REG - Challenger Energy - Recommended All Share Offer for Challenger Energy
Thu 07:00
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RNS Number : 6672C Challenger Energy Group PLC 09 October 2025
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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW SINTANA SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN
THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 October 2025
RECOMMENDED ALL SHARE OFFER
for
Challenger Energy Group PLC ("Challenger")
by
Sintana Energy Inc. ("Sintana")
to be effected by means of a Court-sanctioned scheme of arrangement
under Part IV (sections 152 to 154) of the Isle of Man Companies Act 1931
Summary
· The board of directors of each of Sintana and
Challenger are pleased to announce that they have reached agreement on the
terms of a recommended all share offer pursuant to which Sintana will acquire
the entire issued and to be issued ordinary share capital of Challenger (the
"Acquisition"). The Acquisition is intended to be effected by means of a
scheme of arrangement under Part IV (sections 152 to 154) of the Isle of Man
Companies Act 1931.
· Under the terms of the Acquisition, Challenger
Shareholders shall be entitled to receive:
for each Challenger Share: 0.4705 New Sintana Shares
· Under the terms of the Acquisition, Challenger
Shareholders will, in aggregate, receive approximately 126,732,056 New Sintana
Shares. Immediately following completion of the Acquisition, it is expected
that Challenger Shareholders will own approximately 25 per cent. of the issued
share capital of the Combined Group (based on the existing issued common share
capital of Sintana and the fully diluted ordinary share capital of Challenger
as at 8 October 2025 (being the latest practicable date prior to the date of
this announcement (the "Latest Practicable Date")).
· Based upon the Closing Price of C$0.66 for each Sintana
Share and the £/C$ exchange rate of 1.87 as at the Latest Practicable Date,
the Acquisition represents an implied value of 16.61 pence per Challenger
Share (approximately C$0.31 per Challenger Share), valuing the entire issued
and to be issued share capital of Challenger at approximately £45 million
(approximately C$84 million) on a fully diluted basis.
· The terms of the Acquisition represent a premium of
approximately:
o 44 per cent. to the Closing Price of 11.50 pence per each Challenger Share
on the Latest Practicable Date;
o 97 per cent. to the volume weighted average price of 8.41 pence per each
Challenger Share for the three-month period ended on the Latest Practicable
Date; and
o 96 per cent. to the volume weighted average price of 8.48 pence per each
Challenger Share for the six-month period ended on the Latest Practicable
Date.
· The board of directors of each of Sintana and
Challenger are also pleased to note that, in total, Challenger Shareholders
(including those Independent Challenger Directors who hold Challenger Shares)
representing 34.20 per cent. of Challenger's issued ordinary share capital as
at the Latest Practicable Date are supportive of the Acquisition and have each
entered into irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General Meeting.
· Sintana intends to seek for the Sintana Shares
(including the New Sintana Shares) to be admitted to trading on AIM as close
as practicable to the Scheme becoming Effective, in addition to continuing to
trade on the TSXV in Canada and the OTCQX in the United States. Consequently,
it is intended that Challenger Shareholders will be able to hold New Sintana
Shares which will be quoted on, and trade them via, AIM.
Strategic rationale for the Acquisition
Sintana is a TSXV-quoted oil and gas exploration company with a primary
portfolio of assets in Namibia, including a 4.9% indirect interest in the
Mopane discoveries (PEL 83), which were announced in 2024 by the operator,
Galp, as well as indirect interests in four other Namibian offshore blocks and
one Namibian onshore block. Sintana has also entered into a heads of terms
which provides for the acquisition of a 5% indirect interest in KON-16 in
Angola's Kwanza Basin and Sintana has a legacy holding in an exploration
licence in Colombia. Sintana is also quoted on the OTCQX exchange in the USA.
