REG - Challenger Energy - Notice of EGM
28/02/2025 07:15
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RNS Number : 7578Y Challenger Energy Group PLC 28 February 2025
28 February 2025
Challenger Energy Group PLC
("Challenger Energy" or the "Company")
Notice of Extraordinary General Meeting
Challenger Energy (AIM: CEG) announces that a notice convening an
Extraordinary General Meeting ("EGM"), along with a circular (the "Circular")
and proxy form, will be posted to the shareholders today.
The EGM is being convened for the purposes of approving the transaction
entered into by the Company (as announced on 18 February 2025) for the sale of
all of the Company's remaining business in Trinidad and Tobago (the
"Transaction"). The Transaction constitutes a fundamental change of business
pursuant to AIM Rule 15 and is therefore contingent upon obtaining the consent
of the Company's shareholders.
The EGM is to be held at 10:00 GMT on 27 March 2025 at Challenger Energy
Group PLC, The Engine Room, Alexandra Street, Castletown, Isle of Man IM9 1TG.
The notice of EGM, Circular and proxy form are also now available on the
Company's website https://www.cegplc.com/ (https://www.cegplc.com/) .
The full contents of the Chairman's Letter, as included in the Circular, is
set in Appendix A below, and constitutes an integral part of this
announcement. This includes relevant details of the Transaction, unaudited
income statement and balance sheet to 31 December 2024 in respect of the
assets being sold, which correspond to the entirety of the Company's revenue
generating assets, and details of the operational and financial impacts of the
Transaction on the Company.
The Board recommends that shareholders vote in favour of the resolution being
proposed at the EGM. The Directors consider that the resolution is in the best
interests of shareholders and unanimously recommend that shareholders vote in
favour of the resolution as they intend to do in respect of their own
beneficial holdings of 19,292,672 Ordinary Shares, representing 7.85% per
cent. of the existing issued ordinary share capital of the Company.
---
The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the
Company's obligations under Article 17 of MAR. Upon the publication of this
announcement, this inside information is now considered to be in the public
domain.
For further information, please contact:
Challenger Energy Group PLC Tel: +44 (0) 1624 647 882
Eytan Uliel, Chief Executive Officer
Zeus - Nomad and Joint Broker Tel: +44 (0) 20 3829 5000
Simon Johnson/Antonio Bossi/Darshan Patel/George Duxberry
Stifel - Joint Broker Tel: +44 (0) 20 7710 7600
Ashton Clanfield / Callum Stewart / Simon Mensley
Gneiss Energy Limited - Financial Adviser Tel: +44 (0) 20 3983 9263
Jon Fitzpatrick / Paul Weidman / Doug Rycroft
CAMARCO - Financial PR Tel: +44 (0) 20 3757 4980
Billy Clegg / Georgia Edmonds / Emily Hall
Jonathan Paterson - Investor Relations Tel: +1 475 477 9401
jonathan.paterson@harbor-access.com
APPENDIX A
LETTER FROM THE CHAIRMAN
CHALLENGER ENERGY GROUP PLC
(Incorporated in the Isle of Man under the Companies Acts 1931 to 2004 and
with Company Number 123863C)
Registered Office: The Engine House Alexandra Street Castletown, Isle
of Man, IM9 1TG.
Directors:
Iain McKendrick (Independent Non-Executive Chairman)
Eytan Uliel (Chief Executive Officer)
Stephen Bizzell (Independent Non-Executive Director)
Robert Bose (Independent Non-Executive Director)
Simon Potter (Independent Non-Executive Director)
Date: 28 February 2025
To Shareholders and, for information purposes only, warrant holders and option
holders
Dear Shareholder
Proposed disposal of CEG Trinidad and Notice of Extraordinary General Meeting
1. Introduction
On 18 February 2025, the Company announced that it had entered into an
agreement to sell 100% of a wholly-owned St. Lucia domiciled subsidiary
company, CEG Trinidad, to Caribbean Rex. CEG Trinidad in turn holds various
subsidiary entities (together the "CEG Trinidad Group") that collectively
represent all of the Company's business, assets, undertakings and operations
in Trinidad and Tobago. This Trinidad Disposal, if completed, would thus
represent the complete exit of the Company from Trinidad and Tobago. Details
of the Trinidad Disposal, including the consideration to be received, are set
out in paragraph 4 (Details of the Trinidad Disposal) of this letter.
