay Citi and the Trinidad and Tobago Creditors. In this situation
it is highly likely that ahead of a cancellation of the Company's
admission to trading on AIM, the outcome will be for the Company to
be placed into liquidation and in such circumstances there are
unlikely to be any returns for Shareholders.
Creditors Proposal
On 17 August 2016, Trinity announced that the Trinidad and
Tobago Subsidiaries had filed notice of intention to make the
Creditors Proposal under the Trinidad and Tobago Bankruptcy and
Insolvency Act. The proposal process under the Trinidad and Tobago
Bankruptcy and Insolvency Act allows a company to continue
operating while it submits its proposal to reach a settlement with
its outstanding creditors. The filing of the notice of intention
provides the Trinidad and Tobago Subsidiaries with a stay of
proceedings from all of their creditors and means that no person
may terminate or amend an agreement or claim an accelerated payment
under any agreement with any Trinidad and Tobago Subsidiaries by
reason only that such Trinidad and Tobago Subsidiaries is insolvent
or that a notice of intention or the Creditors Proposal has been
filed.
Maria Daniel of Ernst & Young Services Limited has been
appointed and consented to act as trustee under the Creditors
Proposal. The Creditors Proposal was filed with the Supervisor on 8
December 2016 and subsequently formal notices of the Creditors
Proposal are being sent to the Trinidad and Tobago Creditors as
required by the Trinidad and Tobago Bankruptcy and Insolvency Act.
A meeting of the Trinidad and Tobago Creditors in respect of the
Creditors Proposal is expected to take place on 19 December
2016.
The Creditors Proposal is made to two classes of Trinidad and
Tobago Creditors: Government and State Creditors and Unsecured
Creditors. The terms of the Creditors Proposal in respect of each
of these classes are summarised below (subject to a five per cent.
levy required to be paid to the Supervisor under the Trinidad and
Tobago Bankruptcy and Insolvency Act which will be deducted from
the creditor distributions before payment):
-- Government and State Creditors will be offered the following payment terms:
o the BIR will be offered an initial payment of 10 per cent. of
its outstanding principal amount as at 31 July 2016 with the
remaining outstanding amount to be repaid over a 30 month period in
ten equal quarterly instalments. Additionally, the BIR will waive
an amount equal to 75 per cent. of the interest due on outstanding
principal balances when the related principal balances are repaid,
with the remainder of the interest sums due for payment following
repayment of the entire principal amount. The outstanding principal
balance due to BIR is c. US$11.05 million and the outstanding
interest due is c. US$6.18 million of which 75% is c. US$4.63
million; and
o the MEEI will be offered an initial payment of 21.57 per cent.
of its outstanding principal balance as at 31 July 2016
(representing an amount equivalent to the royalties due to the
MEEI) with the remaining outstanding amount to be repaid over a 30
month period in ten equal quarterly instalments; and
-- Each Unsecured Creditor will be offered settlement in full of
the first US$2,500 of the balance owed to them at 31 July 2016 and
will additionally be offered an amount equal to 20 per cent. of the
balance of outstanding sums owed to them in excess of US$2,500.
The Creditors Proposal shall be deemed to be accepted by the
Trinidad and Tobago Creditors if all relevant classes of Trinidad
and Tobago Creditors vote for the acceptance of the Creditors
Proposal by a majority in number and two-thirds in value of the
Trinidad and Tobago Creditors of each class present, personally or
by proxy, at the meeting of the Trinidad and Tobago Creditors which
is expected to take place on 19 December 2016. In the event that
the Creditors Proposal is accepted by the Trinidad and Tobago
Creditors, the Trustee shall apply to the Trinidad and Tobago Court
for a hearing of the application for the approval of the Creditors
Proposal by the Trinidad and Tobago Court.
The Creditors Proposal is conditional on approval by the
Trinidad and Tobago Creditors and approval by the Trinidad and
Tobago Court. If the Creditors Proposal is not approved by the
Trinidad and Tobago Creditors and the Trinidad and Tobago Court,
the Trinidad and Tobago Subsidiaries will enter into automatic
insolvency proceedings via an assignment in accordance with section
25 of the Trinidad and Tobago Bankruptcy and Insolvency Act.
Settlement and Forbearance Agreements
The Group has entered into Settlement Agreements with certain
creditors of the Group in order to settle the liabilities owed to
those creditors.
The Group entered into the Citi Settlement Agreement on 8
December 2016. The aggregate amount outstanding to Citi under the
Group's existing senior facilities is currently US$9.95 million.
Under the Citi Settlement Agreement, the Group will pay a
settlement sum of US$3.5 million as full discharge of all sums due
to Citi. This will retire the existing senior debt facilities and
all security in favour of Citi will be released.
Completion of the Settlement Agreements (including the Citi
Settlement Agreement) is conditional, inter alia, on the Creditors
Proposal being approved by the Trinidad and Tobago Creditors and
the Trinidad and Tobago Court.
Separately from the Settlement Agreement, the Group entered into
a forbearance agreement with Petrotrin on or around 8 December
2016. Under the forbearance agreement, Petrotrin has intimated its
intention to use its contractual rights of set-off against revenues
due to the Group which Petrotrin holds or will hold. Subject to
Trinidad and Tobago Court Approval in respect of the Creditors
Proposal, it is expected that the indebtedness due to Petrotrin as
at 31 July 2016 will be satisfied by three equal monthly payments
received by way of set-off against revenues due to the Group which
Petrotrin holds or will hold.
An expected timetable of principal events is set out in Appendix
II.
Unless otherwise defined herein, all capitalised terms used in
the body of this Announcement shall have the meaning given to them
in Appendix III.
IMPORTANT NOTICE
This Announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
Announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this Announcement or on its accuracy or completeness. The
information in this Announcement is subject to change.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended) ("FSMA").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America
("United States" or "US"). This Announcement is not an offer of
securities for sale into the United States. The securities referred
to herein (including for the avoidance of doubt the Existing
Ordinary Shares, the New Ordinary Shares and the Convertible Loan
Notes) have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
This Announcement is not for release, publication or
distribution, directly or indirectly, in whole or in part, in, into
or from the United States, Australia, Canada, Japan, the Republic
of Ireland or the republic of South Africa or any other
jurisdiction in which such publication, release or distribution
would be unlawful (a "Prohibited Jurisdiction"). This Announcement
and the information contained herein are not for release,
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. This Announcement has been issued by and is the sole
responsibility of the Company.
