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 to be published by the Company and any supplement thereto (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)

Proposed re-admission to trading on AIM as Trinity Exploration & Production plc

8 January 2013

Bayfield Energy Holdings plc today announces that, in connection with completion of the proposed merger with Trinity Exploration & Production Limited (the "Merger"), it is seeking to raise gross proceeds of US$50 million through the issue of new ordinary shares to accelerate its development programme and for general corporate purposes and up to a further US$40 million to fund a material and high value infrastructure-led exploration programme (the "Placing"). 

Following completion of the Merger and the Placing, which is expected to occur in mid-February 2013, the Company will be renamed Trinity Exploration & Production plc ("Trinity plc").

Highlights

·; Following completion of the Merger, Trinity plc will be the largest independent E&P company focussed on Trinidad & Tobago with a diverse portfolio of onshore, West and East coast production, significant near-term production growth opportunities from low risk developments and multiple exploration prospects with the potential to deliver meaningful reserves/resources upside

·; Trinity plc will have 2P Reserves of 31 MMbbl (net) (100 per cent. oil) with a NPV10 of US$268 million and 2C Contingent Resources of 38 MMboe (net) (89 per cent. oil)

·; Trinity plc's current production (on a 'post-Merger' basis) is approximately 3,965 bbl/d (net) (100 per cent. oil) and an active development drilling campaign is expected to grow this to 5,000 bbl/d (net) by the end of 2013. Trinity plc's assets have further development potential to deliver production beyond 10,000 bbl/d (net) in the medium term, excluding any exploration upside

·; Trinity plc will be led by Bruce Dingwall CBE as Executive Chairman and Joel "Monty" Pemberton as CEO and the management team will be based in San Fernando, Trinidad. They will be supported by a Board that has an exceptional track record of building businesses of scale and creating value for investors in the E&P sector

·; Initial focus will be on Trinidad, which is a prolific hydrocarbon province that has been under-exploited and offers significant growth opportunities

·; Trinity plc plans to pursue an active exploration programme with six offshore wells targeting unrisked best estimate Prospective Resources of 46 MMboe (net) in 2013 and 2014. The prospects proposed to be drilled are located close to Trinity plc's operated infrastructure, allowing for rapid commercialisation upon success

·; Trinity plc will also seek to grow its portfolio through mergers and acquisition opportunities and new licensing rounds

·; The net proceeds of the Placing will be used to accelerate the delivery of the significant upside that exists in the combined portfolio

Commenting on today's announcement, Monty Pemberton, Chief Executive of Trinity Exploration & Production Limited and the proposed Chief Executive of Trinity plc, said:

"Trinity plc will be the largest independent E&P company focussed on Trinidad, a prolific hydrocarbon province that has been under-exploited and offers significant potential. The Merger creates a business of scale that is expected to deliver strong production and reserves growth and will be ideally positioned to capitalise on future opportunities in Trinidad."

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

"We believe Trinity plc will have a differentiated investment proposition with an asset portfolio that includes substantial reserves and production, generates strong cash flows and has material near-term exploration upside. Trinity plc will be led by a management team and Board with a proven track record of building successful E&P companies and delivering shareholder value. Admission to the AIM market will enable us to secure greater access to capital to fund the company's growth."

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, Australia or Japan or to any national resident or citizen of the United States, Canada, Australia or Japan. The distribution of this announcement in other jurisdictions including (without limitation) the United States, Canada, 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, 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.