The CEG Trinidad Group represents a relatively small portion of the Company's
overall balance sheet value, and is loss making, thus contributing no profit
or surplus cashflow to the Company. The CEG Trinidad Group is also not core to
the Company's current overall business strategy, which is to focus on its
high-value Atlantic-margin exploration assets in Uruguay. However, due to the
fact that the CEG Trinidad Group currently contributes 100% of the Company's
total revenue, pursuant to AIM Rule 15, the Trinidad Disposal constitutes a
fundamental change in business and thus is conditional, amongst other things,
upon Shareholder approval. The purpose of this Circular is therefore to
provide Shareholders with the details of, background to and reasons for the
Trinidad Disposal, and to explain why the Directors believe it is in the best
interests of the Company and its Shareholders as a whole for the Trinidad
Disposal to proceed.
The action that you should take to vote on the Resolution, and the
recommendation of the Board, are set out in paragraphs 9 (Action to be Taken)
and 10 (Recommendation), respectively, of this letter.
In the event that the Resolution is not passed the Trinidad Disposal will not
proceed, and the Company will continue for the immediate future to own and
operate its business and assets in Trinidad and Tobago.
2. Information on the Company
Challenger Energy is an Atlantic-margin focused energy company, with a current
high-impact position in Uruguay, where the Company holds two offshore
exploration licences, totalling 19,000km2 (gross) and is partnered with
Chevron on the AREA-OFF 1 block. Challenger Energy is quoted on the AIM market
of the London Stock Exchange.
Additional information is available on the Company's website:
https://www.cegplc.com (https://www.cegplc.com)
3. Rationale for the Trinidad Disposal
The Company acquired the CEG Trinidad Group as a consequence of the merger of
the Company with Columbus Energy Resources PLC, in August 2020. Following the
merger, the Company's primary objective was to increase production and thereby
achieve profitability and cashflow generation from operations in Trinidad and
Tobago, at least sufficient to fund the fixed overhead costs of Challenger
Energy as a whole. The Company believed that achieving this level of cash flow
generation from the CEG Trinidad Group would be possible from a combination of
drilling new wells, maximising performance of existing wells, and implementing
improved operational methods across the various oilfields operated by the CEG
Trinidad Group.
In 2021, the Saffron-2 well was drilled in the Bonasse licence, but this well
did not achieve expectations of a sustained increase in overall production
levels. In 2021 and 2022, the CEG Trinidad Group also sought to initiate
various enhanced oil recovery programs on its various fields, supplemented by
investment in additional field equipment, as well as management changes.
Again, however, these initiatives did not achieve expectation.
Thus, by the end of 2022, the Company had come to the view that materially
increased production (and hence income) from the assets of the CEG Trinidad
Group would not be possible without considerable additional capital
investment, given the age and technical limitations of the fields. As a
result, the Company shifted its strategy for Trinidad and Tobago, with a view
to the CEG Trinidad Group streamlining operations by divesting non-core assets
and achieving cashflow breakeven from core assets retained.
In accordance with this revised strategy, in 2023 and 2024 the Company sold
various non-core assets in Trinidad and Tobago, being the South Erin, Cory
Moruga, and Bonasse assets, in the process generating cash and reducing
liabilities, commitments, and administrative burdens. This also allowed CEG
Trinidad Group operations to be fully focused on the remaining core assets -
the Goudron, Inniss-Trinity and Icacos fields - with the result being more
stable production levels, and significantly reduced costs. However, lower
realised oil prices in the period offset efficiency gains, and the need for
ongoing ad-hoc capital investment means that the CEG Trinidad Group has
continued to generate overall losses, notwithstanding, in general terms,
operational cashflow breakeven performance (and which financial performance
necessitated a significant write-down of the value of the assets of the CEG
Trinidad Group in 2023).