SPARK which is authorised and regulated in the United Kingdom by
the FCA, is acting exclusively for the Company and no-one else in
connection with the Fundraising and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Fundraising and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Fundraising, or any other matter referred to herein. Its
responsibilities as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are
owed to the London Stock Exchange and the Company and not to any
other person in respect of his decision to acquire Existing
Ordinary Shares, New Ordinary Shares or Convertible Loan Notes in
reliance on any part of this Announcement. Its responsibilities as
the Company's financial adviser are owed to the Company and not to
any other person. No representation or warranty, express or
implied, is made by SPARK as to any of the contents of this
Announcement.
Cantor Fitzgerald which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company
and no-one else in connection with the Fundraising and will not
regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Fundraising and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Placing and Subscription, or any other matter
referred to herein. Its responsibilities as the Company's
bookrunner are owed to the Company and not to any other person in
respect of their decision to Existing Ordinary Shares, New Ordinary
Shares or Convertible Loan Notes in reliance on any part of this
Announcement. No representation or warranty, express or implied, is
made by Cantor Fitzgerald as to any of the contents of this
Announcement.
In this Announcement, references to "pounds sterling", "GBP",
"pence" and "p" are to the lawful currency of the United Kingdom.
References to "US dollars", "US$" and "cents" are to the lawful
currency of United States of America. Unless otherwise stated, the
basis of translation of US dollars into pounds sterling for the
purposes of inclusion in this document is GBP1.00/US$1.256 (being
the prevailing exchange rate as at 8 December 2016, being the last
practicable date before publication of this Announcement).
Cautionary statement regarding forward-looking statements
This Announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations and business of the Company and
the Group.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". The words "believe,"
"estimate," "target," "anticipate," "expect," "could," "would,"
"intend," "aim," "plan," "predict," "continue," "assume,"
"positioned," "may," "will," "should," "shall," "risk" their
negatives and other similar expressions that are predictions of or
indicate future events and future trends identify forward-looking
statements. An investor should not place undue reliance on
forward-looking statements because they involve known and unknown
risks, uncertainties and other factors that are in many cases
beyond the Company's or the Group's control. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. The Company cautions investors that
forward-looking statements are not guarantees of future performance
and that its actual results of operations and financial condition,
and the development of the industry in which it operates, may
differ materially from those made in or suggested by the
forward-looking statements contained in this Announcement and/or
information incorporated by reference into this Announcement. In
addition, even if the Company's or the Group's results of
operation, financial position and growth, and the development of
the markets and the industry in which the Group operates, are
consistent with the forward-looking statements contained in this
Announcement, these results or developments may not be indicative
of results or developments in subsequent periods. The cautionary
statements set forth above should be considered in connection with
any subsequent written or oral forward-looking statements that the
Company, or persons acting on its behalf, may issue.
Past performance of the Company cannot be relied on as a guide
to future performance. As a result, you are cautioned not to place
undue reliance on such forward-looking statements. A variety of
factors may cause the Company's or the Group's actual results to
differ materially from the forward-looking statements contained in
this Announcement. Forward-looking statements speak only as of
their date and the Company, its parent and subsidiary undertakings,
the subsidiary undertakings of such parent undertakings, SPARK,
Cantor Fitzgerald and any of such persons' respective directors,
officers, employees, agents, affiliates or advisers expressly
disclaim any obligation to supplement, amend, update or revise any
of the forward-looking statements made herein, except where it
would be required to do so under applicable law.
You are advised to read this Announcement and the Circular (once
published) in their entirety for a further discussion of the
factors that could affect the Group's future performance. In light
of these risks, uncertainties and assumptions, the events described
in the forward-looking statements in this Announcement may not
occur.
No statement in this Announcement is intended as a profit
forecast or a profit estimate and no statement in this Announcement
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
The information contained herein is restricted and is not for
publication, release or distribution in or into the United States,
Canada, Australia, Japan, Singapore, the Republic of South Africa
(each a "Prohibited Territory"), or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such
jurisdiction.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of any subscription for Placing
Shares.
These Terms and Conditions do not constitute an offer or
invitation to acquire, underwrite or dispose of, or any
solicitation of any offer or invitation to acquire, underwrite or
dispose of, any Ordinary Shares or other securities of the Company
to any person in any jurisdiction to whom it is unlawful to make
such offer, invitation or solicitation in such jurisdiction.
Persons who seek to participate in the Placing must inform
themselves about and observe any such restrictions and must be
persons who are able to lawfully receive this Announcement in their
jurisdiction. In particular, these Terms and Conditions do not
constitute an offer or invitation (or a solicitation of any offer
or invitation) to acquire, underwrite or dispose of or otherwise
deal in any Ordinary Shares or other securities of the Company in
any Prohibited Territory, subject to certain limited
exemptions.
Members of the public are not eligible to take part in the
Placing and these Terms and Conditions are for information purposes
only.
Each Placee agrees and warrants that it is not acquiring Placing
Shares on behalf of members of the public or its retail clients (as
that term is defined in the rules of the FCA), save where the
Placee does so on a fully discretionary basis and without reference
to any such retail clients. The Terms and Conditions are directed
only at:
(A) persons in member states of the European Economic Area who
are qualified investors within the meaning of Article 2(1)E of the
EU Prospectus Directive (which means Directive 2003/71/EC, as
amended from time to time, and includes any relevant implementing
directive measure in any member state) (the "Prospectus Directive")
("Qualified Investors"); and
(B) in the United Kingdom, to persons whose ordinary activities
involve them acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
businesses and who have professional experience in matters relating
to investments falling within the definition of 'investment
professionals' in Article 19 of the Order or are high net worth
body corporates, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49 of the
Order or to whom it may otherwise lawfully be communicated,
(all such persons referred to in (A) and (B) together being
referred to as "Relevant Persons").
