Trinity Share Chat (TRIN)

Just reminding myself of what happened here as Touchstone Exploration (TXP) has just done a placing at 11p.

Trinity Exploration & Production PLC - Trinidad & Tobago-focused oil exploration and production firm - Calgary, Canada-based Touchstone Exploration Inc says its takeover offer for fellow AIM listing Trinity is final and won't be raised but will remain open. The board of Trinity Exploration earlier this month switched its support to a rival offer from Lease Operators Ltd, but Touchstone on Wednesday reports that it has acceptances for its offer from shareholders in Trinity representing 41.3% of its shares. Touchstone asks Trinity shareholders to take no action on the Lease Operators offer. "We continue to believe that the Touchstone offer represents an attractive opportunity to materially enhance value for both Trinity's and Touchstone's shareholders, and we have therefore decided not to allow the Touchstone offer to lapse at this juncture" says Touchstone Chief Executive Officer Paul Baay.

Lease Operators is offering to pay 68.05 pence in cash for each Trinity shares, valuing Trinity at GBP26.4 million. The Touchstone offer is all in shares on the basis of 1.5 new Touchstone shares for each Trinity share. This currently values the Trinity shares at 46.44p. At the time of the Touchstone offer back in May, it was worth 61.9p per Trinity share, but the Touchstone share price has fallen since, quoted at 30.96p midday Wednesday in London.

17:23

What you thinking of looking at now your money is free?

I'm looking at about 37% loss.

It's better than 1.5 Touchstone shares, that would only be 45p now.

Paid out today .

In August worked out 45% loss on investment .

Better offer been excepted my loss been reduced to about 45%.

Appears only small local company's interested.

My IG payment is in now.

Thanks for your info mhow..

Nothing for me (IG) - Could be anytime between now & the 20th I think

Anybody been paid out their 68p yet? As of 2.30pm today no sign of it in my Halifax isa account!

Is anyone else still waiting on their payout?, ii holders on advfn said theirs came through on the 18th

Well this is interesting, what happens next is less than clear...

TRIN have said once the court approval and shareholder votes are taken, it will then be agreed on a schedule for completion, I don't believe at the moment Trinity have confirmed any further dates, sure that will come soon...

Is there any indication as to timescale for the LO acquisition?

Nope just declining assets and Jacobin with 11 bopd which is an absolute disaster .

Needs some serious money investment in Trinity and I can't see Lol doing that with such a large loan repayment over the next 4 or 5 years. Just my opinion.

Well 1st Half Interim results and guidance are not exactly stellar, not really seeing any bright spots on the horizon, anyone see anything I missed?

Roll on the 25th August time for the rubber to hit the road, GLTA :-)

Look away, I would.

Hmm, do they lets keep an eye on them both and see what comes to pass, interesting :-)

Yes, the TRIN BoD and the TXP BoD have that in common. Cash is king.

Yeah because the TRIN management were so knocking it out of the ball park before the TXP offer, glad your dream has come true :-)

“Absolutely nothing to do with shareholder value”

Absolutely everything to do with shareholder value, for once. Everything to do with the difference between a slug of cash and the big bundle of risk that is TXP, as the market worked out some time ago.

Yeah similar , I sold half my holdings at 100% profit so my remaining holdings owe me nothing - obviously I wish I'd sold them all now! ;-) - hinsight 20/20 etc . The untimely death of the CEO who was a massive asset to TRIN really dealt them a massive blow , I heard one analyst describing him as "getting them a seat at the table" ,it seem that without him and his contacts they are just another junior explorer trying to not get screwed by the big boys , the current fiasco is really just a sit back with a box of popcorn kind of show ;-)

Seems like both sides want to play hardball on this deal, have to see who holds their poker face longer, meanwhile not sure this is helping the focus of either BoD's from getting on with delivering shareholder value :-)

Are you looking for a summary of what went wrong or were you following the story as it unfolded?

Garbage in the sense that in the last 12 months there has been a 40% drop in the share price.

Sept ‘22 116p

Sept ‘23 95p

Now sitting at 53p

I was invested here a few years back before the consolidation. I made some profit but not a lot.

But the SP now seems like a garbage deal for PI's??