More significantly, despite considerable efforts through 2023 and 2024, the
Company has been unable to identify a viable path to achieve scale and
profitability for the CEG Trinidad Group, and thus the CEG Trinidad's
operations are not generating any surplus cash for Challenger Energy as a
whole, and are unlikely to do so in the future.
In parallel, since mid-2020 the Company has established a significant business
presence in Uruguay, holding interests in two large offshore exploration
blocks of high quality, in what is a rapidly emerging global exploration
"hotspot". The Company has enjoyed considerable success in Uruguay in the past
several years, including most recently farming out of one of its blocks to
Chevron, on attractive terms. As a result, Uruguay has become the core
strategic focus for the Company, and is where the Company believes that it
will be able to generate significant value for shareholders over the coming
12-24 months period.
Given the above, the Company considers that continued ownership of the CEG
Trinidad Group no longer aligns with its strategic objectives.. Continued
ownership of the CEG Trinidad Group will require significant commitment of
management time and resource, when that time and resource could be better
applied toward the Company's assets in Uruguay which the Board believes
represent greater potential for value creation. Additionally, the generally
breakeven status of the CEG Trinidad Group means that the Company is exposed
to near-term adverse operational outcomes (for example, adverse movement in
oil price) which could necessitate the need to provide operating cash support
to CEG Trinidad. Furthermore, the longer-term maintenance of the underlying
licences on which the CEG Trinidad Group depends will, in due course, require
additional capital investment to meet work program commitments.
By contrast, sale of the CEG Trinidad Group will free up Company resources to
focus more fully on activities and opportunities in Uruguay, where the
opportunity for near-term value creation is considered to be significantly
greater, and on other business development opportunities that may arise. The
sale of the CEG Trinidad Group will also realise some cost savings for the
Company as a whole, and will facilitate the release of working capital which
will bolster the Company's financial position and which, longer term, the
Company believes can be deployed elsewhere with much greater potential for
return.
4. Details of CEG Trinidad and the CEG Trinidad Group
CEG Trinidad is a St. Lucia domiciled entity, 100% owned by the Company. CEG
Trinidad is the parent company of the CEG Trinidad Group, which consists of
the following entities:
Company Country of registration Proportion held Nature of business
CEG Icacos Trinidad Ltd Trinidad and Tobago 100% This entity has a 100% interest in and operates the Icacos production field in
Trinidad, under a licence from the Trinidad Ministry of Mining and Energy
Industries
CEG Management Services Trinidad Ltd Trinidad and Tobago 100% This entity is a service company that holds various physical assets used in
the operations of the CEG Trinidad Group, and employees various personnel
providing services to the CEG Trinidad Group
CEG Goudron Trinidad Ltd Trinidad and Tobago 100% This entity has a 100% interest in and operates the Goudron production field
in Trinidad, under an enhanced production sharing contract with Heritage
Steeldrum Oil Company Inc St. Lucia 100% A dormant holding company that is part of the CEG Trinidad Group
Steeldrum Petroleum Group Ltd Trinidad and Tobago 100% A dormant holding company that is part of the CEG Trinidad Group
CEG Inniss-Trinity Trinidad Ltd Trinidad and Tobago 100% This entity has a 100% interest in and operates the Inniss-Trinity production
field in Trinidad, under an enhanced production sharing contract with Heritage
CEG Well Services Trinidad Ltd Trinidad and Tobago 100% This entity is a service company that holds various physical assets used in
the operations of the CEG Trinidad Group, and employees various personnel
providing services to the CEG Trinidad Group
In aggregate, CEG Trinidad and the various subsidiary entities comprising the
CEG Trinidad Group represent the entirety of the Company's assets, operations
and undertakings in Trinidad and Tobago. Thus, in selling CEG Trinidad, the
Company will effectively be selling the entirety of its business in Trinidad
and Tobago, completely exiting from all operations in that country.
