Trinity Capital Regulatory News (TRC)

Trinity Capital PLC

Extraordinary General Meetings

Trinity Capital PLC (AIM: TRC) announces that it is today issuing a circular to shareholders containing two notices of an Extraordinary General Meeting with proposals for:

· the cancellation of Admission to trading on AIM,

· Re-registration under the 2006 Companies Act,

· payment of a final Distribution and

· the Voluntary Winding-Up of the Company

The full text of the circular is given below, and a copy of the circular will be available on the Company's website shortly.

For further information, please contact:

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you should seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000, or, if you are not in the United Kingdom, another appropriately authorised independent professional adviser.

If you have sold or transferred all of your Ordinary Shares please forward this document and the accompanying Forms of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

TRINITY CAPITAL PLC

(Registered in the Isle of Man with company no. 115806C)

Recommended proposals forthe cancellation of Admission to trading on AIM,Re-registration under the 2006 Companies Act,payment of a final Distribution andthe Voluntary Winding-Up of the Company

Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 6 to 9 of this document and which contains the unanimous recommendation of the Directors that Shareholders vote in favour of all the Resolutions which are to be proposed at the Extraordinary General Meetings. This document should be read as a whole and Shareholders should consider whether to vote in favour of the Resolutions in light of the information contained or referred to in this document.

Notices convening Extraordinary General Meetings of the Company each of which is to be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 10 a.m. on 8 March 2018 (the First EGM) and 10 a.m. on 28 March 2018 (the Second EGM) are set out at the end of this document. To be valid, the Forms of Proxy enclosed with this document for use in relation to the Extraordinary General Meetings must be completed in accordance with the instructions set out therein and returned as soon as possible to the Company's registrars at IOMA House, Hope Street, Douglas, Isle of Man IM86 2AF, but in any event so as to arrive no later than 10 a.m. on 6 March 2018 (in respect of the First EGM) and 10 a.m. on 26 March 2018 (in respect of the Second EGM). The completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting at the Extraordinary General Meetings, in person, should they subsequently decide to do so.

A summary of the action to be taken by Shareholders is set out on page 9 of this document and in the accompanying Notices of Extraordinary General Meeting.

Every Shareholder's vote is important

Please complete and return your Forms of Proxy now and cast a vote inrespect of ALL Resolutions.

CONTENTS

EXPECTED TIMETABLE OF EVENTS

DEFINITIONS

LETTER FROM THE CHAIRMAN

1 Background & Summary Of The Proposals

2 Cancellation

3 Re-Registration Under The 2006 Act

4 Distribution

5 Voluntary Winding-Up

6 First Extraordinary General Meeting

7 Second Extraordinary General Meeting

8 Action To Be Taken

9 Letters Of Intent

10 Recommendation

NOTICE OF FIRST EGM

NOTICE OF SECOND EGM

EXPECTED TIMETABLE OF EVENTS

Latest time and date for receipt of Forms of Proxy (First EGM) 10 a.m. on 6 March 2018

Time and date of First EGM 10 a.m. on 8 March 2018

Declaration of the Distribution 14 March 2018

Cancellation of trading to AIM effective 8 a.m. on 15 March 2018

Record Date of the Distribution 23 March 2018

Payment of the Distribution 28 March 2018

Latest time and date for receipt of Forms of Proxy (Second EGM) 10 a.m. on 26 March 2018

Time and date of Second EGM 10 a.m. on 28 March 2018

Appointment of Joint Liquidators effective 28 March 2018

The above times and dates are subject to change, any revised times and/or dates will benotified to Shareholders through an RIS announcement

DEFINITIONS

LETTER FROM THE CHAIRMAN

TRINITY CAPITAL PLC

(Incorporated and registered in the Isle of Man with company no. 115806C)

13 February 2018

To Shareholders

Dear Shareholder

RECOMMENDED PROPOSALS FOR THE CANCELLATION OF ADMISSION TO TRADING ON AIM, RE-REGISTRATION UNDER THE 2006 COMPANIES ACT, PAYMENT OF A FINALDISTRIBUTION AND THE VOLUNTARY WINDING-UP OF THE COMPANY