The Placing Shares have not been, and will not be, registered
under the Securities Act or under any other securities legislation
of any state of the United States or registered or qualified under
the applicable securities laws of any province of any Prohibited
Territory. Accordingly, the Placing Shares may not, subject to
certain limited exceptions, be offered or sold, directly or
indirectly, within any Prohibited Territory or a national, citizen
or resident of any province of any Prohibited Territory. The
Placing Shares are being offered and sold outside the United States
in offshore transactions complying with Regulation S under the
Securities Act, which provides an exemption from the requirement to
register the offer and sale under the Securities Act.
These Terms and Conditions apply to Placees, each of whom
confirms his agreement, whether by telephone or otherwise, with
Cantor Fitzgerald to subscribe for Placing Shares in the Placing
and to be legally and irrevocably bound by these Terms and
Conditions which will be the Terms and Conditions on which the
Placing Shares will be acquired in the Placing.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Capitalised terms not otherwise defined in this appendix are as
defined in the Announcement relating to the Placing of which this
appendix forms a part.
The Terms and Conditions must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which the Terms and Conditions set out herein relates
is available only to Relevant Persons and will be engaged in only
with Relevant Persons. A Placee may not assign, transfer, or in any
manner, deal with its rights and obligations under the agreement
arising from the acceptance of the Placing, without the prior
written agreement of Cantor Fitzgerald, in accordance with all
relevant requirements.
All times and dates in this appendix are references to times and
dates in London (United Kingdom).
Terms of the Placing
Cantor Fitzgerald has today entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, Cantor Fitzgerald (as broker) has
agreed as agent of the Company to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing Price
(the "Bookbuild"), as further described in this Announcement and as
set out in the Placing Agreement. No element of the Placing is
underwritten.
Each Placee's commitment to subscribe for a fixed number of
Placing Shares under the Placing will be agreed orally with Cantor
Fitzgerald and such agreement will constitute a binding irrevocable
commitment by a Placee, subject to the Terms and Conditions set out
in this appendix, to subscribe and pay for the relevant number of
Placing Shares (the "Placing Participation") at the Placing Price.
Such commitment is not capable of termination or rescission by the
Placee. All such obligations are entered into by the Placee with
Cantor Fitzgerald acting in their capacity as agents of the Company
and are therefore directly enforceable by the Company.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent a confirmatory email
stating the number of Placing Shares allocated to it at the Placing
Price and the total subscription amount payable to Cantor
Fitzgerald (the "Confirmation Note"). Settlement instructions will
be sent separately to each Placee following satisfaction of all of
the Restructuring Conditions.
Placees may also elect to acquire Convertible Loan Notes the
terms of which are more fully described in the Announcement.
Allocations of Convertible Loan Notes shall be made such that
all Placees and any Company Placees that have applied for
Convertible Loan Notes are treated on a consistent basis as to the
proportion of Ordinary Shares and Convertible Loan Notes that makes
up each such applicants' allocation.
Each Placee will be deemed to have read the Announcement
(including these Terms and Conditions) in its entirety. Cantor
Fitzgerald is acting for the Company and no-one else in connection
with the Placing and will not regard any other person (whether or
not a recipient of these Terms and Conditions) as a client in
relation to the Placing and to the fullest extent permitted by law
and applicable FCA rules, neither Cantor Fitzgerald nor any of its
affiliates will have any liability, obligation or duty to Placees
or to any person other than the Company in respect of the
Placing.
The Placing Shares will rank pari passu in all respects and form
one class with the Existing Ordinary Shares (as restructured as a
result of the passing of the Shareholder Resolutions) in issue on
Admission, including the right to receive dividends or other
distributions, if any. The Placing Shares will be issued free of
any encumbrance, lien or other security interest.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in the Announcement (including this appendix) released by
the Company today.
Application for Admission
Following satisfaction of the Restructuring Conditions
application will be made to the London Stock Exchange for Admission
of the Placing Shares to trading on AIM. Notice of the proposed
date for Admission will be provided to each Placee at such time,
including details for settlement of the Placing Shares. It is
currently expected that Admission will take place in January
2017.
Placing Participations conditional
The Placing and Placing Participations are in all respects
conditional upon:-
(i) satisfaction of the Restructuring Conditions;
(ii) the Company not having received any written notification of
the cancellation of the listing of the Company's Ordinary Shares on
AIM;
(iii) the Placing Agreement becoming unconditional in all
respects and not having been terminated in accordance with its
terms; and
(iv) Admission having become effective,
in each case by 8.30 a.m. on 31 January 2017 or such later time
and/or date as the Company and Cantor Fitzgerald agree such date
being not later than 15 February 2017 (the "Long Stop Date").
Scaling back
Cantor Fitzgerald (after consulting with the Company) reserves
the right to scale back the number of Placing Shares to be
subscribed by any Placee or the number of Placing Shares to be
subscribed for by all Placees in aggregate. The Company and Cantor
Fitzgerald also reserve the right not to offer allocations of
Placing Shares to any person and not to accept offers to subscribe
for Placing Shares or to accept such offers in part rather than in
whole. Cantor Fitzgerald shall be entitled to effect the Placing by
such method as they shall in their sole discretion determine.
To the fullest extent permissible by law, neither Cantor
Fitzgerald nor any holding company thereof, nor any subsidiary,
branch or affiliate of Cantor Fitzgerald (each an "Affiliate") nor
any person acting on behalf of any of the foregoing shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Cantor
Fitzgerald, any of its Affiliates or any person acting on behalf of
any such person shall have any liability to Placees in respect of
its conduct of the Placing.
Placing Agreement
Pursuant to the Placing Agreement, Cantor Fitzgerald has agreed
on behalf of and as agent of the Company, to use its reasonable
endeavours to procure persons who will subscribe for the Placing
Shares at the Placing Price, subject to these Terms and Conditions.
The Placing is not underwritten.