Challenger is an AIM-quoted oil and gas exploration company focused on
offshore Uruguay, holding interests in two blocks: AREA OFF-1 (40% working
interest, Chevron holds a 60% working interest and is the operator) and AREA
OFF-3 (100% working interest and operator). Challenger is the only "junior"
with a significant offshore position in Uruguay and the broader region, and
also holds legacy assets in The Bahamas. Challenger is also quoted on of OTCQB
exchange in the USA.
The Boards of Sintana and Challenger believe that a combination of the two
companies will create an Atlantic-margin focussed oil and gas exploration
"champion", which will benefit from:
· a diversified portfolio of high-impact assets in multiple
jurisdictions and basins;
· complementary technical, operational, financial and risk
management strategies; and
· increased scale which will enhance opportunities to deploy
combined expertise in oil and gas projects, attract increased investor
interest, and generate returns to shareholders.
Recommendation
· The Independent Challenger Directors, who have been so
advised by Gneiss as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing its advice to
the Independent Challenger Directors, Gneiss has taken into account the
commercial assessments of the Independent Challenger Directors. Gneiss is
providing independent financial advice to the Independent Challenger Directors
for the purposes of Rule 3 of the Code.
· As required by, and solely for the purposes of, Rule
16.1 of the Code, Gneiss has (in its capacity as independent adviser to
Challenger for the purposes of Rule 3 of the Code) advised the Independent
Challenger Directors that the terms of the Loan Agreement are on market terms
and are fair and reasonable as far as the independent Challenger Shareholders
are concerned.
· Accordingly, the Independent Challenger Directors
intend to recommend unanimously that Challenger Shareholders vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting as the Independent Challenger Directors have irrevocably
undertaken to do in respect of their own beneficial holdings of 18,077,719
Challenger Shares representing, in aggregate, approximately 7.25 per cent. of
the ordinary share capital of Challenger in issue on the Latest Practicable
Date.
Irrevocable undertakings
· As noted above, Sintana has received irrevocable
undertakings from each of the Independent Challenger Directors who hold
Challenger Shares to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a total of
18,077,719 Challenger Shares, representing approximately 7.25 per cent. of the
existing issued ordinary share capital of Challenger on the Latest Practicable
Date.
· In addition, Sintana has received irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting from Challenger Shareholders
in respect of a total of 67,189,951 Challenger Shares representing, in
aggregate, approximately 26.95 per cent. of Challenger's existing issued
ordinary share capital on the Latest Practicable Date.
· Sintana has therefore received irrevocable undertakings
in respect of a total of 85,267,670 Challenger Shares representing, in
aggregate, approximately 34.20 per cent. of Challenger's ordinary share
capital in issue on the Latest Practicable Date.
Sintana AIM admission
· As part of the Acquisition, Sintana intends to seek
admission of the Sintana Shares (including the New Sintana Shares) to trading
on AIM in Q4 2025 (the "Dual Listing"). Sintana will now commence the process
of obtaining such admission, including the publication of an admission
document. Obtaining the Dual Listing is not a condition to the Scheme.
Timetable and Conditions
· It is intended that the Acquisition will be implemented
by way of a scheme of arrangement between Challenger and Challenger
Shareholders under Part IV (sections 152 to 154) of the Companies Act although
Sintana reserves the right to implement the Acquisition by way of a Takeover
Offer, subject to obtaining the Panel's consent, the terms of the Cooperation
Agreement and compliance with the Code.
· The Acquisition is conditional upon, amongst other
things, the approval of the requisite majority of Challenger Shareholders at
the Court Meeting and at the General Meeting. In order to become Effective,
the Scheme must be approved by a majority in number of the Scheme Shareholders
present and voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares held by those
Scheme Shareholders present and voting. In addition, a special resolution
implementing the Scheme must be passed by Challenger Shareholders representing
at least 75 per cent. of votes cast at the General Meeting. Following the
Court Meeting, the Scheme must also be sanctioned by the Court. Following
this, an office copy of the Court Order must be delivered to the Companies
Registry for registration, and upon the registration of the office copy of the
Court Order, the Scheme will become Effective.
