REG - Challenger Energy - Option Exercise and New Share Issuance

Challenger EnergyAnnouncement

07/02/2025 07:00

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RNS Number : 2322W  Challenger Energy Group PLC  07 February 2025

7 February 2025

Challenger Energy Group PLC

 

("Challenger Energy" or the "Company")

 

Option Exercise and New Share Issuance

 

 

Challenger Energy (AIM: CEG), the Atlantic margin focused energy company,
announces that it has received notification from option holders to exercise
options over 840,000 new ordinary shares of 1p each ("Options") in the share
capital of the Company (the "New Ordinary Shares"). All exercise notices
relate to Options with an exercise price of 5 pence per share. Options being
exercised are by certain employees and ex-employees of the Company in respect
of their Tranche A options. No Options are being exercised by any Directors /
PDMRs of the Company. Accordingly, the Company has today agreed to issue the
New Ordinary Shares to the option holders for an aggregate cash value of
£42,000.

 

Application for Admission

 

Application has been made for admission to trading on the AIM of a total of
840,000 New Ordinary Shares of 1p each ("Admission"). It is expected that
Admission will be effective on or around 10 February 2025. On Admission the
New Ordinary Shares will rank pari passu with the Company's existing
ordinary shares.

 

Following Admission, the Company's issued share capital will consist
of 245,721,322 ordinary shares, with each ordinary share carrying the right
to one vote. The Company does not hold any ordinary shares in treasury. This
figure of 245,721,322 ordinary shares may therefore be used by shareholders
in the Company, as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.

 

Total Options & Warrants on Issue

 

For shareholder's information, following the exercise of 840,000 million
Options, the total number of remaining options and warrants over ordinary
shares in the Company, and the terms of those options and warrants, will be as
follows:

 

TABLE A: Consolidated Statement of Options and Warrants on Issue

 

 Holder                                    Options and/or Warrants Held

 Iain McKendrick - Non-Executive Chairman  560,000 in each of Tranche A, B, C and D((1))
 Stephen Bizzell - Non-Executive Director  370,000 in each of Tranche A, B, C and D((1))
 Simon Potter - Non-Executive Director     370,000 in each of Tranche A, B, C and D((1))
 Robert Bose - Non-Executive Director      370,000 in each of Tranche A, B, C and D((2, 3))
 Eytan Uliel -Executive Director and CEO   1,700,000 in each of Tranche A, B, C and D((1)) and

                                           600,000 in each tranche on revised terms((2, 3))
 Executives and Staff ((4))                960,000 in Tranche A and 1,800,000 in each of Tranche B, C and D((1))
 "In the money" advisor options            21,931,189((5))
 "Out of the money" advisor options        24,000((6))

 

Notes:

All share and option figures are stated on a post share consolidation basis,
reflective of the 50:1 share consolidation that occurred on 8 August 2024.

1)    Terms and conditions of Board & Executive / Staff Options were
set out in the Company's announcement of 7 March 2022, and which are restated
here for shareholder information, as follows:

-      Tranche A: exercise price 5p per share; exercise period of 5
years from grant; vested.

-      Tranche B: exercise price 7.5p per share; exercise period of 5
years from grant; vested.

-      Tranche C: exercise price 11.25p per share; exercise period of 5
years from grant; unvested, vest once share price of 11.25p achieved and
sustained for a period of 10 consecutive trading days.

-      Tranche D: exercise price of 15p per share; exercise period of 5
years from grant; unvested, vest once share price of 15p achieved and
sustained for a period of 10 consecutive trading days.

2)    Exercise prices of these options are as follows:

-      Tranche A: exercise price 8p per share

-      Tranche B: exercise price 12p per share

-      Tranche C: exercise price 18p per share

-      Tranche D: exercise price is 24p per share

3)    50% of these options are exercisable immediately (but subject to
vesting hurdles being satisfied); 50% only become exercisable on 1 March 2026,
unless accelerated in accordance with their terms.

4)    Executive and staff options have been distributed widely to key
members of the executive and operating staff base, to secure retention and
incentivisation.

5)    Since 2018, options and warrants have been issued to various advisors
and financiers as part of agreed compensation arrangements for services
provided / fundraisings. Many have since expired, and of those that remain the
number of warrants and exercise prices have been readjusted as a result of
share consolidations. Therefore, for shareholder's reference, the number of
options and warrants referred to as 'advisor warrants' in Table A constitutes
an up-to-date, definitive statement of all such options presently on issue. Of
these, 19,831,189 have an exercise price of 5p each, are vested, and expire in
respect of 11,031,189 options on 11/03/2026, in respect of 5,000,000 options
on 2/11/2026, and in respect of 3,800,000 options on 1/11/2027. Given that
these are currently vested and 'in the money' it is expected that they will in
due course be exercised in accordance with their terms, and if all exercised,
would result in the issue of 19,831,189 ordinary shares (representing
approximately 6.7% of the Company on a fully diluted basis), and in return for
which the Company would receive cash proceeds of approximately £991,000 /
US$1.3 million. A further 2,100,000 warrants were issued consequent on the
Charlestown investment, valid to 28 May 2026, exercise price 10p per share
(refer to the Company's RNS of 18 April 2024) and, if ultimately these were to
become 'in the money' and exercised, would result in the issue of 2,100,000
ordinary shares (representing approximately 0.8% of the Company on a fully
diluted basis), and in return for which the Company would receive cash
proceeds of approximately £201,000 / US$280,000.

6)    These small number of "legacy" options that remain valid relate to
remuneration provided in settlement of fees pertaining to financing of the
well drilled in The Bahamas in late 2020. They have an exercise price of 175p
each, are vested, and expire on 01/09/2025. Given the extent to which these
options are 'out of the money', they are expected to lapse without being
exercised.

 

 

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 / Tomisin Ibikunle
 Jonathan Paterson - Investor Relations                        Tel: +1 475 477 9401

 Jonathan.paterson@harbor-access.com

 

Notes to Editors

 

Challenger Energy is an Atlantic-margin focused energy company, with
production, development, appraisal, and exploration assets in the region.
Challenger's primary assets are located in Uruguay, where the Company holds
two high impact 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/)

 

ENDS

 

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