REG - Challenger Energy - Form 8 (OPD) Challenger Energy Group PLC

Challenger EnergyAnnouncement

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RNS Number : 8744D  Challenger Energy Group PLC  17 October 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Challenger Energy Group PLC
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Challenger Energy Group PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         17 October 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Challenger Energy Group PLC ordinary shares

                                                                      Interests                 Short positions

                                                                      Number       %            Number       %
 (1) Relevant securities owned and/or controlled:                     Nil          -            Nil          -
 (2) Cash-settled derivatives:                                        Nil          -            Nil          -

 (3) Stock-settled derivatives (including options) and agreements to  Nil          -            Nil          -
 purchase/sell:
      TOTAL:                                                          Nil          -            Nil          -

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (A)  Ordinary shares of £0.01 each ("Ordinary Shares") held by directors of
 Challenger Energy Group PLC

Name             Number of Ordinary Shares held  % of Ordinary Shares held
 Iain McKendrick  1,709,198                       0.69
 Eytan Uliel      13,907,479                      5.58
 Simon Potter     1,437,256                       0.58
 Stephen Bizzell  1,023,786                       0.41
 Total            18,077,719                      7.25

 

 (B)  Options (exercisable in return for one Ordinary Share each) held over
 Challenger Energy Group PLC's Ordinary Shares ("Options") by Challenger Energy
 Group PLC directors

                       Exercise price (GBP per option)
 Optionholder     Date of grant  Expiry date  0.0500     0.0750           0.1125           0.1500           Total
                                              Number of Options held
 Iain McKendrick  30/08/2023     29/08/2028   560,000    560,000          560,000          560,000          2,240,000
 Eytan Uliel      30/08/2023     29/08/2028   1,700,000  1,700,000        1,700,000        1,700,000        6,800,000
 Stephen Bizzell  30/08/2023     29/08/2028   370,000    370,000          370,000          370,000          1,480,000
 Simon Potter     30/08/2023     29/08/2028   370,000    370,000          370,000          370,000          1,480,000
                        Vested     Vested           Not Vested((1))  Not Vested((2))

                        Exercise price (GBP per option)
 Optionholder     Date of grant  Expiry date  0.0800     0.1200           0.1800           0.2400           Total
                                              Number of Options held
 Eytan Uliel      04/11/2024     03/11/2029   600,000    600,000          600,000          600,000          2,400,000
                        Vested     Not Vested((3))  Not Vested((4))  Not Vested((5))

 Total                                        3,600,000  3,600,000        3,600,000        3,600,000        14,400,000

 

 (1)   Not vested until share price exceeds 11.25p for 10 consecutive days

 (2)   Not vested until share price exceeds 15p for 10 consecutive days

 (3)   Not vested until share price exceeds 12p for 10 consecutive days

 (4)   Not vested until share price exceeds 18p for 10 consecutive days

 (5)   Not vested until share price exceeds 24p for 10 consecutive days

 (C)  Ordinary Shares held by persons acting in concert (connected adviser)
 with Challenger Energy Group PLC

Name                            Number of Ordinary Shares held  % of Ordinary Shares held
 Gneiss Energy Limited((1))      7,071,951                       2.84
 Fitzpatrick Family Fund 1((1))  4,000,000                       1.60

 

 (1)   Gneiss Energy Limited is owned by Jon Fitzpatrick and Carolyn
 Fitzpatrick.  The Fitzpatrick Family Fund 1 shareholding is not controlled by
 Gneiss Energy Limited, although the Fitzpatricks are deemed to be interested
 in both the Gneiss Energy Limited shareholding and the Fitzpatrick Family Fund
 1 shareholding.

 (D)  Warrants  (exercisable in return for one Ordinary Share each) held over
 Challenger Energy Group PLC's Ordinary Shares ("Warrants") by persons acting
 in concert (connected adviser) with Challenger Energy Group PLC

Name                   Date of grant  Expiry date  Number of Warrants held  Exercise price (GBP)
 Gneiss Energy Limited  12/03/2022     11/03/2026   7,439,851                0.0500
             01/11/2024     01/11/2027   3,800,000                0.0500

 

 

(B)  Options (exercisable in return for one Ordinary Share each) held over
Challenger Energy Group PLC's Ordinary Shares ("Options") by Challenger Energy
Group PLC directors

 

                                              Exercise price (GBP per option)
 Optionholder     Date of grant  Expiry date  0.0500     0.0750           0.1125           0.1500           Total
                                              Number of Options held
 Iain McKendrick  30/08/2023     29/08/2028   560,000    560,000          560,000          560,000          2,240,000
 Eytan Uliel      30/08/2023     29/08/2028   1,700,000  1,700,000        1,700,000        1,700,000        6,800,000
 Stephen Bizzell  30/08/2023     29/08/2028   370,000    370,000          370,000          370,000          1,480,000
 Simon Potter     30/08/2023     29/08/2028   370,000    370,000          370,000          370,000          1,480,000
                                              Vested     Vested           Not Vested((1))  Not Vested((2))

                                              Exercise price (GBP per option)
 Optionholder     Date of grant  Expiry date  0.0800     0.1200           0.1800           0.2400           Total
                                              Number of Options held
 Eytan Uliel      04/11/2024     03/11/2029   600,000    600,000          600,000          600,000          2,400,000
                                              Vested     Not Vested((3))  Not Vested((4))  Not Vested((5))

 Total                                        3,600,000  3,600,000        3,600,000        3,600,000        14,400,000

 

(1)   Not vested until share price exceeds 11.25p for 10 consecutive days

(2)   Not vested until share price exceeds 15p for 10 consecutive days

(3)   Not vested until share price exceeds 12p for 10 consecutive days

(4)   Not vested until share price exceeds 18p for 10 consecutive days

(5)   Not vested until share price exceeds 24p for 10 consecutive days

 

(C)  Ordinary Shares held by persons acting in concert (connected adviser)
with Challenger Energy Group PLC

 

 Name                            Number of Ordinary Shares held  % of Ordinary Shares held
 Gneiss Energy Limited((1))      7,071,951                       2.84
 Fitzpatrick Family Fund 1((1))  4,000,000                       1.60

 

(1)   Gneiss Energy Limited is owned by Jon Fitzpatrick and Carolyn
Fitzpatrick.  The Fitzpatrick Family Fund 1 shareholding is not controlled by
Gneiss Energy Limited, although the Fitzpatricks are deemed to be interested
in both the Gneiss Energy Limited shareholding and the Fitzpatrick Family Fund
1 shareholding.

 

(D)  Warrants  (exercisable in return for one Ordinary Share each) held over
Challenger Energy Group PLC's Ordinary Shares ("Warrants") by persons acting
in concert (connected adviser) with Challenger Energy Group PLC

 

 Name                   Date of grant  Expiry date  Number of Warrants held  Exercise price (GBP)
 Gneiss Energy Limited  12/03/2022     11/03/2026   7,439,851                0.0500
                        01/11/2024     01/11/2027   3,800,000                0.0500

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             No

 

 

 Date of disclosure:  17 October 2025
 Contact name:        Jonathan Gilmore, Company Secretary
 Telephone number:    +44 1624 647 883

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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