1 BACKGROUND & SUMMARY OF THE PROPOSALS

The Company was established in March 2006 with an investment policy to invest in real estate and real estate related entities across India. The Company raised from investors aggregate net proceeds of £238 million and the Ordinary Shares were admitted to trading on AIM. Following the approval of the New Investment Policy in March 2009:

· new Directors were appointed to the Board;

· the Board developed and implemented strategies to sell each of the Company's investments in India, all of which were held through TCML,

· the Board negotiated settlements in relation to all of the litigation and claims made against and/or received by the Company and/ or TCML;

· the Board progressively reduced the Company's operating cost base; and

· the Company distributed to Shareholders all net cash not required to meet liabilities and operating costs.

On 23rd January 2018, the Company received from TCML the net proceeds from the sale of the Company's last remaining investment in India, thereby completing the implementation of the New Investment Policy.

Following receipt by the Company on 23 January 2018 of all of the remaining cash generated by TCML from the sale of its investments (except for a balance of £10,000 which it is currently estimated will be the aggregate costs of the TCML liquidation, the Company approved the appointment of a liquidator of TCML. The solvent voluntary winding-up of TCML commenced on 5 February 2018.

Since the approval of the New Investment Policy, the Company will have made distributions to Shareholders (including the minimum Distribution, details of which are set out in paragraph 4 below), of an aggregate of £162.7 million, equivalent to 77.3p per Ordinary Share.

In order to wind up the affairs of the Company as efficiently as possible, the Company will hold the EGMs.

At the First EGM, Shareholders will be requested to approve:

i) the delisting of the Ordinary Shares by means of the Cancellation. The Ordinary Shares have been suspended from trading on AIM since 11 November 2017 and it is not intended that prior to the Voluntary Winding-Up that trading in the Ordinary Shares will re-commence. The Cancellation will permit the balance of the Proposals to be implemented efficiently and cost effectively;

ii) the Re-registration. The Company currently has insufficient distributable reserves to facilitate the distribution to Shareholders of cash not required to meet liabilities and operating costs. The Re-registration will permit the Company to effect the Distribution subject to satisfaction of the Solvency Test; and

iii) the Distribution. 

In the event that all Resolutions (which are inter-conditional on each other) are not passed at the First EGM the Distribution will not be made and the Voluntary Winding-Up will not occur. In such circumstances the Board will consult with Shareholders as to alternative proposals. Furthermore, notwithstanding the approval of the Distribution by Shareholders, the actual declaration and making of the Distribution will be subject, at the relevant time, to the Re-registration having been completed and the Directors being satisfied, on reasonable grounds, that the Company will, immediately following the Distribution, satisfy the Solvency Test.

Subject to all Resolutions at the First EGM having been passed, the Re-registration having occurred and the Distribution having been made, the Second EGM will proceed and Shareholders will be requested to approve the Voluntary Winding-Up of the Company.

2 Cancellation

The Ordinary Shares were suspended from trading on AIM on 17 November 2017 and it is not intended that prior to the Voluntary Winding-Up that trading in the Ordinary Shares re-commences.

In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the intention to cancel the admission to AIM. Under the AIM Rules it is a requirement that the Cancellation is approved by not less than 75 per cent. of the votes cast by Shareholders (in person or by proxy) at the First EGM.

Following the Cancellation the Ordinary Shares will no longer be admitted to trading on a public market. Arden Partners will cease to be nominated adviser and broker. The Company will no longer be required to comply with the rules and corporate governance requirements to which companies admitted to trading on AIM are subject, including the AIM Rules.

3 Re-registration under the 2006 Act

The Company was incorporated under the Isle of Man Companies Acts 1931 to 2004 and is currently subject to the provisions of the 1931-2004 Act.

The 1931-2004 Act contains provisions regarding the maintenance of capital, as a result of which the ability of the Company to make distributions is referenced to profit and distributable reserves. As a result of past distributions, the Company has fully utilised its distributable reserves, and the maintenance of capital provisions mean that the Company is currently not able to make any further distributions.