· The Acquisition is also subject to the Conditions and
terms set out in Appendix I to this announcement, including, amongst other
things:
o the receipt of conditional approval of the Acquisition by the TSXV;
o the receipt of conditional approval of Admission by the TSXV, if
applicable;
o ANCAP having provided its written consent to the Acquisition under the
terms of the ANCAP Licences, in a form and subject to conditions (if any) that
are reasonably satisfactory to ANCAP; and
o an exempt transaction notice having been made and accepted (or otherwise
not objected to) by Chevron under the terms of the Chevron JOA.
· Given the material importance of Challenger's assets in
the context of the Acquisition, and the ANCAP Consent in that regard,
Challenger Shareholders should be aware that, if the ANCAP Condition is not
satisfied, it would be Sintana's intention to seek the Panel's consent to
invoke the ANCAP Condition to cause the Acquisition to lapse.
· Subject to the satisfaction or (where applicable)
waiver of the Conditions, the Acquisition is expected to become Effective
before the end of Q4 2025.
· The Scheme Document, containing further information about
the Acquisition and the Scheme and notices of the Court Meeting and the
General Meeting, will be distributed to Challenger Shareholders (along with
the Forms of Proxy for use in connection with the Court Meeting and the
General Meeting) as soon as reasonably practicable and within 28 days of this
announcement. The Scheme Document will also be made available by Challenger on
its website at https://www.cegplc.com/documents-disclaimer/.
Commenting on the Acquisition, Iain McKendrick, Chairman of Challenger, said:
This recommended merger fulfils all the strategic intentions of Challenger,
creating an entity with a diversified and very high-graded portfolio, and
which will be a springboard to further excellent returns for both sets of
shareholders.
Commenting on the Acquisition, Robert Bose, Chief Executive Officer and
Director of Sintana, said:
The combination of Sintana and Challenger delivers on our long-term strategy
to create and execute on a portfolio of exposures to high-impact exploration
opportunities. Expanding our aperture to capture the promise of the Atlantic
margin from Namibia and Angola to Uruguay with a diversified portfolio of
development and exploration assets creates a market leader positioned to
deliver significant success.
This summary should be read in conjunction with the full text of this
announcement. The Acquisition shall be subject to the Conditions and further
terms set out in Appendix I to this announcement and to the full terms and
conditions which shall be set out in the Scheme Document. Appendix II to this
announcement contains the sources of information and bases of calculations of
certain information contained in this announcement, Appendix III contains a
summary of the irrevocable undertakings received in relation to this
Acquisition and Appendix IV contains definitions of certain expressions used
in this summary and in this announcement.
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 and the person
responsible for making this announcement on behalf of Sintana is Robert Bose,
Chief Executive Officer.
Investor presentation
An investor presentation covering the Acquisition will be made available on
each of Challenger's and Sintana's websites later today.
Enquiries:
Sintana
Robert Bose, Chief Executive Officer +1 212 201 4125
Cavendish Capital Markets Limited (Financial Adviser to Sintana)
Neil McDonald and Henrik Persson +44 (0)20 3493 8000
Pareto Securities (Financial Adviser to Sintana)
Sigurd-Erik Nissen-Meyer and Bjørn Herbern Sestøl +47 920 47 303
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
In connection with the Acquisition, Pinsent Masons LLP is acting as UK legal
adviser to Sintana and Fogler Rubinoff LLP is acting as Canadian legal adviser
to Sintana. Clyde & Co LLP is acting as UK legal adviser to Challenger,
and SW Legal Limited is acting as Isle of Man legal adviser to Challenger.
Important notices
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA (FRN: 467766) in the United Kingdom, is acting as joint
financial adviser exclusively for Sintana 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 Sintana for providing the protections
afforded to clients of Cavendish, nor for providing advice in relation to any
matter referred to herein.
