On 2 August 2024, the boards of directors of Trinity and Lease Operators announced that they had reached agreement on the terms of a recommended cash acquisition for the entire issued, and to be issued, share capital of Trinity by Lease Operators at a price of 68.05 pence per Trinity Share (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Following the Court Sanction Hearing on 4 November 2024, Trinity and Lease Operators are pleased to announce that earlier today the Court Order was delivered to the Registrar of Companies. As such, all of the conditions set out in in the Scheme Document in respect of the Acquisition have now been satisfied or waived and, accordingly, the Scheme has now become Effective in accordance with its terms and the entire issued ordinary share capital of Trinity is now owned by Lease Operators.
Admission to trading of Trinity shares on AIM will be cancelled with effect from 7.00 a.m. on 6 November 2024.
As a result of the Scheme becoming Effective, share certificates in respect of Trinity Shares have ceased to be valid and of value and entitlements to Trinity Shares held in uncertificated form in CREST will be cancelled.
A Scheme Shareholder on the register of members of Trinity at the Scheme Record Time, being 6.00 p.m. on 4 November 2024, will be entitled to receive for each Trinity Share held 68.05 pence per share in cash (the "Consideration").
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, settlement of the Consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after the date of this announcement, being 19 November 2024.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of the Cash Consideration payable to them pursuant to the Scheme will be effected by way of the crediting of CREST accounts as soon as practicable and in any event no later than 19 November 2024.
Each of the Trinity Directors has resigned as a director of Trinity with effect from the Scheme becoming Effective.
Charles Anthony Brash Snr, Charles Anthony Brash Jr, David Brash and Daniel Brash have been appointed as directors of Trinity with effect from the Scheme becoming Effective.
SPARK Advisory Partners Limited, the Company's Nominated Adviser will step down with effect from cancellation of admission to trading of Trinity shares on AIM.
Full details of the Acquisition are set out in the Scheme Document. Defined terms used but not defined in this announcement have the meaning given to them in the shareholder circular relating to the Scheme on 8 October 2024 (the "Scheme Document").