Conditions of the Placing
The obligations of Cantor Fitzgerald under the Placing Agreement
in respect of the Placing Shares are conditional, inter alia,
on:-
(i) satisfaction of the Restructuring Conditions;
(ii) the Company not having received any written notification of
the cancellation of the listing of the Company's Ordinary Shares on
AIM;
(iii) the Takeover Panel having confirmed and having updated in
the disclosure table set out on its website on the business day
prior to Admission that the Offer Period has ended;
(iv) the current suspension of the Company's Ordinary Shares
trading on AIM having been lifted by AIM and dealings in the
Company's Ordinary Shares commencing on AIM;
(v) none of the warranties or undertakings contained in the
Placing Agreement being untrue, inaccurate or misleading in any
material respect at any time before Admission and no fact or
circumstance having occurred or arisen which would constitute a
material breach of any of the warranties or undertakings on the
part of the Company contained in the Placing Agreement;
(vi) the Placing Shares having been allotted, subject only to
Admission, in accordance with the Placing Agreement; and
(vii) Admission taking place not later than the Long Stop Date; and
(viii) the aggregate amount of the gross proceeds actually
received by or on behalf of the Company or legally committed
(conditional only on Admission) to the Company from the Placing and
Subscription and the issue of the Convertible Loan Notes being not
less than US$15 million in aggregate (based on the Sterling US
dollar spot exchange rate on Bloomberg at 07.00 GMT on the date of
this Announcement).
The Placing Agreement contains, inter alia, certain warranties
and indemnities from the Company for the benefit of Cantor
Fitzgerald.
Right to terminate under the Placing Agreement
Cantor Fitzgerald may, in its absolute discretion, terminate the
Placing Agreement:
(i) if any of the warranties given by the Company to Cantor
Fitzgerald in the Placing Agreement;
(a) was not true or accurate or was misleading at the date of the Placing Agreement; or
(b) would not be true and accurate, or would be misleading, if
they were to be repeated at any time prior to Admission (by
reference to the facts and circumstances in each case then
existing),
in the case of each of (a) and (b) in a respect which Cantor
Fitzgerald considers (acting in good faith) to be material in the
context of the Placing;
(ii) in the event of the failure of the Company to comply with
its material obligations under the Placing Agreement;
(iii) in the event of the occurrence (in the sole judgment of
Cantor Fitzgerald (acting in good faith) of a material adverse
change in the financial or trading position or prospects of the
Company and the Group as a whole; or
(iv) in the event of the occurrence of a 'force majeure' event
which, in the opinion of Cantor Fitzgerald (acting in good faith),
is likely to have a material adverse effect on the Placing or
dealings in the Ordinary Shares following Admission or on the
Creditors Proposal or the likely approval of the Creditors Proposal
Approval.
The exercise by Cantor Fitzgerald of any right of termination
(or any right of waiver exercisable by Cantor Fitzgerald) contained
in the Placing Agreement or the exercise of any discretion under
the Terms and Conditions set out herein is within the absolute
discretion of the Cantor Fitzgerald and Cantor Fitzgerald will have
no liability to Placees whatsoever in connection with any decision
to exercise or not exercise any such rights.
By accepting the Placing Shares referred to in the Announcement
to which this appendix is annexed, each Placee agrees that, without
having any liability to such Placee, Cantor Fitzgerald may, in its
absolute discretion, exercise the right:
(i) to extend the time for fulfilment of any of the conditions
in the Placing Agreement (provided that Placees' commitments are
not extended beyond the Long Stop Date);
(ii) to waive, in whole or in part, fulfilment of certain of the conditions; or
(iii) to terminate the Placing Agreement, in each case without
consulting Placees (or any of them).
If any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived), the Placing Agreement is
terminated or the Placing Agreement does not otherwise become
unconditional in all respects, the Placing will not proceed and all
funds delivered by Placees to Cantor Fitzgerald or the Company
pursuant to the Placing and this appendix will be returned to
Placees at their risk without interest, and Placees' rights and
obligations under the Placing shall cease and determine at such
time and no claim shall be made by Placees in respect thereof.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B8JG4R91) following Admission will take place within CREST
(subject to certain exceptions). Cantor Fitzgerald reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the jurisdiction of any Placee.
Notice of the proposed date for Admission will be provided to
each Placee following satisfaction of the Restructuring Conditions,
including details for settlement of the Placing Shares.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of 3 percentage points above The Royal Bank of
Scotland plc's base rate, with interest compounded on a daily
basis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cantor Fitzgerald may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for Cantor Fitzgerald's account and
benefit (as agents for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on
Cantor Fitzgerald all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all
actions which Cantor Fitzgerald lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Confirmation Note
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Further Terms, Confirmations and Warranties
By accepting the Placing Participation referred to in the
Confirmation Note, each Placee makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings
to Cantor Fitzgerald and the Company and their respective
directors, agents and advisers:
1. each Placee confirms, represents and warrants that it has
read and understood the Announcement (including this appendix) in
its entirety and acknowledges that its Placing Participation will
be governed by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings of this appendix;
2. each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this appendix
is legally binding, irrevocable and is not capable of termination
or rescission by such Placee in any circumstances;
3. each Placee confirms, represents and warrants that it has not
relied on, received or requested nor does it have any need to
receive, any prospectus, offering memorandum, listing particulars
or any other document (other than the Announcement), any
information given or any representations, warranties agreements or
undertakings (express or implied), written or oral, or statements
made at any time by the Company, Cantor Fitzgerald or by any
subsidiary, holding company, branch or associate of the Company,
Cantor Fitzgerald or any of their respective officers, directors,
agents, employees or advisers, or any other person in connection
with the Placing, the Company and its subsidiaries or the Placing
Shares and that in making its application under the Placing it is
relying solely on the information contained in the Announcement and
this appendix and it will not be relying on any agreements by the
Company and its subsidiaries or Cantor Fitzgerald, or any director,
employee or agent of the Company, Cantor Fitzgerald other than as
expressly set out in this appendix for which none of Cantor
Fitzgerald nor any of their directors and/or employees and/or
