Interesting comments ......... from poster "ab76" on the LSE investor forum on Aug 3 at 1:38 ...
https://www.lse.co.uk/ShareChat.html?ShareTicker=TXP&share=Touchst-Ex-Di "Back when Touchstone’s offer was first announced, the directors and most of the largest shareholders gave irrevocable undertakings that they would vote in favour of Touchstone’s acquisition. Together they amount to 38.9% of the issued shares and for the reasons that follow I think they still apply: 1. The Court Meeting and General Meeting for the Touchstone acquisition took place on June 24th 2024. Here is the RNS announcing the outcome: hTTps://polaris.brighterir.com/public/trinity_exploration/news/rns/story/xqdjj7w (note the heading is “Results of Court Meeting and General Meeting”). 2. Most of the large shareholders gave irrevocable undertakings to Touchstone to support its takeover. Copies of the undertakings are available on Trinity’s website. Angus Winther’s is available at
hTTps://trinityexploration.com/wp-content/uploads/2024/05/Irrevocable-Undertaking-Angus-Winther-1.pdf 3. The undertaking sets out the terms under which it may lapse. Paragraph 7.2(d), on page 6, provides that it will lapse if “any person other than the Offeror [ie, Touchstone]… announces a Competing Cash Offer or a Higher Competing Offer prior to the date of the Court Meeting and the General Meeting convened in relation to the Scheme”. 4. Lease Operators have announced a competing cash offer. However, it was announced six weeks after the date of the Court Meeting and General Meeting. Since it was not prior to those meetings, it is not now a ground capable of causing the undertaking to lapse. 5. The undertaking requires the giver to vote in favour of the resolutions required to implement Touchstone’s takeover - see paragraph 1.1(a)(i). 6. However, the undertaking also requires the giver to vote “against any resolutions… to be proposed at a General Meeting or Court Meeting which (if passed) might result in any condition of the Acquisition not being fulfilled or which might delay, impede or frustrate the Acquisition in any way (including without any limitation any resolution to implement, or which could assist in the implementation of, a competing offer for the Company by any third party)” - see paragraph 1.1(a)(ii). 7. In light of the above it appears to me that: (i) the irrevocable undertakings remain in place; and (ii) compel those who gave them to vote against Lease Operator’s bid. 8. Touchstone’s acquisition has been progressing as a scheme of arrangement, but they have the right to switch to an offer. I suspect they will now exercise that right and see whether they get to 50.01% acceptances before Lease Operators. Since the undertakings require the givers to accept any offer by Touchstone (see section 8 of the undertaking), they already have nearly 40%. Whoever gets to 50.01% first will likely succeed as the other party will then drop out, which in Touchstone’s case would terminate the undertakings. 9. Things will be clearer on Monday morning, when I expect an announcement from Touchstone." ________________________________
And a follow up post by "ab76" a number of hours later at 10:23 ....
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"I think Trinity’s well aware that the irrevocable undertakings still bind. It seems to me apparent from the different wording used when recommending the Touchstone and then the LO offers. When Touchstone’s offer was announced, the directors wrote: “Accordingly, the Trinity Directors intend to recommend unanimously that Trinity Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as those Trinity Directors who hold Trinity Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 464,463 Trinity Shares representing, in aggregate, approximately 1.2 per cent. of the ordinary share capital of Trinity in issue on 30 April 2024 (excluding any Trinity Shares held in treasury) being the latest practicable date prior to this announcement” - see page 2 of
hTTps://trinityexploration.com/wp-content/uploads/2024/05/Rule-2-7-Announcement.pdf under the heading offer. Yesterday, when recommending LO’s offer, the directors were only able to write, “Accordingly, the Trinity Directors intend to unanimously recommend that eligible Trinity Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting or, subject to the consent of the Panel, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer” (page 2 of hTTps://trinityexploration.com/wp-content/uploads/2024/08/Rule-2.7-Announcement-lease-ops.pdf under the heading recommendation). Why are Trinity’s directors unable to vote for the LO deal? Why are they unable to urge all shareholders, as opposed to just “eligible shareholders”, to vote for the deal? I think because the irrevocable undertakings still apply. If the irrevocable undertakings don’t apply, they’re fairly worthless documents. I don’t think that’s very likely."