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Bayfield Energy Holdings THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), who specialises in advising on the acquisition of shares and other securities. If you have sold or transferred your Existing Unconsolidated Ordinary Shares you should send this document, along with the Form of Proxy, at once to the purchaser or transferee or the stockholder or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, the foregoing documents must not be distributed, forwarded or transmitted in or into any Restricted Jurisdiction. If you have sold or transferred only part of your holding of Existing Unconsolidated Ordinary Shares you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. This document, which comprises an AIM admission document drawn up in accordance with the AIM Rules, has been issued in connection with the application for admission to trading of the Enlarged Share Capital on AIM. This document contains no offer to the public within the meaning of section 102B of FSMA, the Act or otherwise. Accordingly, this document does not comprise a prospectus within the meaning of section 85 of FSMA and has not been drawn up in accordance with the Prospectus Rules or approved by or filed with the Financial Services Authority or any other competent authority. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM, a market operated by the London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The Company, its Directors and the Proposed Directors (whose names and functions appear in paragraph 13 of Part I of this document) accept responsibility for the information contained in this document and for compliance with the AIM Rules for Companies. To the best of the knowledge of the Company, the Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect its import. The whole of this document should be read. Attention is drawn in particular to the ‘‘Risk Factors’’ set out in Part IV of this document. BAYFIELD ENERGY HOLDINGS PLC (Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 07535869) Proposed merger with Trinity Exploration & Production Limited Proposed 1 for 10 Share Consolidation Proposed placing of 47,500,000 new Consolidated Ordinary Shares at 120p per share Proposed change of name to Trinity Exploration & Production plc Admission of the Enlarged Share Capital to trading on AIM Notice of General Meeting Financial Adviser to Nominated Adviser & Co-lead Manager, Joint Trinity and Joint Joint Broker Broker & Financial Adviser Bookrunner Joint Bookrunner Seymour Pierce FirstEnergy Capital LLP RBC Capital Markets Jefferies International Limited The Placing Shares and the Consideration Shares will rank pari passu in all respects with the Consolidated Ordinary Shares and will rank in full for all dividends or other distributions declared, made or paid on the Consolidated Ordinary Shares after Admission. It is expected that Admission will take place and that trading in the Consolidated Ordinary Shares will commence on AIM on 14 February 2013. Seymour Pierce Limited (‘‘Seymour Pierce’’), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting, up to Admission, as nominated adviser and joint broker to the Company in connection with 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 Seymour Pierce or for advising any other person in respect of the Proposals. Seymour Pierce’s responsibilities as the Company’s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Proposed Director or to any other person in respect of such person’s decision to acquire shares in the Company in reliance on any part of this document. Seymour Pierce has not authorised the contents of any part of this document 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, the Directors and Proposed Directors are responsible. No representation or warranty, express or implied, is made by Seymour Pierce as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). FirstEnergy Capital LLP (‘‘FirstEnergy’’), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and co-lead manager and, up to Admission, joint broker to the Company in connection with 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 FirstEnergy or for advising any other person in respect of the Proposals. FirstEnergy has not authorised the contents of any part of this document 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, the Directors and Proposed Directors are responsible. No representation or warranty, express or implied, is made by FirstEnergy as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). RBC Europe Limited (trading as RBC Capital Markets) (‘‘RBC’’), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to 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 document 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, the Directors and Proposed Directors are responsible. No representation or warranty, express or implied, is made by RBC as to any of the contents of this document (without limiting the statutory rights of any person to whom this document 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 document 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, the Directors and Proposed Directors are responsible. No representation or warranty, express or implied, is made by Jefferies as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). Notice to prospective investors in Switzerland This document is being made available in Switzerland to a limited circle of selected investors only. Such prospective investors will be individually approached by the Company in the context of the Placing from time to time. The Placing Shares are not being offered to the public in or from Switzerland, and neither this document, nor any other offering materials relating to the Placing Shares may be distributed in connection with any such public offering. This document does not constitute an issuance prospectus within the meaning of Article 652a of the Swiss Code of Obligations. Each copy of this document is addressed in Switzerland to a specifically named recipient and shall not be passed on to a third party. Notice to prospective investors in France This document is being made available in France to qualified investors and a restricted circle of investors only and accordingly, and pursuant to Article 211-3 of the General Regulation of the Autorite´ des Marches´ Financiers (‘‘AMF’’), the attention of potential investors is drawn to the following: • the offering is not subject to the requirement of a prospectus to be submitted to the AMF for approval ; • the offering is addressed exclusively to the persons or entities referred to in II 2 of Article L.
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