Any thoughts?

Presumably his argument is that by having done this he should ultimately end up with the same amount of TXP but have some cash over. The risk he is running is, of course, that the TXP offer fails and by having done this he ends up with less of the exposure to the TRIN assets that he seems to want so badly.

So Andrew Byles says reject 68p cash, back TXP share bid at equivalent of 45p and then sells some shares for 57p...can't make this up. Just baffling

Absolutely, I just want TRIN shareholders to have a decent exit option, whatever that may look like.

I am at one with that rossannan, happy whichever way the chips fall in this, just hoping it doesn't damage either stock, no ill will either way :-)

Ayecuramba

Agreed, it is huge for TRIN shareholders that before it is too late they now have the chance to see how the new Cascadura wells pan out.

Smasher

Anything is possible but success for TXP will not now look like what people were imagining a few years ago.

Could also be the making of Txp just as easily especially if cassadura extends in to Rio.

As you have said let's wait and see the results on the 2 new Wells next month .

G_G_G

Do you honestly believe that the applicable law and regulation would allow the majority of TRIN shareholders to be bounced into a demonstrably bad deal against their will? Even worse, perhaps, is that what you actually want to happen?

thunder, if you're a holder here and don't want to end up with txp shares then i suggest you sell in the 50's while you can. it's going to be very, very difficult for lol to close this deal. there's a lot of legal ramifications, plus there's little chance it will get voted through due to the irrevocable undertakings, plus the fact that txp will be safely in the 40's come q4 (so equal or better than current offer). txp will be punching out 13.5kboepd by year-end, and have another 2 x wells about to come online. do the maths and work out the likely sp. if you ask most txp holders they don't want the bag of **** that is trin assets, which is why the sp dropped over 25%.

the only way trin gets out of this deal is by paying txp handsomely to drop the agreement. trin mgt have nowhere to run, and if txp close the acquisition as expected, they will also be out of a job immediately. quiet funny watching this play out. trin bod must be absolute m@rons.

if you didn't have your head so far up your @ss you'd be able to see such things.

Amateur hour in the Trinity Board Room. Those Norton Rose letters are tough, including

Irrevocable Undertaking means inter alia "not to accept, agree to or give any undertaking in respect of, any offer, scheme of arrangement, merger". What were BOD and their advisors thinking. Plainly they weren’t!!!

"Please maintain, preserve and stop any destruction of all communications and documents (including electronic

communications and documents) arising out of or in connection with i) the Touchstone Offer and/or ii) Lease

Operators Scheme and ensure that no such communications and/or documents are altered, lost, destroyed or

disposed of. or other business combination made or proposed to be made in respect of your Trinity shares by any

person other than Touchstone." Do TXP think this has been going on?

BOD and major shareholders gave Irrevocable Undertakings and, on that basis, documentation was drawn up and approaches made to the various authorities. Unbelievable.

Trinity management oops .

Touchstone’s solicitors are threatening the givers of the irrevocable undertakings with legal action on the basis that they appear to have breached them by frustrating its deal - see https://www.touchstoneexploration.com/wp-content/uploads/2024/08/Sample-shareholder-letter-2-09.08.24.pdf. It’s an excellent step by Touchstone. Trinity’s behaviour has been wholly unacceptable. If you make a promise you keep it.

TXP hold the cards - it is a done deal - so why should they give it up? There is even a chance TXP might be well above 50p in a few months. It will be interesting to watch how this plays out.

Clever trick…why don’t TXP complete deal with their sale only deal—— then sell for cash to LO—-use the cash to repurchase shares they issued in the first place leaving a nice 50% profit. ie buy around 45p in shares then sell at 68p per share… know there are costs involved but think the costs will be paid from profit and leaving a nice tidy profit

Lexion - good post except some of the TXP holders were expecting £7.50 per share at this time as well - and I'd say the vast majority are completely (shell) shocked as to what the share price is now - (except you may remember - me!!). who really knows what the share price will in fact be - I am of course "hoping" significantly higher than here but certainly wouldn't be surprised if we were still below 50p - hope not - but historically speaking we can all but hope! As ever all IMHO, DYOR

I am a TXP Shareholder and will be the first to admit that we have been through the ringer over the last 3 yrs - however it is fair to say that if you ask the majority of us where TXP will be in 3 months then 60 p is not far off once Casc 2and 3 are online valuing TRIN at 90p

Food for thought

While Thunder is happy to say I am conflcted, I would say bu owning both stocks I have a much clearer perspective than he does, my view is mid to longer term for both these stocks, clearly his view is give me the money now I want to move on to my next win, good luck to you sir but please don't try and bully others to your view, try bringing people onboard with clear rational answers, good luck my friend :-)

Goodbye Thunder, I’ve filtered you.