At 30 June 2024 and at 31 December 2024, the combined (unaudited) net assets
(excluding intercompany balances) of the CEG Trinidad Group were:
Assets (Unaudited) (Unaudited)
At 31 June 2024 At 31 December
$ 000's 2024
$ 000's
Cash and cash equivalents 301 261
Restricted cash 318 292
Trade and other receivables 2,356 2,486
Inventories 240 148
Tangible assets* 8,798 8,250
Intangible exploration and evaluation assets* 387 374
Abandonment fund 1,631 1,655
Deferred Tax Asset 4,112 3,770
Total assets 18,143 17,236
Liabilities
Trade and other payables (5,669) (5,686)
Provisions (2,509) (2,474)
Deferred tax liability (4,173) (3,815)
Total liabilities (12,351) (11,975)
Total net assets 5,792 5,261
*Following completion of the Trinidad Disposal there is likely to be an
impairment of the carrying values of the CEG Trinidad Group - this adjustment
and any related tax effects will be reflected in the year end Audited
Financial Statements.
The combined (unaudited) results (excluding intercompany balances) of the CEG
Trinidad Group (including all subsidiary entities of CEG Trinidad) for the
half year to 30 June 2024 and the full year ended 31 December 2024 were:
Income statement (Unaudited) (Unaudited)
Half year to Full year to
30 June 2024 31 December
$ 000's 2024
$ 000's
Net petroleum revenue 1,821 3,454
Cost of sales (1,865) (3,622)
Gross loss (44) (168)
Administration expenses (858) (1,674)
Operating foreign exchange (losses) / gains 362 566
Operating loss (540) (1,276)
Finance costs (59) (22)
Other income 20 73
Loss before taxation (579) (1,225)
Income taxes 10 25
Net loss (569) (1,200)
5. Details of the Trinidad Disposal
The Company has entered into a share purchase agreement whereby the Company
has conditionally agreed to sell its 100% equity interest in CEG Trinidad.
The purchaser is Caribbean Rex - an entity jointly owned 51% by T-Rex
Resources (a wholly owned subsidiary of POGH), and 49% by WIEGL, a Trinidadian
company active in the domestic oil industry.
The consideration for the Trinidad Disposal represents a total transaction
value to the Company of $6 million, as follows:
· an initial deposit of $250,000 - already satisfied via the
issuance to the Company of approximately 4.4 million POGH Shares;
· $750,000 payable on completion of the Trinidad Disposal -
$250,000 in cash and $500,000 via the issuance of POGH Shares (the number of
POGH Shares issuable to be determined based on the prevailing exchange rate
and market price of POGH Shares at the time of completion of the Trinidad
Disposal);
· A deferred unconditional consideration payment of $750,000 in
aggregate, payable in cash, in three instalments of $250,000, on each of 31
December 2025, 2026 and 2027; and
· the assumption by WIEGL of all liabilities, provisions and
potential exposures of CEG Trinidad and the CEG Trinidad Group, which for the
purposes of the share purchase agreement were valued at $4.25 million.
As part of the agreed consideration for the sale of CEG Trinidad, the Company
may also receive an additional contingent payment of up to $2 million. This
contingent consideration is calculated as $2 per barrel of production where
production during the period to 31 December 2027 exceeds 750 barrels of oil
per day, once the capital costs incurred by Caribbean Rex in increasing
production over this threshold is first recovered. The conditional contingent
payment is capped at $2 million.