The 2006 Act updated and modernised Isle of Man company law and, amongst other things, abolished a number of traditional company law formalities including (as outlined above) the maintenance of capital, replacing it with the more straightforward Solvency Test.

The Company would not be able to make the Distribution under the auspices of the 1931-2004 Act and the declaration and payment of the Distribution (details of which are set out in paragraph 4 below) is conditional upon the passing of all the Resolutions (including the Resolution approving the Re-registration) at the First EGM and Re-registration having been completed.

As part of the Re-registration process it is necessary for the Company to adopt the New Memorandum and the New Articles which conform to the provisions of the 2006 Act. The proposed New Articles are substantially the same as the Articles, save that the Directors will be permitted (subject to the satisfaction of the Solvency Test) to approve the cancellation of the Company's paid up share capital and reclassify the same as a distributable reserve, without the need to seek further approval from Shareholders, in order to facilitate the Distribution. Copies of the New Memorandum and the New Articles, together with a comparison of the New Articles against the Company's current Articles, are available for review on the Company's website at www.trinitycapitalplc.com and will be available for inspection at the First EGM.

On the basis that all of the Resolutions to be proposed at the First EGM are passed and following Re-registration the Company will remain the same legal entity as existed prior to Re-registration and the Re-registration will not serve to prejudice or affect the continuity of the Company. On the date the Registrar of Companies in the Isle of Man issues a certificate of re-registration in respect of the Company, the Company will cease to be a company incorporated under and subject to the 1931-2004 Act, instead the Company will be subject to the 2006 Act.

It is a requirement of the 2006 Act that the Company appoints a licensed registered agent in the Isle of Man to act as registered agent to the Company. The registered agent is required to submit the Re-registration application to the Isle of Man Companies Registry on behalf of the Company. It is intended that FIM Capital Limited will be appointed as the registered agent of the Company.

4 Distribution

Conditional, inter alia, upon the Resolutions being passed at the First EGM and Re-registration being completed, the Company will (subject to the Directors being satisfied, on reasonable grounds, that the Company will satisfy the Solvency Test immediately following the Distribution) declare and make the Distribution.

At the date of this letter, the Company held cash of £2.0 million (equivalent to 0.95p per Ordinary Share). The Board estimates that, assuming that all Resolutions are passed at the EGMs, up to £215,000 may be required to meet liabilities, operating expenses and the costs of the Voluntary Winding-Up. The Distribution will account for substantially all remaining cash of the Company not required to meet liabilities, operating expenses and the costs of the Voluntary Winding-Up. The Distribution will be effected as soon as practicable following the Re-registration. The Distribution is expected to be a minimum of 0.80p per Ordinary Share to be paid on 28 March 2018 to Shareholders recorded on the register on 23 March. The Ordinary Shares will be marked "ex" on 22 March 2018.

5 Voluntary Winding-up

The process to liquidate the Company commences with a Board meeting at which the Directors make a statutory declaration (the "Statutory Declaration") that they will have made a full inquiry into the affairs of the Company and that, in their opinion, the Company will be able to pay its debts in full within a period not exceeding 12 months from the commencement of the Company's winding up. It is anticipated that the Board meeting will be held, and the Statutory Declaration signed and filed with the Isle of Man Registrar of Companies, shortly following the completion of the Re-registration and Distribution but prior to the Second EGM.

At the Second EGM, an ordinary resolution will be proposed (the "Winding-Up Resolution") to approve, amongst other things, the voluntary winding up of the Company and the appointment of the Joint Liquidators. The Voluntary Winding-Up will be deemed to have commenced at the time of the passing of the Winding-Up Resolution. The Company will then cease to carry on its business (except as required for the winding-up), but will retain its corporate state and powers until dissolution. Within 7 days of the Winding-Up Resolution being passed, the Winding-Up Resolution must be advertised in two newspapers circulating in the Isle of Man.