I can't comprehend how bad your judgement on investing is, it worries me a lot tbh.

Looks like they are heading that way.

Trinity seems to be locked into the TXP deal so why are they not at 1.5x TXP price? i.e. 45p.

Within a week of the Touchstone deal being announced in May, Stuart Young met with Trinity’s executives and indicated his approval for the deal (see https://newsday.co.tt/2024/05/10/young-meets-with-shell-tt-trinity-executives/ ). He stated at the time that “he looks forward to a successful conclusion of the transaction and hopes the arrangement would result in the increased exploration and production of hydrocarbons.”

Since being appointed Energy Minister in 2021, the Minister has successfully introduced significant tax reforms that have boosted Trinity’s free cash by millions of dollars per year. Those tax reforms were introduced on the basis that they would encourage fresh investment in the energy sector and boost national production, and the Minister’s reputation depends upon whether he can deliver that increase in production.

Trinity, which has a significant cash pile, put itself up for sale because it cannot raise the funding it needs to unlock it significant assets (Cavendish values Trinity at 347p per share if it fund its significant assets - the company has large tax losses, but obviously profits need to be generated in order to utilise them). Touchstone provides a solution to that funding issue.

It’s questionable whether Lease Operators does. LO proposes to fund its acquisition via a $33 million loan with an interest rate of 9.35% and repayable within 5 years. Over the next 12 months interest and repayments (assuming that 20% of the loan is paid back each year) will be in region of $9 million. That’s roughly equivalent to Trinity’s free cash flow. Where will the money for investment come from? How will the government feel about its tax reforms being used to fund acquisition debt? Without evidence that LO has the funds to boost production, why should the government issue the necessary approvals? Trinity previously tried to sell its West Coast assets (a tiny part of its business) to Range Resources for $4.5 million. The deal fell through because the government wasn’t satisfied with the purchaser and refused to give approval. I’m concerned that the absence of money for investment may well cause regulatory problems; problems that Trinity failed to address in last week’s offer document. It’s notable that the Energy Minister said nothing about the LO deal.

It’s also worth asking why LO’s asset swap with Touchstone, which was announced in January 2023, still hasn’t received regulatory approval. Touchstone didn’t have any difficulty quickly obtaining approvals for the Trinity deal, which raises the possibility that the regulatory delay concerns LO.

'Young did not comment on a recent offer by local company Lease Operators to buy Trinity Exploration & Production.

He said another energy company, Touchstone, had expressed an interest in acquiring Trinity as well, and this was a matter for Trinity's shareholders to decide on.

But he believed this was a good development because it showed people were interested in undertaking exploration activities.

"For me, these things are showing it's not just talk. You are seeing people who are interested and wanting to get into the ground and drill.'

So talk of the deal being too much debt is frankly ridiculous from certain shareholders...it's up to shareholders and currently I am sure I am not the only one that rationally sees cash as far better.

Ayecuramba

They are both companies that have disappointed. It could be out of the frying pan and into the fire for TRIN shareholders. The great thing is that now they will, come September (if TXP stick to their timing…), have a better idea what they would be getting into with TXP and will be able to make better informed decisions.

