Trinity Regulatory News (TRIN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement is not an admission document. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the final admission document and any supplement thereto to be published by the Company (the "Admission Document"). A copy of the Admission Document will be available on the Company's website following publication of the Admission Document.

Bayfield Energy Holdings plc

(the "Company" or "Bayfield"; AIM:BEH)

Merger with Trinity Exploration & Production: US$90 million conditional placing

25 January 2013

Bayfield Energy Holdings plc today announces that, in connection with the proposed merger with Trinity Exploration & Production Limited (the "Merger"), it has conditionally raised gross proceeds of US$90 million through the issue of 47,500,000 new ordinary shares ("Placing Shares") at a price of 120 pence per share (the "Placing"). The price and number of Placing Shares reflect the proposed 1 for 10 share consolidation referred to in the Admission Document.

The proceeds will be used to accelerate the enlarged group's work programme which is expected to grow net production to 5,000 barrels of oil per day ("bopd") by the end of 2013 and includes six exploration wells targeting net unrisked best estimate prospective resources of 46 million barrels of oil equivalent in 2013 and 2014. The enlarged group will be fully funded to fulfil its existing licence obligations and the assets are expected to generate strong cash flows for re-investment.

Completion of the Merger and Placing is subject to a Bayfield shareholder vote in respect of which irrevocable undertakings representing 50.54 per cent. of the issued share capital of Bayfield to vote in favour of the resolution to approve the Merger have been received. 

Upon completion of the Merger and Placing, expected to be on 14 February 2013, the Company will be renamed Trinity Exploration & Production plc and there will be a new ISIN and TIDM (ISIN: GB00B8JG4R91 / TIDM: TRIN).

It is expected that the Admission Document, containing a formal notice convening a general meeting to be held on 13 February 2013, will be published and posted to shareholders as soon as possible.

Monty Pemberton, Chief Executive of Trinity Exploration & Production Limited and the proposed Chief Executive of Trinity Exploration & Production plc, said:

"We are pleased to have secured our targeted funding and particularly encouraged by the broad institutional participation. Through the oversubscribed offering, we are now fully funded to accelerate the delivery of the significant upside that exists in the combined portfolio, as well as pursue an active exploration programme."

Bruce Dingwall, Chairman of Trinity Exploration & Production Limited and the proposed Chairman of Trinity Exploration & Production plc, said:

"Trinity is the leading independent E&P company focused on Trinidad & Tobago and the successful placing and re-admission gives the merged business the best possible start to 2013. We can now set about the business of delivering growth and creating value for the unified shareholder base."

Finian O'Sullivan, Executive Chairman of Bayfield Energy, said:

"Securing the full US$90 million funding target demonstrates the market's confidence in the quality of the Group's combined asset base and its management team. The price reflects the continuing challenging conditions for new issues. We believe that establishing a sound financial position and the immediate acceleration of the Group's exploration and development programme will realise significant upside potential for shareholders in the near to mid-term."

Expected Timetable

Enquiries

This announcement does not constitute an offer to sell or the solicitation of an offer to buy shares in the Company ("Shares") in any jurisdiction. Any such offer, if made, will be made pursuant to the Admission Document proposed to be published in due course. In particular, this announcement is not for distribution in or into the United States, Canada, Republic of South Africa, Australia or Japan or to any national resident or citizen of the United States, Canada, Republic of South Africa, Australia or Japan. The distribution of this announcement in other jurisdictions including (without limitation) the United States, Canada, Republic of South Africa, Australia and Japan (or to any resident thereof) may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Shares have not been nor will be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities legislation of any state of the United States of America, nor under the relevant securities laws of Canada, Republic of South Africa, Australia or Japan, and may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. There will be no offering of Shares in or into the United States of America, Canada, Republic of South Africa, Australia or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations. This document (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States of America, Canada, Republic of South Africa, Australia or Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations.

Seymour Pierce and FirstEnergy (the "Banks"), each of which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for the Company in connection with the proposals set out in this announcement (the "Proposals") and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of the Banks or for advising any other person in respect of the Proposals. The Banks have not authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this announcement nor for the omission of any material information from this announcement for which the Company is responsible. No representation or warranty, express or implied, is made by the Banks as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

RBC, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Trinity Exploration & Production Limited ("Trinity") in connection with the Proposals and joint bookrunner to the Company in connection with the Placing and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of RBC or for advising any other person in respect of the Proposals. RBC has not authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this announcement nor for the omission of any material information from this document for which the Company is responsible. No representation or warranty, express or implied, is made by RBC as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint bookrunner to the Company in connection with the Placing and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of Jefferies or for advising any other person in respect of the Proposals. Jefferies has not authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this document nor for the omission of any material information from this document for which the Company is responsible. No representation or warranty, express or implied, is made by Jefferies as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts.

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. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, result of operations, financial condition, liquidity and dividend policy of the Company and development of its financing strategies, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

These forward-looking statements speak only as at the date of this announcement. Subject to its legal and regulatory obligations (including under the AIM Rules), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.