Following the settlement of the Company's outstanding liabilities the Joint Liquidators will distribute the Company's surplus assets to Shareholders pro rata to their shareholdings and in accordance with the rights attached to their Ordinary Shares, subject to such surplus assets being no less than £42,000 equivalent to 0.2p per Ordinary Share). If there are surplus funds of less than £42,000 after the completion of the liquidation the Joint Liquidators have been requested by the Board to pay any balance to the Indian children's charity, Magic Bus India (www.magicbusindia.org).

A final general meeting will be convened by the Joint Liquidators (on at least one month's notice which must be advertised in two newspapers circulating in the Isle of Man) at which the Joint Liquidators will give their account of how the winding up was conducted. Following the final meeting, a copy of account will be filed and a return made of the meeting by the Joint Liquidators with the Isle of Man Registrar of Companies. Three months thereafter the Company will be deemed to be dissolved (assuming that all surplus funds have been distributed and the dissolution has not been challenged).

The Joint Liquidators' fees are expected to be approximately £10,000 plus out of pocket expenses if there is no distribution but approximately £13,000 if it is necessary for them to make a distribution.

6 FIRST EXTRAORDINARY GENERAL MEETING

The First EGM is to be held at 10 a.m. on 8 March 2018 at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP.

The first Resolution to be proposed will be a special resolution (requiring at least 75 per cent. of the voting rights cast at the First EGM to be cast in favour of the Resolution) that the admission of the Company to AIM be cancelled. The second Resolution to be proposed will also be a special resolution (requiring at least 75 per cent. of the voting rights cast at the First EGM to be cast in favour of the Resolution) that the Re-registration and the adoption of the New Memorandum and the New Articles be approved. The third Resolution to be proposed at the First EGM will be an ordinary resolution (requiring in excess of 50 per cent. of the voting rights cast at the First EGM to be cast in favour of the Resolution) that the Distribution be approved and made.

Each of the Resolutions to be proposed at the First EGM is conditional upon the passing of the other Resolutions to be proposed at the First EGM.

7 SECOND EXTRAORDINARY GENERAL MEETING

The Second EGM is to be held at 10 a.m. on 28 March 2018 at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP.

The Resolution to be proposed at the Second EGM will be an ordinary resolution (requiring in excess of 50 per cent. of the voting rights to be cast at the Second EGM to be cast in favour of the Resolution) that, amongst other things, the Company be placed into voluntary liquidation and that the Joint Liquidators be appointed.

The Resolution to be proposed at the Second EGM is conditional upon all the Resolutions proposed at the First EGM having been duly passed, the Re-registration having been completed and the Distribution having been made.

8 ACTION TO BE TAKEN

Separate Forms of Proxy for use at the First EGM and the Second EGM are enclosed. Whether or not you propose to attend the EGMs in person you are requested to complete and sign each of the Forms of Proxy as soon as possible and in any event no later than 10 a.m. on 6 March 2018 (in respect of the First EGM) and 10 a.m. on 26 March 2018 (in respect of the Second EGM) send the completed and signed forms to the Company's registrars at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP.

Completion and return of a Form of Proxy will not prevent you from voting in person at either of the EGMs should you so wish.

9 LETTERS OF INTENT

The Company has received letters of intent from Shareholders (or the ultimate beneficial owners of Ordinary Shares) representing in aggregate 137,904,428 Ordinary Shares (representing 65.5 per cent. of the issued share capital of the Company) to vote in favour of all the Resolutions to be proposed at the EGMs.

10 RECOMMENDATION

The Directors consider all the Resolutions to be in the best interests of the Company and Shareholders as a whole and therefore unanimously recommend that Shareholders vote in favour of all the Resolutions.

Martin Adams

Chairman

TRINITY CAPITAL PLC

(Registered in the Isle of Man with company no. 115806C)

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting of Trinity Capital plc ("the Company") will be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 10 a.m. on 8 March 2018 for the purpose of considering and, if thought fit, passing the following resolutions of which resolutions 1 and 2 will be proposed as special resolutions and resolution 3 will be proposed as an ordinary resolution:

SPECIAL RESOLUTIONS

1. THAT conditional on resolutions 2 and 3 below being duly passed the admission to trading on AIM of the Company's ordinary shares be cancelled.