Given that the CEG Trinidad Group currently contributes 100% of the Company's
present revenue (and notwithstanding that CEG Trinidad Group represents a
relatively small portion of the Company's overall balance sheet value, and is
loss making, thus contributing no profit or surplus cashflow to the Company)
in accordance with the AIM Rules the Trinidad Disposal constitutes a
fundamental change of business, and thus prior approval of Shareholders for
the Trinidad Disposal is required. In addition, given that the Trinidad
Disposal will result in an indirect change of ownership interests in the
underlying Trinidadian enhanced production sharing contracts held by the CEG
Trinidad Group, the purchaser also wishes to obtain approval from Heritage as
a condition precedent to complete the Trinidad Disposal. Completion of the
Trinidad Disposal is thus conditional on both of these approvals being
obtained by 30 April 2025 (or such later date as the parties may agree). If
the Trinidad Disposal does not complete for failure of the Heritage approval
condition, the deposit paid by Caribbean Rex will be forfeited and retained by
the Company. If the transaction does not complete because the Resolution is
not passed by the Shareholders of the Company, the deposit paid by Caribbean
Rex must be refunded (either, as the Company may elect, by the Company
transferring the POGH Shares comprising the deposit to such party as Caribbean
Rex nominates, or by the Company paying a cash amount of $250,000 to Caribbean
Rex). No other approvals are required, and all parties are confident that both
required approvals will be secured within the agreed timeline to enable
completion of the Trinidad Disposal.
The Company has provided a limited set of warranties under the share purchase
agreement, but in essence the share purchase agreement reflects an "as is"
transaction where the purchaser relies on its own due diligence, and thus
post-sale the Company has no further exposure to any benefits, risks, assets
or liabilities associated with the CEG Trinidad Group, save for the potential
to receive contingent consideration driven by increased production levels post
disposal as detailed above. The share purchase agreement also includes
customary provisions for the operation of the CEG Trinidad Group by the
Company in the period pending completion, as well as an agreed handover period
after completion to enable the orderly transition of the CEG Trinidad Group to
new ownership. As part of this orderly transition, the CEG Trinidad Group will
effect changes to ensure that the use of the name "Challenger Energy" in
association with all activities in Trinidad and Tobago ceases.
6. Effects of the Trinidad Disposal
A. Operational Effects
CEG Trinidad is the parent company of the CEG Trinidad Group, which holds all
of the Company's assets, operations and undertakings in Trinidad and Tobago.
Therefore, in selling CEG Trinidad, the Company will effectively be selling
the CEG Trinidad Group, and thus selling the entirety of its business in
Trinidad and Tobago.
The principal operational effects of the Trinidad Disposal would be:
· Sale of the CEG Trinidad Group will free up Company resources to
focus more fully on activities and opportunities in Uruguay, which is the
Company's current strategic focus given that the Company considers the
opportunity for near-term value creation in Uruguay to be significantly
greater.
· Employees of the CEG Trinidad Group will cease to be employees
within the broader Challenger Energy group of companies. This would reduce the
Company's overall total workforce from approximately 65 full-time employees to
five. Given that all relevant employees work full-time in support of the CEG
Trinidad Group and provide no service to the wider operations of the Company,
it is not expected that this will have any impact on the Company's ongoing
operations, or the Company's ability to conduct effective operations in
Uruguay.
· The CEG Trinidad Group operates as a "standalone" business unit,
and thus the Trinidad Disposal will not have an effect on any of the Company's
non-Trinidadian operations. Indeed, at a corporate level the Company provides
a number of support functions to the CEG Trinidad Group (for example, IT,
group-wide accounting and audit, coverage under group-wide energy/well control
insurance and other ad-hoc support). The Trinidad Disposal will mean that the
Company is no longer required to provide these support functions, and will
benefit from a reduction in associated costs (which the Company estimates
could amount to approximately $100,000 per annum).
B. Financial Effects
The principal financial effects on the Company of the Trinidad Disposal will
be as follows:
· Loss of revenue: the CEG Trinidad Group generated approximately
$3.5 million of net revenues (unaudited) in the 12 months to 31 December 2024,
which represented 100% of the Company's revenue in that period. The Trinidad
Disposal will result in the loss of this revenue. (At the same time, all costs
and expenses associated with generating revenue will also no longer be
reflected in the Company's financial statements).