Pareto Securities AS ("Pareto"), which is a Norwegian investment firm
supervised by the Norwegian Financial Supervisory Authority (Finanstilsynet)
is acting as joint financial adviser exclusively for Sintana 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 for anyone other than Sintana for
providing the protections afforded to clients of Pareto, nor for providing
advice in relation to any matter referred to herein.
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.
The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) which, together with the Forms of Proxy (or
forms of acceptance, if applicable), shall contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the resolutions proposed in connection with the Acquisition. Any vote,
approval, decision in respect of, or other response to, the Acquisition should
be made only on the basis of the information contained in the Scheme Document
(or if the Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document).
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement has been prepared for the purpose of complying with English
law and Isle of Man law, the Code, the AIM Rules, the Market Abuse Regulation
and the Disclosure Guidance and Transparency Rules, and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England and Wales or the Isle of Man. The Acquisition will be subject
to the applicable requirements of the Code, the Panel, the London Stock
Exchange, the TSXV and the Financial Conduct Authority.
Challenger will prepare the Scheme Document to be distributed to Challenger
Shareholders. The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which, together
with the Forms of Proxy, will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Challenger Shareholders are advised to read the Scheme Document (including the
related Forms of Proxy) (and/or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document) carefully once
these become available because they will contain important information in
relation to the Acquisition, the New Sintana Shares and the Combined Group.
Any vote in respect of resolutions to be proposed at the General Meeting, and
any decision in respect of the Scheme or other response in relation to the
Acquisition by Challenger Shareholders should be made only on the basis of the
information contained in the Scheme Document (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document).
This announcement contains inside information in relation to each of
Challenger and Sintana for the purposes of Article 7 of the Market Abuse
Regulation. The person responsible for making this announcement on behalf of
Challenger is Eytan Uliel, Chief Executive Officer and the person responsible
for making this announcement on behalf of Sintana is Robert Bose, Chief
Executive Officer.
This announcement does not constitute a prospectus or prospectus exempted
document. The New Sintana Shares are not being offered to the public by means
of this announcement.
Sintana reserves the right to elect (with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Takeover Offer will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, subject
to appropriate amendments to reflect the change in structure by which the
Acquisition is to be implemented and compliance with all applicable laws.
Overseas shareholders
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom or the Isle of Man may be
restricted by the laws and/or regulations of those jurisdictions. Persons into
whose possession this announcement comes who are not resident in the United
Kingdom or the Isle of Man or who are subject to the laws and/or regulations
of any jurisdiction other than the United Kingdom or the Isle of Man should
inform themselves of, and observe, any such applicable laws and/or regulations
in their jurisdiction. In particular, the ability of persons who are not
resident in the United Kingdom or Isle of Man to vote their Challenger Shares
with respect to the Scheme at the Court Meeting or the resolution(s) at the
General Meeting, or to appoint another person as proxy to vote at the Court
Meeting or the General Meeting on their behalf, may be affected by the laws of
the relevant jurisdiction in which they are located. Further details in
relation to Overseas Shareholders will be contained in the Scheme Document.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent permitted
by applicable law, the companies and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Sintana or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by a Takeover
Offer (unless otherwise permitted by applicable law or regulation), the
Takeover Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a national
state or other securities exchange, of any Restricted Jurisdiction and the
Takeover Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from or within any Restricted Jurisdiction.
The availability of the Acquisition to Challenger Shareholders who are not
resident in the United Kingdom or the Isle of Man may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or the Isle of Man should inform themselves of,
and observe, any applicable requirements.