person(s) acting on behalf of any of them shall to the maximum
extent permitted under law have any liability except in the case of
fraud;
4. each Placee acknowledges that the Ordinary Shares are (and
the Placing Shares will be) admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and
practices of AIM and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
companies whose shares are admitted to trading on AIM, without
undue difficulty;
5. each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks
associated with, and other characteristics of, the Placing Shares
and, among others, of the fact that it may not be able to resell
the Placing Shares except in accordance with certain limited
exemptions under applicable securities legislation and regulatory
instruments;
6. each Placee confirms, represents and warrants, if a company,
that it is a valid and subsisting company and has all the necessary
corporate capacity and authority to execute its obligations in
connection with the Placing Participation and confirms, represents
and warrants that any person who confirms to Cantor Fitzgerald on
behalf of a Placee an agreement to subscribe for Placing Shares is
duly authorised to provide such confirmation to Cantor
Fitzgerald;
7. each Placee agrees that the exercise by Cantor Fitzgerald of
any right of termination or any right of waiver exercisable by
Cantor Fitzgerald contained in the Placing Agreement or the
exercise of any discretion including (without limitation) the right
not to enter into the Placing Agreement is within the absolute
discretion of Cantor Fitzgerald, and neither party will have any
liability to any Placee whatsoever in connection with any decision
to exercise or not exercise any such rights. Each Placee
acknowledges that if: (i) any of the conditions in the Placing
Agreement are not satisfied (or, where relevant, waived); (ii) the
Placing Agreement is terminated; or (iii) the Placing Agreement
does not otherwise become unconditional in all respects; the
Placing will lapse and such Placee's rights and obligations in
relation to the Placing shall cease and determine at such time and
no claim shall be made by any Placee in respect thereof;
8. each Placee acknowledges and agrees that Cantor Fitzgerald is
not acting for, and that it does not expect Cantor Fitzgerald to
have any duties or responsibilities towards, such Placee,
including, without limitation, for providing protections afforded
to customers or clients of Cantor Fitzgerald under the FCA's
Conduct of Business Sourcebook or advising such Placee with regard
to its Placing Participation and that such Placee is not, and will
not be, a customer or client of Cantor Fitzgerald as defined by the
FCA's Conduct of Business Sourcebook in connection with the
Placing. Likewise, Cantor Fitzgerald will not treat any payment by
such Placee pursuant to its Placing Participation as client money
governed by the FCA's Client Assets Sourcebook;
9. each Placee undertakes and agrees that it will be responsible
for any stamp duty or stamp duty reserve tax in relation to the
Placing Shares comprised in its Placing Participation and that
neither Cantor Fitzgerald nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax in relation
to the Placing Shares comprised in such Placee's Placing
Participation;
10. each Placee confirms, represents and warrants that it is a
Relevant Person and that it may lawfully subscribe for or acquire
the Placing Shares comprised in such Placee's Placing Participation
and that it has complied with and will comply with all applicable
provisions of FSMA with respect to anything done by such Placee in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
11. each Placee acknowledges and agrees that the agreement
confirmed by the Confirmation Note is a legally binding contract
between it and the Company and the Terms and Conditions of such
Placee's Placing Participation will be governed by, and construed
in accordance with, the laws of England and Wales to the exclusive
jurisdiction of whose courts such Placee irrevocably agrees to
submit;
12. each Placee agrees that it will ensure delivery and payment
is completed in accordance with the settlement instructions set out
in the Confirmation Note and acknowledges and agrees that time
shall be of the essence as regards such Placee's obligations
pursuant to its Placing Participation;
13. each Placee acknowledges and agrees that it is the
responsibility of such Placee (if it is outside of the United
Kingdom) to satisfy itself that, in doing so, such Placee complies
with the laws of any relevant territory in connection with its
Placing Participation and that it obtains any requisite
governmental or other consents and observes any other applicable
formalities;
14. each Placee acknowledges and agrees that the Announcement
does not constitute an offer to sell, or the solicitation of an
offer to subscribe for or buy, Placing Shares in any jurisdiction
in which such an offer or solicitation is unlawful. Accordingly,
such Placee acknowledges and agrees that the Placing Shares may
not, subject to certain limited exceptions, be offered or sold,
directly or indirectly, in or into any Prohibited Territory or
offered or sold to, or for the account or benefit of, a national,
citizen or resident of any Prohibited Territory, in each case
subject to limited exemptions, or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such
jurisdiction;
15. each Placee acknowledges and agrees that the Placing Shares
have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or
jurisdiction of any Prohibited Territory's securities legislation
and therefore the Placing Shares may not be offered, sold,
transferred or delivered directly or indirectly into any Prohibited
Territory or their respective territories and possessions, subject
to limited exemptions, and in the case of the United States,
pursuant to an exemption from, or in a transaction not subject to
the registration requirements of the Securities Act and in
compliance with United States securities laws;
16. each Placee confirms, represents and warrants that it has
complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be
required in connection with its Placing Participation and complied
with all requisite formalities, and that it has not taken any
action or omitted to take any action which will or may result in
Cantor Fitzgerald, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing or such Placee's Placing
Participation;
17. each Placee confirms, represents and warrants that its
subscription for Placing Shares does not trigger, in the
jurisdiction in which such Placee is resident or located: (i) any
obligation to prepare or file a prospectus or similar document or
any other report with respect to such subscription; (ii) any
disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of Cantor Fitzgerald
or the Company;
18. each Placee confirms, represents and warrants it is acting
as principal and for no other person and that its Placing
Participation will not give any other person a contractual right to
require the issue by the Company of any Placing Shares;
19. each Placee confirms, represents and warrants that in
accepting its Placing Participation it is not applying for
registration as, or as a nominee or agent for, a person who is or
may be a person mentioned in sections 67 to 72 inclusive and
sections 93 to 97 inclusive of the Finance Act 1986;
20. each Placee confirms, represents and warrants that, to the
extent applicable to it, it is aware of its obligations in
connection with the Criminal Justice Act 1993, the Terrorism Act
2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money
Laundering Regulations 2007, the Proceeds of Crime Act 2002, Part