· Elimination of accounting loss attributable to the CEG Trinidad
Group: for reference, for the 12 months to 31 December 2024, the CEG Trinidad
Group made a loss of approximately $1.2 million (unaudited).
· Loss on disposal: Based on the total net assets of the CEG
Trinidad Group and the consideration to be received from the Trinidad
Disposal, the Company expects that an accounting loss on disposal will arise,
indicatively as follows:
Assets (Unaudited)
$ 000's
Total net assets (refer to table in paragraph 4 for details) 5,261
Consideration to be received in cash 250
Consideration to be received in POGH Shares* 750
Deferred consideration** 750
Total consideration received 1,750
Potential loss on disposal (3,511)
*Cash realised on disposal of any POGH Shares may be more or less than
$750,000
**Excludes contingent consideration of up to $2 million, as detailed in
section 5 of this letter. Amounts shown above are undiscounted.
· Reduction in balance sheet value: Based on the Company's unaudited
balance sheet at 31 December 2024, the impact of the Trinidad Disposal in
relation to the Company's balance sheet will be a reduction in total net
assets of approximately $3.5m, or approximately 3%, as follows:
Assets (Unaudited) (Unaudited) (Unaudited) (Unaudited)
CEG Trinidad Group disposal
Company
Proceeds from disposal Pro forma balance sheet
$ 000's
$ 000's $ 000's $ 000's
Cash and cash equivalents* 9,733** (553) 250*** 9,430
Trade and other receivables 3,346 (2,486) 1,500*** 2,360
Inventories 148 (148) - -
Tangible assets 8,559 (8,250) - 309
Intangible exploration and evaluation assets 94,766 (374) - 94,392
Abandonment fund 1,655 (1,655) - -
Deferred Tax Asset 3,770 (3,770) - -
Total assets 121,977 (17,236) 1,750 106,491
Liabilities
Trade and other payables (7,392) 5,686 - (1,706)
Provisions (4,805) 2,474 - (2,331)
Deferred tax liability (3,815) 3,815 - -
Total liabilities (16,012) 11,975 - (4,037)
Total net assets 105,965 (5,261) 1,750 102,454
*Includes $1m of cash held in restricted accounts in support of work program
guarantees (total Group pre-disposal, of which $292K is in respect of the CEG
Trinidad Group).
**Cash balance at 31 December 2024 reflects receipt of $12.5 million from
completion of the Chevron farmout, less settlement of fees and expenses
arising from the farmout to Chevron, expenditure by the Company on work
program activities on its assets in Uruguay in the period since June 2024, and
regular corporate overhead.
***This pro-forma includes the proceeds from the Trinidad Disposal as at
completion of the Trinidad Disposal ($1 million - including $250K in cash and
$750K in POGH Shares) plus the undiscounted value of the deferred
consideration from the Trinidad Disposal ($750,000 which will be received in
three instalments in each of December 2025, 2026 and 2027).
· Simplification of the Company's balance sheet: As evident in the
above table, the Trinidad Disposal will see the removal from the Company's
balance sheet of a number of items specific to active field operations,
including inventory, a substantial portion of the Company's overall trade
receivables and trade payables, a substantial portion of the Company's
property plant and equipment, abandonment fund assets and decommissioning
provisions, and all deferred tax assets and deferred tax liabilities.
7. Application of proceeds from the Trinidad Disposal
The cash proceeds from the Trinidad Disposal will be applied towards the
Company's general working capital needs. These include costs associated with
the ongoing development of the OFF-1 and OFF-3 licences in Uruguay, general
corporate overhead, and any new business opportunities which may arise over
the course of 2025 and beyond.
