NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 October 2025
Challenger Energy Group PLC
("Challenger" or "the Company")
Notice of Convening Hearing
Further to the announcement made by the Company and Sintana Energy Inc (" Sintana ") on 9 October 2025 in relation to the proposed recommended offer (" Offer ") by Sintana for the entire issued, and to be issued, ordinary share capital of the Company (the " Rule 2.7 Announcement "), the Board of Challenger confirms that it has today, 21 October 2025, filed a Claim Form in the High Court of Justice of the Isle of Man, Civil Division, Chancery Procedure (" Claim ") for an Order (" Order ") under Part IV, section 152 of the Isle of Man Companies Act 1931 to convene, on 26 November 2025 at 12: 00 p .m., a meeting of the holders of its Ordinary Shares (the " Court Meeting ") for the purpose of considering and if thought fit approving (with or without modification) a scheme of arrangement (" Scheme ") proposed to be made between the Company and the holders of its shares (the " Scheme Shareholders ") in order to give effect to the Offer. Further details regarding the Scheme are set out in the Rule 2.7 Announcement.
If the Court makes an Order that the Court Meeting be convened and if at the Court Meeting a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, representing at least 75 per cent. in value of the shares held by those Scheme Shareholders present and voting agree to the proposed arrangements, the Court may under section 152 of the Isle of Man Companies Act 1931, sanction the proposed Scheme.
A hearing of the Claim is listed for 29 October 2025 at 10:30 a.m. (the " Convening Hearing "). The Convening Hearing is to be held at The Isle of Man Courts of Justice Deemsters Walk, Bucks Road, Douglas, IM1 3AR. Scheme Shareholders are entitled to attend or be represented at both the Convening Hearing and the hearing of the Court at which the Company will seek an order sanctioning the Scheme, which is expected to be held on 9 December 2025 at 10:30a.m.
Subject to the Order being granted, a scheme document in relation to the proposed Scheme will be published in due course and a further announcement will be made at that time.
Enquiries:
| Challenger |
|
| Eytan Uliel, Chief Executive Officer |
+44 (0) 1624 647 882 |
| Gneiss Energy Limited (Financial Adviser and Rule 3 Adviser to Challenger) |
|
| Jon Fitzpatrick and Paul Weidman and Luke Kanczes |
+44 (0) 20 3983 9263 |
| Zeus Capital Limited (Nominated Adviser and Broker to Challenger) |
|
| James Joyce and James Bavister |
+44 (0) 20 3829 5000 |
Important notices
Gneiss Energy Limited ("Gneiss"), which is authorised and regulated by the FCA (FRN: 963725) in the United Kingdom, is acting as financial adviser exclusively for Challenger and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Challenger for providing the protections afforded to clients of Gneiss, nor for providing advice in relation to any matter referred to herein.
Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA (FRN: 224621) in the United Kingdom, is acting exclusively as nominated adviser for Challenger and as nominated adviser for Sintana on its Dual Listing and no one else in connection with the Acquisition and matters referred to in this announcement and will not be responsible to anyone other than Challenger and Sintana for providing the protections afforded to clients of Zeus, or for providing advice in relation to the Acquisition and matters referred to in this announcement. Neither Zeus nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Zeus in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
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This announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain. The person responsible for making this announcement on behalf of Challenger is Eytan Uliel, Chief Executive Officer.
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