VIII of the Financial Services and Markets Act 2000 (as amended)
and the Market Abuse Regulation, it has identified its clients in
accordance with the Money Laundering Regulations 2007 and it has
complied fully with its obligations pursuant to those
Regulations;
21. each Placee acknowledges and agrees that all times and dates
in this Announcement and the Terms and Conditions set out in this
appendix, may be subject to amendment and that Cantor Fitzgerald
will notify it of any such amendments;
22. each Placee acknowledges and agrees that no term of the
agreement confirmed by the Confirmation Note shall be enforceable
under the Contracts (Rights of Third Parties) Act 1999 by any
person other than Cantor Fitzgerald or any affiliate of Cantor
Fitzgerald or any Indemnified Person (as hereinafter defined);
23. each Placee acknowledges that any of its monies held or
received by Cantor Fitzgerald will not be subject to the
protections conferred by the FCA's Client Money Rules;
24. each Placee confirms, represents and warrants that it
understands that the Placing Shares have not been and will not be
registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered or sold or
otherwise transferred in the United States or to, or for the
account or benefit of, US Persons except pursuant to a registration
statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, and, in connection
with any such transfer, the Company will have the right to obtain,
as a condition to transfer, a legal opinion of counsel, in form and
by counsel reasonably satisfactory to the Company, that no such
Securities Act registration is or will be required along with
appropriate certifications by the transferee as to the 'Accredited
Investor' status and/or other appropriate matters;
25. each Placee confirms, represents and warrants that it is not a US Person;
26. each Placee confirms, represents and warrants that it has
not distributed, forwarded, transferred or otherwise transmitted
this Announcement or any other presentation or offering materials
concerning the Placing Shares within the United States, nor will it
do any of the foregoing. Such Placee further confirms that it
understands that the information in this Announcement, including
financial information, may be materially different from any
disclosure that would be provided in a United States offering;
27. each Placee agrees, confirms, represents, warrants and undertakes as follows:-
27.1. it is, at the time of the offer and acceptance of the
Placing Shares, outside the United States for the purposes of
Regulation S;
27.2. it will not offer or sell the Placing Shares in the United
States absent registration or an exemption from registration under
the Securities Act;
27.3. it is aware that the Placing Shares are being offered
outside the United States in reliance on Regulation S; and
27.4. it did not purchase or otherwise acquire the Placing
Shares based on or due to directed selling efforts (as defined in
Rule 902 under the Securities Act), including based on an
advertisement in a publication with a general circulation in the
United States, nor has it seen or been aware of any activity that,
to its knowledge, constitutes directed selling efforts in the
United States;
28. if it is subscribing for the Placing Shares in the United
Kingdom, each Placee is a person falling within the exemption
contained in Section 86(1)(a) of the Financial Services and Markets
Act 2000 (as amended) or falling within one or more of the
categories of persons set out in Article 19 (Investment
Professionals) or Article 49 (High net worth companies,
unincorporated associations etc.) of the Order;
29. if it is subscribing for the Placing Shares in the EEA, it is a Qualified Investor;
30. each Placee confirms, represents and warrants that, in
making its investment decision with respect to the Placing Shares,
it has:-
30.1. not relied on the Company or any of its respective
affiliates or on any document published by any of them;
30.2. the ability to bear the economic risk of its investment in
the Placing Shares and has no need for liquidity with respect to
its investment in the Placing Shares;
30.3. such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and
suitability of investing in the Placing Shares, and is able to
sustain a complete loss of any investment in the Placing Shares;
and
30.4. investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares, including any federal, state and local tax
consequences, affecting it in connection with its subscription for
and any subsequent disposal of the Placing Shares;
31. each Placee acknowledges and agrees that it is not entitled
to the protections afforded to clients of Cantor Fitzgerald in
connection with the Placing and that neither Cantor Fitzgerald nor
any of its affiliates nor any of their respective officers,
directors, employees or advisers shall be liable for any losses
(including, without limitation, loss of profit, loss of business or
opportunity and special interest or consequential losses), damages
or costs of the Placee save as a result of fraud or for death or
personal injury;
32. each Placee acknowledges that the Company, Cantor
Fitzgerald, CREST, the registrar, any transfer agent, any
distributors or dealers and their respective affiliates and others
will rely on the truth and accuracy of the foregoing warranties,
acknowledgements, representations, undertakings and agreements, and
agrees to notify the Company and Cantor Fitzgerald promptly in
writing if any of its warranties, acknowledgements,
representations, undertakings or agreements set out above cease to
be accurate and complete and to indemnify and hold harmless on an
after-tax basis the Company, Cantor Fitzgerald and any of their
respective officers, directors, agents, employees or advisers (the
"Indemnified Persons") from and against any and all loss, damage,
liability or expense, including reasonable costs and attorneys'
fees and disbursements, which an Indemnified Person may incur by
reason of, or in connection with, any representation or warranty
made by such Placee as set out above not having been true when
made, any misrepresentation made or any failure by such Placee to
fulfil any of its undertakings or agreements set out above or any
other document such Placee provides to the Company or Cantor
Fitzgerald. Such Placee irrevocably authorises each of the Company
and Cantor Fitzgerald to produce a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby;
33. each Placee acknowledges that the rights and remedies of
Cantor Fitzgerald and the Company under these Terms and Conditions
are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one right or remedy will not prevent the exercise of the other
rights and/or remedies; and
34. each Placee undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Cantor Fitzgerald may in their
sole discretion determine and without liability to such Placee and
such Placee will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty
or stamp duty reserve tax (together with any interest or penalties
due pursuant to or referred to in these Terms and Conditions) which
may arise upon the placing or sale of such Placee's Placing Shares
on its behalf.
CREST and certificated Placing Shares
Placing Shares, once issued, will be admitted to CREST with
effect from Admission. Placees will receive Placing Shares
comprised in their Placing Participation in uncertificated form
registered in their CREST member account.
Responsibility
The Terms and Conditions set out in this appendix and the
Announcement of which it forms part have been issued by the Company
and are the sole responsibility of the Company.