2. THAT conditional on resolutions 1 above and 3 below being duly passed:

(a) the Company be re-registered as a company incorporated under the Companies Act 2006 (the "2006 Act") and the Directors be authorised to carry out all actions necessary to complete the Company's re-registration under the 2006 Act (the "Re-registration"), including the appointment of a registered agent;

(b) the Company adopts the memorandum of association complying with section 149(2) of the 2006 Act in the form initialled by the Chairman of the meeting; and

(c) the Company adopts the articles of association in the form initialled by the Chairman of the meeting.

ORDINARY RESOLUTION

3. THAT conditional on resolutions 1 and 2 above being duly passed, and the Re-registration being completed, the proposed distribution to Shareholders (the "Distribution") (as described in the circular to Shareholders dated 13 February 2018) be approved.

Notes

1. The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2005 (Isle of Man), specifies that only those members registered in the register of members of the Company as at 10 a.m. on 6 March 2018 (or in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjournment meeting) shall be entitled to attend or vote at the meeting in respect of the Ordinary Shares registered in their name at that time. Changes to entries on the register of members after 10a.m. on 6 March 2018 (or, in the event that the meeting is adjourned, on the register of members of the Company less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. A member entitled to attend and vote at the meeting may appoint a proxy to attend and, upon a poll, vote instead of him. A proxy need not be a member of the Company.

3. A form of proxy is enclosed. If you do not intend being present at the meeting please complete and return it so as to reach the Company's registrar's at IOMA House, Hope Street, Douglas, Isle of Man IM86 2AF no later than 48 hours before the meeting. The return by a member of a fully completed form of proxy will not preclude any such member from attending in person and voting at the meeting.

TRINITY CAPITAL PLC

(Incorporated in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 with company no. 115806Cand to be re-registered as a company governed by the Isle of Man Companies Act 2006 prior to the meeting)

NOTICE OF SECOND EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting of Trinity Capital plc ("Company") will be held at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 10 a.m. on 28 March 2018 for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

1. THAT conditional upon the passing of all the resolutions proposed at the extraordinary general meeting of the Company held on 8 March 2018 (the "First EGM"), the Re-registration of the Company as a company governed by the Isle of Man Companies Act 2006 and the payment by the Company of the distribution to be approved at the First EGM:

(a) the Company be placed into voluntary liquidation;

(b) Guy Hollander and Simon Chandler of Mazars be appointed joint liquidators of the Company (the "Joint Liquidators");

(c) that the Joint Liquidators be authorised to act jointly and severally;

(d) the remuneration of the Joint Liquidators be calculated by reference to the time properly given by the Joint Liquidators and their staff in attending to matters arising in the winding-up and the Joint Liquidators be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they determine;

(e) the Joint Liquidators be permitted to recover the allocated disbursements incurred in handling the case; and

(f) the Company's records and books be held to the order of the Joint Liquidators until the expiry of 24 months after the date of dissolution of the Company.

Notes

1. The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), specifies that only those members registered in the register of members of the Company as at 10a.m. on 26 March 2018 (or in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjournment meeting) shall be entitled to attend or vote at the meeting in respect of the Ordinary Shares registered in their name at that time. Changes to entries on the register of members after 10 a.m. on 26 March 2018 (or, in the event that the meeting is adjourned, on the register of members of the Company less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. A member entitled to attend and vote at the meeting may appoint a proxy to attend and, upon a poll, vote instead of him. A proxy need not be a member of the Company.

3. A form of proxy is enclosed. If you do not intend being present at the meeting please complete and return it so as to reach the Company's registrar's at IOMA House, Hope Street, Douglas, Isle of Man IM86 2AF no later than 48 hours before the meeting. The return by a member of a fully completed form of proxy will not preclude any such member from attending in person and voting at the meeting.

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