Time will tell, we have yet to see TXPs response to the last TRIN BODs post, that will give us the tone, if the TXP wells come online in Sept as expected the share price balance could change significantly :-)

So TXP currently have no way of completing the deal. And in under 6 months TRIN can be sold to LO. Splendid

Someone wants to move on quickly, unfortunately our BoD's signed irrevocable allegiance to the TXP offer, until such time as TXP release them from this or until the Jan. 2025 lapsing on the deal they have to stick to what they signed up for. That's just the facts, nice to see you bashing both TRIN and TXP, just the kind of shareholder every company dreams of :-)

Thunder2040

Ab76’s rationale makes even less sense than you might think. The last couple of years have undoubtedly revealed TRIN to be a victim of bad management and strategy but they have also revealed it to be little more than the classic AIM value trap. Even adjusting for its awful BoD, TRIN’s fundamentals have been on a bad trajectory. Ab76 has a take on TRIN’s assets that is now outdated to say the least - he still sees TRIN as some kind of diamond in the rough just needing a polish to shine, even if this is as part of a combined entity. He is wrong, but he is also failing to see that potential partner TXP is a risky proposition that has been on its own bad trajectory. It is sad to see him striving this hard to block a half-decent cash exit for other long suffering TRIN shareholders, particularly in this wobbly market.

Hi,

Where are you getting the info for B pad and a further wall by January end, I can’t see it in the rns

I think the 47p value of txp offer is misleading. The share price of txp and trin adjusted after offer made to reflect dilution and market view of the joint enterprise. It was 61p at the time the offer was made (and lol offer is exactly 10% extra on that fig)

If you think trin is a basket case, 68p is better option for you

If you believe in trin assets and what exposure to its potential (along with txp assets and any synergies you might believe between them), then txp offer might seem more attractive

If you're a trader and don't really care, then, obviously, 68p!

Ps. I'm a txp holder. I do believe there could be good business reasons and potential to txp/trin entity. However, I'm bit annoyed txp would be paying for the deal with their shares when they are at their lowest ebb. So, I'm indifferent on whether deal goes through!

If Cas 2/3 come on and settle at 20 each at the end of September then the TXP SP will raise and settle around the 70p mark. B Pad Launchpad is 90% completed and will be ready to spud by Oct/Nov and should add a further 20 by Jan taking the SP to 90p- £1 If TXP hit or are close to their guidance by the end of Q4 then £1.30-1.40 No brainer to take the TXP offer and a bit of risk then take the cash offer

My half a brain says rather have greater value in a year than a quick win in 3-6 months but you do you :-)

Would the regulator really like to see touchstone make us 'wait' 6 months? I think not. You need to realise that the txp offer is worth currently about 47p in shares...the LO offer is 68p cash and likely backed by anyone with half a brain lol.

When the TXP deal was first announced many TXP shareholders thought they were overpaying and thought it was a bad move...now they change their tune. They are not entitled to anything. TXP are outbid. This is business.

Could Txp and Lol come to an agreement that Txp buy it then Lol and txp in a Jv .

Or something along those lines.

There is no way that TXP walks away from this without getting a payout. LOL should have bid something lower and then offered the difference in cash to TXP. This would have made things easier on everyone. Now they're going to have to wait until January at least before they MIGHT be able to win any vote.

Does anyone know when the LOL offer vote is due to take place? With 41.5% immediately voting against I cannot see it getting approved. Are they going to wait until January 2025 before the vote can take place? And if so you're going to have to wait another 4 months before anything becomes effective. Lots can happen between now and then. LOL can also pull their offer. The only way this will go through without becoming a mess is with a payment of a couple of $m. Good thing TRIN has that little cash pile.

Oh, and if the TXP deal was to go ahead you'd have more money in 6 months. TXP + TRIN would take the share price of the combined entity to 50-60p by Q1 next year. They would be throwing off quite a bit of cash and have the ability to drill an immense amount of gas. TRIN's role is to pay for 1.5 Casc wells each year.

Time will tell how many would take the TXP or LOL route, while their spot price maybe higher I am not sure (as you may have noticed I have said many times) that the long term value will be there for TRIN holders, therefore some with longer views than your would vote thru the TXP deal still, anyway lets hope it doesn't come to a vote and the BoD of both companies put on their big boy pants and strike a deal otherwise it's sit and wait until Jan. 2025...

The point that has been lost on many I feel is that the irrevocable undertakings were made before the other offer was known...if the two were now voted on side by side hardly anyone would rationally chose txp...the price of which has also slid further down since too making the deal even worse.