In respect of POGH Shares received as part of the consideration for the
Trinidad Disposal, the Company intends to liquidate those shares for cash, but
in an orderly fashion and at a time of the Company's choosing. POGH Shares are
traded on the main market of the London Stock Exchange. The Company has a
significant cash surplus, and therefore has no immediate need for the cash
proceeds from the sale of any POGH Shares, and thus intends to manage any sale
of POGH Shares, and the timing of any such sale, in a manner that maximises
the eventual receipt.
8. Extraordinary General Meeting
In order for the Trinidad Disposal to proceed, the Resolution needs to be
passed by the Shareholders at an Extraordinary General Meeting and accordingly
the Company is now convening an Extraordinary General Meeting to be held at
The Engine House, Alexandra Road, Castletown, Isle of Man IM9 1TG for 10.00
a.m. on 27 March 2025 to consider and, if thought fit, pass the Resolution.
The Resolution must be passed either (i) on a show of hands by a simple
majority of those Shareholders present in person or by proxy and voting or
(ii) on a poll by those Shareholders (present in person or by proxy and
voting), holding a simple majority of the Ordinary Shares voted, in each case,
at the Extraordinary General Meeting.
The Resolution, if passed, will approve the Trinidad Disposal for the purposes
of Rule 15 of the AIM Rules.
The Company specifies that only those members registered on the Company's
register of members at the Record Date (or, if the Extraordinary General
Meeting is adjourned, at close of trading on the day two days prior to the
adjourned meeting) shall be entitled to attend and vote at the Extraordinary
General Meeting.
9. Action to be taken
Shareholders will find enclosed with this Circular a Form of Proxy for use at
the Extraordinary General Meeting. Whether or not Shareholders intend to be
present at the meeting, Shareholders are requested to complete and return the
Form of Proxy in accordance with the instructions printed thereon in the
envelope provided so that it arrives at the Company's registrars, MUFG
Corporate Markets as soon as possible and in any event so as to be received by
post or by hand (during normal business hours only) not later than 10:00 a.m.
on 25 March 2025. Completion and return of the Form of Proxy will not prevent
Shareholders from attending and voting at the meeting should they so wish.
Alternatively, you can submit a proxy vote online via the Investor Centre app
or by accessing via a web browser at uk.investorcentre.mpms.mufg.com
(https://uk.investorcentre.mpms.mufg.com/Login/Login) . To be effective, the
proxy vote must be submitted so as to have been received by the Company's
registrars no later than 10.00 a.m. on 25 March 2025.
CREST members who wish to appoint a proxy or proxies through the CREST
electronic appointment service may do so for the Extraordinary General Meeting
by using the procedures described in the CREST Manual. CREST personal members
or other CREST sponsored members, and those CREST members who have appointed
(a) voting service provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate action on their
behalf. In order to be valid, the appropriate CREST message (a CREST Proxy
Instruction) must be transmitted so as to be received by the Company's agent
(ID: RA10) by no later than 10.00 a.m. on 25 March 2025.
10. Recommendation
The Directors consider that the Resolution is in the best interests of
Shareholders and unanimously recommend that Shareholders vote in favour of the
Resolution as they intend to do in respect of their own beneficial holdings
of 19,292,672 Ordinary Shares, representing 7.85% per cent. of the existing
issued ordinary share capital of the Company.
If you are in any doubt as to any aspect of the proposals referred to in this
Circular or as to the action you should take in respect of them, you should
seek your own independent advice from your stockbroker, bank manager,
solicitor, accountant or other professional adviser duly authorised under the
FSMA if you are in the United Kingdom, or another appropriately authorised
independent adviser if you are in a territory outside the United Kingdom.
Yours sincerely
Iain McKendrick
Independent Non-Executive Chairman
Notes to Editors
Challenger Energy is an Atlantic-margin focused energy company, with a current
high-impact position in Uruguay, where the Company holds two offshore
exploration licences, totalling 19,000km(2) (gross) and is partnered with
Chevron on the AREA-OFF 1 block. Challenger Energy is quoted on the AIM market
of the London Stock Exchange.
https://www.cegplc.com (https://www.cegplc.com/)
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