The New Sintana Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, for the
account or benefit of, any Restricted Overseas Persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
Additional Information for Challenger Shareholders Resident in the United
States
Challenger Shareholders resident in the United States should note that the
Acquisition relates to the shares of an Isle of Man company and is being made
by means of a scheme of arrangement provided for under, and governed by, the
law of the Isle of Man. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"). Accordingly, the Scheme is subject to the disclosure and
procedural requirements and practices applicable to schemes of arrangement
involving a target company incorporated in the Isle of Man admitted to trading
on AIM, which differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, Sintana exercises the
right to implement the Acquisition by way of a Takeover Offer and determines
to extend the Takeover Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Any such Takeover Offer would be made in the United States by Sintana and no
one else.
Financial information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting standards
applicable in the Isle of Man, the United Kingdom, and Canada and thus may not
be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
The New Sintana Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States absent registration under the US Securities Act, or pursuant to
an exemption from such registration requirements and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. It is expected that the New Sintana Shares will be issued in reliance
upon the exemption from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. Securities issued pursuant to the Scheme
will not be registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state. Shareholders
who will be "affiliates" (within the meaning of the US Securities Act) of
Challenger or Sintana prior to, or of Sintana after, the Effective Date will
be subject to certain US transfer restrictions relating to the New Sintana
Shares received pursuant to the Scheme. For the purpose of qualifying for the
exemption provided by Section 3(a)(10) of the US Securities Act, Sintana will
advise the Court that its sanctioning of the Scheme will be relied on by
Sintana for the purposes of a Section 3(a)(10) exemption following a hearing
on the fairness of the terms and conditions of the Scheme to Challenger
Shareholders at which all Challenger Shareholders are entitled to appear in
person or through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification is given to all Challenger
Shareholders.
Sintana and Challenger are each organised and located in a non-US jurisdiction
and some or all of their officers and directors may be residents of a non-US
jurisdiction. It may therefore be difficult for holders of Challenger Shares
located in the United States to enforce their rights and any claim arising out
of US securities law. It may not be possible to sue Sintana and Challenger (or
their officers and directors) in a non-US court for violations of US
securities laws. Furthermore, it may be difficult to compel Sintana and
Challenger and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The receipt of New Sintana Shares by shareholders of Challenger in the United
States as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local income, franchise
or transfer, as well as foreign and other, tax laws. Each Challenger
Shareholder (including holders located in the United States) is urged to
consult its independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them.
In accordance with normal UK practice and to the extent permitted under Rule
14e-5(b) of the US Exchange Act, Sintana, certain affiliated companies and
their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Challenger Shares outside
of the United States, other than pursuant to the Acquisition, until the
Effective Date, or until the Acquisition lapses or is otherwise withdrawn. If
such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including Isle of Man law,
English law, the Code and the US Exchange Act. Any information about such
purchases will be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at https://www.londonstockexchange.com/.
This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities
commission of any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
Additional Information for Challenger Shareholders Resident in Canada
Challenger Shareholders resident in Canada should note that the Acquisition
relates to the shares of an Isle of Man company and is being made by means of
a scheme of arrangement provided for under, and governed by, the law of the
Isle of Man. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under
Canadian securities law. Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable to schemes of arrangement involving a
target company incorporated in the Isle of Man admitted to trading on AIM,
which differ from the disclosure requirements of Canadian securities laws. If,
in the future, Sintana exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the Takeover Offer into Canada,
the Acquisition will be made in compliance with applicable Canadian securities
laws or pursuant to an exemption therefrom.
This announcement contains references to certain financial measures, including
some that do not have any standardised meaning prescribed by IFRS and that may
not be comparable to similar measures presented by other companies or
entities. These financial measures include funds flow from operations. See
page 7 of Sintana's 2024 consolidated financial statements & management
discussion and analysis dated 29 April 2025 for detailed reconciliations of
non-IFRS financial measures.