APPIX II
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Circular and Form of Proxy 13 December 2016
posted to Shareholders
Creditors Meeting to consider 19 December 2016
the Creditors Proposal
General Meeting 29 December 2016
Anticipated date of approval January 2017
of the Trinidad and Tobago
Court in respect of the Creditors
Proposal ("Court Date")*
New Ordinary Shares to be admitted Court Date + two
to trading on AIM trading days
Issue of Placing Shares and Court Date + two
admission of Placing Shares trading days
to trading on AIM
Issue of Convertible Loan Notes Court Date + two
trading days
CREST stock accounts credited Court Date + two
with the Placing Shares in trading days
uncertificated form
Despatch of share certificates Court Date + seven
for Placing Shares in certificated trading days
form by no later than
Despatch of loan note certificates Court Date + seven
for Convertible Loan Notes trading days
in certificated form by no
later than
* It is anticipated that the Court Date will not be allocated
until after the Trinidad and Tobago Creditors have approved the
Creditors Proposal. A further announcement will be made on this at
the appropriate time.
Notes:
1. Future times and dates are indicative only and are subject to
change by the Company, in which event details of the new times and
dates will be notified to the Shareholders through a regulatory
information service. In particular, the times and dates set out
above are subject to the times and dates to be set out in the
Circular. The timetable above assumes that: (i) the Creditors
Proposal is approved by the Trinidad and Tobago Creditors at the
Creditors Meeting; (ii) the Creditors Proposal is approved by the
Trinidad and Tobago Court; (iii) the Shareholder Resolutions are
passed at the General Meeting; and (iv) the suspension of the
Ordinary Shares from trading on AIM is lifted prior to completion
of the Fundraising.
2. References to times in this Announcement are to London time
unless otherwise stated.
APPIX III
DEFINITIONS
2P proved and probable reserves
Admission the effective admission of
the Placing Shares to trading
on AIM pursuant to the AIM
Rules
AIM AIM, a market operated by
London Stock Exchange
AIM Rules the 'AIM Rules for Companies'
published by London Stock
Exchange for companies whose
shares are traded on AIM,
governing the admission to
and operation of AIM, as
amended from time to time
Announcement this Announcement, including
all appendices
bbls barrels
BIR the Trinidad and Tobago Board
of Inland Revenue
Board or Directors the board of directors of
the Company at the date of
this Announcement
Bopd barrels of oil per day
Bookbuild the accelerated bookbuild
carried out by Cantor Fitzgerald
as bookrunner in which the
identity of Placees and allocation
of New Ordinary Shares to
be issued pursuant to the
Placing will be determined
Cantor Fitzgerald Cantor Fitzgerald Europe,
an unlimited company (incorporated
and registered in England
and Wales under company number
02505767) the registered
office of which is at One
Churchill Place, Canary Wharf,
London, E14 5RB, being the
Company's broker
Circular the circular to be sent to
Shareholders containing details
of the Fundraising and convening
the General Meeting to consider
the Shareholder Resolutions
Citi all or any of Citigroup Inc,
Citibank (Trinidad & Tobago)
Limited and Citibank, N.A.
Citi Settlement Agreement the conditional settlement
agreement among the Trinidad
and Tobago Subsidiaries and
Citi dated 8 December 2016
Company or Trinity Trinity Exploration & Production
plc, a company incorporated
and registered in England
and Wales with registered
number 07535869
Company Placee any person procured by the
Company who offers to subscribe
for Placing Shares in the
Placing and Subscription
(and "Company Placees" shall
be construed accordingly)
Convertible Loan the US$6,550,000 7.25 per
Notes cent. Convertible Unsecured
Loan Notes 2024 to be issued
by the Company
Convertible Loan the proposed issue of the
Notes Subscription Convertible Loan Notes
Creditors Meeting the meeting of Trinidad and
Tobago Creditors to consider
the Creditors Proposal, expected
to take place on 19 December
2016
Creditors Proposal the written proposal for
a scheme or arrangement between
the Trinidad and Tobago Subsidiaries
and the Trinidad and Tobago
Creditors pursuant to Part
V of the Trinidad and Tobago
Bankruptcy and Insolvency
Act, such proposal having
been filed with the Supervisor
on 8 December 2016
Creditors Proposal approval of a sufficient
Approval proportion of the creditors
of the Trinidad and Tobago
Subsidiaries, by number and
by value in accordance with
the Trinidad and Tobago Bankruptcy
and Insolvency Act, of the
Creditors Proposal
CREST a relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations)
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001/3755)
as amended from time to time
Deferred Shares deferred shares of US$0.99
each in the capital of the
Company following completion
of the Share Capital Reorganisation
Euroclear Euroclear UK & Ireland Limited,
the operator of CREST
Existing Ordinary the 94,799,986 ordinary shares
Shares of US$1.00 each in the capital
of the Company in issue as
at the date of this Announcement
FCA the Financial Conduct Authority
Form of Proxy the form of proxy for use
in connection with the General
Meeting which will accompany
the Circular
FSMA the UK Financial Services
and Markets Act 2000 (as
amended)
Fundraising the Placing and Subscription
and the Convertible Loan
Notes Subscription
General Meeting the general meeting of the
Company expected to be held
on 29 December 2016
Government and State the BIR and the MEEI
Creditors
Group the Company and its subsidiaries
and subsidiary undertakings
from time to time
ISIN international securities
identification number
London Stock Exchange London Stock Exchange plc
MEEI the Ministry of Energy and
Energy Industries of Trinidad
and Tobago
MMbbls millions of barrels
New Ordinary Shares the ordinary shares of US$0.01
in the capital of the Company
following the passing of
the Shareholder Resolutions
Offer Period the period commenced at 07:00
on 8 April 2015 when Trinity
was treated as being in an
'offer period' (as such term
is defined in the City Code
on Takeovers and Mergers)
by the Takeover Panel
Order the Financial Services and
Markets Act 2000 (Financial
Promotion) Order 2005, as
amended
Ordinary Shares prior to Admission, ordinary
shares of US$1 each in the
capital of the Company and,
from the passing of the Shareholder
