"“We are pleased to have concluded our offer for Trinity. With Lease Operators and Trinity drilling continually onshore as well as some additional offshore drilling, we expect to increase our combined oil production within two years. We would like to especially thank our UK Team of advisers, including Memery Crystal, and Zeus, for their guidance and experience in steering us to a successful bid, as well as Romney Thomas, of Hobsons, for his dedication throughout this process.” "
Charles Anthony Brash Jnr, Lease OperatorsMemery Crystal advises Lease Operators Ltd on its successful £26.4m competitive bid for Trinity Exploration PLC
At a glance
Memery Crystal is delighted to announce that its Equity Capital Markets team has acted for Lease Operators Ltd (“Lease Operators”), a Trinidad and Tobago based oil and gas operating company, on its successful £26.4m cash offer for Trinity Exploration PLC (“Trinity”), an AIM listed oil producer, which is also based in Trinidad and Tobago. The bid followed an earlier all-share offer for Trinity made by Touchstone Exploration Inc. (“Touchstone”) and despite the fact that irrevocable undertakings had been given by a large number of Trinity shareholders which could have potentially prevented Lease Operators from closing out its own bid for Trinity. Fortunately, the rulings given by the Takeover Panel and High Court enabled Trinity to withdraw the Touchstone bid and thus enable Trinity shareholders to vote their shares freely in favour of Lease Operators’ bid, which was made at a significant premium to the one made by Touchstone.
The combined group is expected to bring significant synergies, given the different focus of each of Lease Operators’ and Trinity’s respective businesses and the anticipation is that this will result in increased production in the oil fields and to roll out a continuous drilling programme using the rigs owned by Lease Operators.
The acquisition was effected by means of a Court approved scheme of arrangement in accordance with the Takeover Code. This transaction follows on from a string of other notable transactions completed by our corporate team in the natural resources sector and public takeovers over the past year.
The project was led by Nick Heap, Partner, with support from Memery Crystal’s takeover expert Edward Baker, leading associate Ravina Mahajan, Mike Lanning and Jack Rudgeley. From Memery Crystal’s Tax team, Leigh Sayliss, Partner, advised on certain tax aspects of the transaction.
Nick Heap commented:
“This was a great transaction to have been involved with and to have seen Lease Operators’ bid for Trinity Exploration finally succeed, with common sense prevailing ultimately in favour of a better deal for Trinity shareholders. It was great to have worked with the respective teams at Lease Operators, Hobsons and Zeus on this challenging, but very rewarding transaction. This latest takeover follows hot on the heels of a good number of other public takeovers that Memery Crystal have advised on in the last year and testament to how active we have been in this sector. Thanks also go to the MC team who worked hard to deliver this successful transaction for the client and all involved.”
Charles Anthony Brash Jnr at Lease Operators, commented:
“We are pleased to have concluded our offer for Trinity. With Lease Operators and Trinity drilling continually onshore as well as some additional offshore drilling, we expect to increase our combined oil production within two years. We would like to especially thank our UK Team of advisers, including Memery Crystal, and Zeus, for their guidance and experience in steering us to a successful bid, as well as Romney Thomas, of Hobsons, for his dedication throughout this process.”
On this transaction, Pinsents were UK legal advisers to Trinity, Hobsons were T&T legal advisers to Lease Operators, Zeus Capital were Financial Adviser to Lease Operators, and Houlihan Lokey were financial adviser to Trinity.
The project team
Nick HeapPartner, Corporate
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Edward BakerPartner, Corporate
Leigh SaylissPartner, Head of Tax
Ravina MahajanAssociate, Corporate
Michael LanningSolicitor, Corporate
Jack RudgeleySolicitor, Banking & Finance