Important point...there was no alternative offer in public domain when the 90% vote was taken

If only they had not signed over their votes irrevocably the picture would be much different, also if the shareholders had not voted by over 90% for the TXP deal, this will give belief to TXP that with the existing 41% irrevocably tied to the TXP deal they would have a good chance of getting over 50% with another vote, this will need to get the TRIN, LOL and TXP teams together around a table to hash this out with some kind of deal, a competent and professional board would have already done this behind the scene :-)

Interesting that there is talk of a deal in good faith now rather than legal terminology of yesterday...I think the penny has finally dropped that in under 6 months the company will most probably be legally sold to the highest bidder. In the meantime I assume they will just continue to produce oil and the world goes on.

Well looks like Trinity have reconfirmed the irrevocable nature of their voting rights and while they say they endorse the LOL offer, they understand that on Touchstone can release their votes from their irrevocable status by allowing the deal to lapse, take it we will need to see the response RNS from TXP to see what they plan to do...

A lot can happen between now and the 31st Jan '25, til then the TRIN stock will be dangling in the wind, thanks to our reneging BoDs...

For transparency the long stop date is 31 Jan 2025, so just under 6 months time.

Thank you to Nick Clayton and the Directors for the statement today. You are doing absolutely the correct thing is standing up for the maximisation of shareholder wealth through support of the material higher value, lower risk cash offer of 68.05p. Also correctly highlighted that eventually the TXP irrevocable support will lapse and the court hearing, which is company driven, will be indefinitely postponed, meaning there is no way the TXP bid in it's current form will be chosen over the current higher cash offer, which is entirely the correct decision for myself and all other rational shareholders.

Why didn’t Txp flow test the new wells??

Easy answer - they want to flow the wells directly into the sales system instead of flaring it while testing.

I will take it from that you will be voting against the irrevocable votes of the board then... No one said you were one dimensional I just said we do not share the same timeframe for this deal. In terms of TXP if you think they will walk away then you are playing this right, I on the other hand do not think they will walk away as they have put a lot into this deal and TRIN BoD want to line their fat pockets at the cost of longer term shareholder value in my view, but good luck with your view and I will hope for good luck with mine :-)

Only way I would go anywhere near TXP is if they up the offer to 2.5 shares and they can't afford it...so the value argument is entirely and completely redundant...receiving 46p equivalent Vs 68p cash is a complete no brainer and as I have said people are making fools out of themselves trying to say otherwise. That is my position and I respect your right to yours.

I've tried to explain why I think TXP want TRIN for paper...because they have insufficient free cashflow to fund wells in the face of potentially uncommercial decline rates. They will blow what cash is left then fund raise you all for more...so before you call me one dimensional I am well aware of why you would be best in cash or taking cash and then buying into TXP later far cheaper obviously excluding TRIN assets. TXP has significant leverage already..so this idea that LO doing a deal with debt is somehow not ok is feable...LO are a bigger oil producer than TXP I believe and that is where to profit is..TXP is a bad idea. Why did they not flow test the new drills?

Not upset at all, think your response shows that you only think 1 course is available, whereas clearly from TXP press release this morning that option may not be available to TRIN BoDs, time will tell on that one, it neither makes my position or your irrational, we are just thinking different outcomes are better, mainly I would suggest as you want something in the short term (68.05p) and I want something in the longer term (150p +), different needs different views that is all...

TxP were sack all your BoD

Oops!

Well I think this sums it up;

Touchstone notes that the terms of the Irrevocable Undertakings oblige those Trinity Shareholders and Trinity Directors who gave Irrevocable Undertakings to vote against the Lease Operators Scheme. As long as the Irrevocable Undertakings remain binding, the statutory majorities required for shareholder approval of the Lease Operators Scheme would not be capable of being met and the Lease Operators Scheme would not, therefore, be capable of becoming effective.

https://finance.yahoo.com/quote/TXP.TO/?guce_referrer=aHR0cHM6Ly9jb25zZW50LnlhaG9vLmNvbS8&guce_referrer_sig=AQAAAL-HlUDeEWP7OTBpVtjzc_DKPCwJKWuI7OLl4FhWZQd9Dzd33VtILrs2ZzxsOw0ZqlQxuRhGJZD3vxAGB7OY64xGlGb09lMSDBrlKvu315c5IgiCZDoavYgvwfQc9HB8JyCGsTMgjTNMndIH_e9pbSXi2bANp9BlFelNUWAoNNNm&guccounter=2