Resolutions and Admission,
ordinary shares of US$0.01
each in the capital of the
Company
Petrotrin the Petroleum Company of
Trinidad and Tobago Limited
Placee any person procured by Cantor
Fitzgerald who offers to
subscribe for Placing Shares
in the Placing (and "Placees"
shall be construed accordingly)
Placing the placing of the Placing
Shares at the Placing Price
by Cantor Fitzgerald pursuant
to the Bookbuild
Placing and Subscription the placing of Placing Shares
to Placees pursuant to the
Placing and the issue of
Placing Shares at the Placing
Price to Company Placees
pursuant to conditional subscription
agreements, to raise aggregate
gross proceeds of approximately
US$11.725 million (approximately
GBP9.3 million)
Placing Agreement the placing agreement dated
9 December 2016 among the
Company, Cantor Fitzgerald
and SPARK in relation to
the Placing
Placing Price 4.98 pence per Placing Share
Placing Shares the New Ordinary Shares to
be issued pursuant to the
Placing and Subscription
Prohibited Territory the United States, Canada,
Japan, Australia, Singapore
or the Republic of South
Africa
Regulation S Regulation S under the Securities
Act
Restructuring the Share Capital Reorganisation,
the Placing and Subscription,
the Convertible Loan Notes
Subscription, the Creditors
Proposal and the Settlement
Agreements
Restructuring Conditions the receipt of the Shareholder
Approval, the Creditors Proposal
Approval and the Trinidad
and Tobago Court Approval
Secured Creditor a person holding a mortgage,
pledge, charge or lien on
or against the property of
a Trinidad and Tobago Subsidiary
or any part thereof as security
for a debt due or accruing
due to him from a Trinidad
and Tobago Subsidiary or
a person whose claim is based
on, or secured by, a negotiable
instrument held as collateral
security and on which the
debtor is only indirectly
or secondarily liable (being
Citi)
Securities Act the United States Securities
Act of 1933, as amended
Settlement Agreements the settlement agreements
entered into on or about
the date of this Announcement
by the Group with various
creditors including without
limitation the Citi Settlement
Agreement
Share Capital Reorganisation the share capital reorganisation
in terms of which each Existing
Ordinary Share will be divided
and converted into one New
Ordinary Share and one Deferred
Share
Shareholder Approval the passing, without variation
of all of the Shareholder
Resolutions
Shareholder Resolutions the resolutions to be proposed
at the General Meeting as
set out in the notice of
general meeting to be included
in the Circular, including:
(i) a special resolution
to amend the articles of
association of the Company;
(ii) a special resolution
to effect the Share Capital
Reorganisation; (iii) an
ordinary resolution pursuant
to section 551 of the Companies
Act 2006 giving the Directors
authority to allot shares
in the Company pursuant to
the Placing and Subscription
and the Convertible Loan
Notes Subscription; and (iv)
a special resolution giving
the Directors authority in
accordance with section 570
of the Companies Act 2006
to allot equity securities
(within the meaning of section
560 of the 2006 Act) pursuant
to the Placing and Subscription
and the Convertible Loan
Notes Subscription as if
section 561(1) of the Companies
Act 2006 did not apply
Shareholders the holders of Existing Ordinary
Shares in the capital of
the Company
SPARK SPARK Advisory Partners Limited,
a limited company (incorporated
and registered in England
and Wales under company number
03191370) the registered
office of which is at 5 St.
John's Lane, London, EC1M
4BH
Supervisor the Office of the Supervisor
of Insolvency established
by the Trinidad and Tobago
Bankruptcy and Insolvency
Act
Takeover Panel The Panel on Takeovers and
Mergers
Terms and Conditions the terms and conditions
of the Placing, set out in
an Appendix I to this Announcement
Trinidad and Tobago the Republic of Trinidad
and Tobago
Trinidad and Tobago the Bankruptcy and Insolvency
Bankruptcy and Insolvency Act (No.27 of 2007) of Trinidad
Act and Tobago
Trinidad and Tobago the High Court of Trinidad
Court and Tobago and includes a
judge sitting in chambers
Trinidad and Tobago the Creditors Proposal being
Court Approval approved by the Trinidad
and Tobago Court in accordance
with the Trinidad and Tobago
Bankruptcy and Insolvency
Act
Trinidad and Tobago a person to whom a Trinidad
Creditor and Tobago Subsidiary as
at 31 July 2016 is indebted
and who has a claim, unsecured,
preferred by virtue of priority
under section 127 of the
Trinidad and Tobago Bankruptcy
and Insolvency Act or secured,
provable as a claim under
the Trinidad and Tobago Bankruptcy
and Insolvency Act (and "Trinidad
and Tobago Creditors" shall
be construed accordingly)
Trinidad and Tobago the Company's Trinidad and
Subsidiaries Tobago incorporated wholly-owned
direct and indirect subsidiaries
Trinity Exploration and Production
(Trinidad and Tobago) Limited,
Galeota Oilfield Services
Limited, Trinity Exploration
and Production (Galeota)
Limited, Tabaquite Exploration
& Production Company Limited,
Trinity Exploration and Production
(GOP) Limited, Trinity Exploration
and Production (GOP-1B) Limited,
Oilbelt Services Limited,
Trinity Exploration and Production
Services Limited and Ligo
Ven Resources Limited (and
"Trinidad and Tobago Subsidiary"
shall be construed accordingly)
Trustee Maria Daniel of Ernst & Young
Services Limited, 5- 7 Sweet
Briar Road, St. Clair, Trinidad
and Tobago (a person who
is licensed or appointed
under the Trinidad and Tobago
Bankruptcy and Insolvency
Act in respect of the Creditors
Proposal)
uncertificated or recorded on the register
uncertificated form of members of the Company
as being held in uncertificated
form in CREST and title to
which, by virtue of the CREST
Regulations, may be transferred
by means of CREST
United Kingdom or the United Kingdom of Great
UK Britain and Northern Ireland
United States or the United States of America,
US its territories and possessions,
any state of the United States
of America, and the District
of Columbia
Unsecured Creditors any Trinidad and Tobago Creditor
other than the Secured Creditor
or a Government and State
Creditor
US$ or $ or US dollars US dollars, the lawful currency
of the United States
US Person a US person as defined in
the Securities Act
GBP Sterling, the lawful currency
of the United Kingdom
This information is provided by RNS
The company news service from the London Stock Exchange
END
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