IMPORTANT NOTICE
Recommended all share offer (the Offer) for Trinity Exploration and Production PLC (Trinity) by Touchstone Exploration Inc. (Touchstone).
THIS SECTION OF THE WEBSITE (THE MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION) PUBLISHED BY TRINITY AND/OR TOUCHSTONE RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE).THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.
IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FILING OR OTHER FORMALITY WHICH TRINITY AND TOUCHSTONE REGARDS AS UNDULY ONEROUS (A RESTRICTED JURISDICTION).
Basis of access to the Microsite
If you would like to review the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Microsite. This notice may be amended or updated by Touchstone from time to time and accordingly it should be read carefully in full each time you wish to view the Microsite. In addition, the content of the Microsite, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Touchstone.
To allow you to view the Information about the Offer, you must read this notice and then click “I Agree”. If you are unable to agree, you should click “I Disagree” and you will not be able to view information about the Offer.
Any person seeking access to the Microsite represents and warrants to Touchstone that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Touchstone. Further, it does not constitute a commitment or a recommendation by Touchstone or any other party to sell or buy securities in Touchstone. The Microsite is not, and under no circumstances is to be construed as, an offer to buy or sell or the solicitation of an offer to sell or buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the Code and other requirements under applicable law.
The Toronto Stock Exchange and the Alternative Investment Market have not reviewed and do not accept responsibility for the adequacy or accuracy of this Microsite or the Information. No stock exchange, securities commission or other regulatory authority has approved or disapproved the Information.
Trinity’s shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in documents sent to or made available to Trinity’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Overseas persons
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
You should not download, mail, forward, distribute, send or share the Information contained in this Microsite with any person. In particular, you should not mail, forward, distribute or send the Information contained on this Microsite to any Restricted Jurisdiction.
The Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the “I disagree” box below.
Additional information for US investors in Trinity
Trinity Shareholders in the United States should note that the Acquisition relates to the securities of an English company and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the procedural and disclosure requirements of the United States tender offer and proxy solicitation rules. However, if, in the future, Touchstone exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States laws and regulations, to the extent any exemptions thereunder are not applicable. Such Takeover Offer would be made by Touchstone and no one else.
The New Touchstone Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act and applicable US state securities laws. The New Touchstone Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
None of the securities referred to in this announcement have been approved or disapproved by the Securities Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
It may be difficult for US holders of Trinity Shares to enforce their rights and any claims arising out of US federal securities laws, since each of Touchstone and Trinity is incorporated outside the United States, and some or all of their respective officers and directors may be residents of, and some or all of their respective assets may be located in, countries other than the United States. US holders of Trinity Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
Forward looking statements
Certain Information contained in the Microsite may constitute “forward-looking statements” relating to Trinity and Touchstone and the business sectors in which they operate. All statements other than statements of historical fact are forward-looking statements. Generally, the words will, may, should, continue, believes, expects, intends, anticipates, forecast, plan and project or similar expressions identify forward-looking statements. Such statements reflect the relevant company’s current views with respect to future events and are subject to known and unknown risks, assumptions and uncertainties and other factors that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products and services and the behaviour of other market participants. Although Touchstone believes that the forward-looking statements are based upon reasonable assumptions and expectations, Touchstone cannot give any assurance that the forward-looking statements will prove to have been correct. The reader should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of the relevant document(s). Touchstone does not undertake any obligation to update or revise publicly any of the forward-looking statements set out in the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
Responsibility
In relation to any Information, the only responsibility accepted by the directors of Touchstone is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither Touchstone nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser.
Touchstone’s financial adviser (“Shore Capital Limited”) authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Touchstone as financial adviser and no-one else in connection with the Offer and will not be responsible to anyone other than Touchstone for providing the protections afforded to clients or for providing advice in relation to the Offer or any other matter referred to in the Information.
Neither Shore Capital Limited nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statue or otherwise) to any person who is not a client of Shore Capital Limited in connection with this information, any statement contained in this information or otherwise.
THE DOCUMENTS IN THE MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on “I agree” below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
- warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
- agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Touchstone’s homepage.