Well done Andrew. Let's start a legal battle over taking an offer that is 30% lower lol. I'm actually baffled

Touchstone has the right to switch from a scheme of arrangement to an offer. If it switches to an offer, the existing undertakings, which are available to read on Trinity’s website, compel the directors and relevant shareholders to accept the offer with their shares. Given that, despite a vote overwhelmingly in favour of the scheme of arrangement, the directors have postponed indefinitely the court hearing I suspect Touchstone will shortly switch to an offer. LO will then follow and shareholders will decide which offer they prefer, with the winner likely being whichever party secures half the shares first.

You might not like the irrevocable undertakings Thunder2040, but they exist and cannot be ignored.

Yesterday, Trinity’s directors acknowledged that they can’t vote in favour of the LO deal (indeed they have to vote against with their shares).

Yesterday, Trinity’s directors acknowledged that they can’t recommend that all shareholders vote in favour of the LO deal (those shareholder who gave undertakings must vote against).

Yesterday, Trinity’s directors couldn’t state, in a detailed 40 page document, that the irrevocable undertakings had lapsed or were no longer applicable (they didn’t mention them directly at all).

They said they are suspending the court approval meeting indefinitely so how can the TXP deal ever be ratified? Also the board have been advised on this too by Houlihan Lokey and consulted key shareholders. I'm just upset you are trying to whip up some issue with a bid that is clearly better on all counts. You can buy touchstone afterwards with your proceeds..granted you would have no more exposure to TRIN but really it's not on this. I think you will be disappointed to find the non elibigle votes are just with Lease Operators related parties as outlined. The board are still able to make resolutions that can be voted through so I think you will find your idea of touchstone stealing this for 45p-50p equivalent will end in disappointment but really why you want this is bonkers to me. Negotiations started and terms agreed when TXP was 50p which means it's worth well north of 45-50p you seem to be happy to take!? It's lunacy. Sorry I can't see where you are coming from with this and I don't think many others will either.

Alot of big buys after hours

I think the TRIN offer was there, the board moved on that's the end of the story, if TRIN is hoping for a bidding war I think they have got this wrong, the BOD clearly are happy to just get the money and are clearly not that worried about long term shareholder value, which is a little sad but hey ho they have made their choice for everyone else...

The txp situation. I honestly got spooked when he said they would not flow test the two new wells and just hook them up...I think he knows they will decline just as fast and is kicking the can down the road to try and grab TRIN. When I read that negotiations started with txp in 50s it just confirmed to me that it got far too cheap in the end...letting it go for 45-50p equivalent when cash is at 8m is stupid. I honestly think TXP is a potential basked case as it sells gas on fixed price and takes on a load of risk with declines and opex given it's debt position. Always wary of people issuing shares to take over companies with net cash.Oil is far more profitable and there is no debt in TRIN. Could defo run it down for a return higher than 68p with possible sale of offshore assets not even considered. I still think someone could bid more.

Yep very true mate but that's not what I said . Up to six months or more is what I actually said. Trinity has given a time frame of 5 months. Not that it matters as long a the share holders are happy with the offer.

Surely you agree that Txp could be substantial higher than today's price if Casca 2 and 3 are good and come online and another well poss drilled this year.

Before you blow you own trumpet two hard if it were to be October my prediction would be closer than your 6 months haha. One name I am still wondered if we will see emerge in Perenco. I find it funny how much people are skating TRIN saying it's not worth anything...but if you sit down and calc the NAV and discount cash it's insanely cheap

Yet it's up for grabs at bargain prices and still you can only get 2 very small local companies interested so maybe you can tell my why that is if you assets are so good .

I would also like to point out that you said....... so I don't think it would take long personally, maybe a month in your reply to me about me saying it could take up to six months to complete so here it is from Trinity themselves.

 The Acquisition is expected to become Effective in the fourth quarter of 2024, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement and to all terms and conditions of the Acquisition which will be set out in the Scheme Document.

I'm guessing mid to late October but certainly not a month .Honestly haha.