The enforcement by Challenger Shareholders in Canada of civil liabilities
under the Canadian securities laws may be affected adversely by the fact that
Challenger is incorporated or organised under the laws of a jurisdiction other
than Canada, that some or all of Challenger's and Sintana's officers and
directors may be residents of countries other than Canada, and that all or a
substantial portion of the assets of Sintana and Challenger are located
outside Canada. It may therefore be difficult for holders of Challenger Shares
located in Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Challenger, or the
officers and directors of Sintana and Challenger, in a non-Canadian court for
violations of Canadian securities laws. Furthermore, it may be difficult to
compel Challenger and its affiliates to subject themselves to the jurisdiction
or judgment of a Canadian court.
Challenger Shareholders residing in Canada should be aware that the
Acquisition described in the Scheme Document may have tax consequences in
Canada and should consult their own tax advisors to determine the particular
tax consequences to them of the Acquisition in light of their particular
circumstances, as well as any tax consequences that may arise under the laws
of any other relevant foreign, state, local or other taxing jurisdiction.
In accordance with normal UK practice, Sintana, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Challenger Shares, other
than pursuant to the Acquisition, until the Effective Date, or until the
Acquisition lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law including Isle of Man law, English law and the
Code. Any information about such purchases will be disclosed as required in
the UK, will be reported to the Regulatory News Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
https://www.londonstockexchange.com/.
This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in Canada. Any offers, solicitations or
offers to buy, or any sales of securities will be made in accordance with
registration and other requirements under applicable law.
No securities commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this announcement or the
merits of the securities described herein, and any representation to the
contrary is an offence.
Forward looking statements
The information provided in this announcement contains certain forward-looking
statements and information (collectively, "forward-looking statements") within
the meaning of applicable securities laws. Such forward-looking statements
include, without limitation, forecasts, estimates, expectations and objectives
for future operations that are subject to assumptions, risks and
uncertainties, many of which are beyond the control of Sintana or Challenger.
Forward-looking statements are predictive in nature, depend upon or refer to
future events or conditions, or include words such as "expect", "plan",
"anticipate", "believe", "intend", "maintain", "continue to", "pursue",
"design", "result in", "sustain" "estimate", "potential", "growth",
"near-term", "long-term", "forecast", "contingent" and similar expressions, or
are events or conditions that "will", "would", "may", "could" or "should"
occur or be achieved. The forward-looking statements contained in this
announcement speak only as of the date hereof and are expressly qualified by
this cautionary statement.
Forward-looking statements are based upon, among other things, factors,
expectations and assumptions that Sintana and Challenger have made as at the
date of this announcement regarding, among other things: the satisfaction of
the conditions to closing of the Acquisition in a timely manner, if at all,
including the receipt of all necessary approvals; and that the Acquisition
will comply with all applicable requirements of the Code, the Panel, the
London Stock Exchange, the TSXV and the Financial Conduct Authority.
Undue reliance should not be placed on the forward-looking statements because
no assurance can be given that they will prove to be correct. Since
forward-looking statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. These risks include, but
are not limited to: the completion and timing of the Acquisition; the ability
of Sintana and Challenger to receive, in a timely manner, the necessary
regulatory, Court, shareholder, stock exchange and other third-party approvals
and to satisfy the other conditions to closing of the Acquisition; the ability
of the parties to complete the Acquisition on the terms contemplated by
Sintana and Challenger or at all; consequences of not completing the
Acquisition, including the volatility of the share prices of Sintana and
Challenger, negative reactions from the investment community, and the required
payment of certain costs related to the termination of the Acquisition; and
the focus of management's time and attention on the Acquisition and other
disruptions arising from the Acquisition.
Except as may be required by applicable securities laws, neither Sintana nor
Challenger assume any obligation or intent to update publicly or revise any
forward-looking statements made herein, whether as a result of new
information, future events or otherwise.
TSXV Disclaimer and Listing Matters
Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information contained
herein.
Sintana will apply to list the New Sintana Shares issuable in connection with
the Acquisition on the TSXV. Such listing will be subject to Sintana
fulfilling all of the listing requirements of the TSXV.
No profit forecasts, profit estimates or quantified financial benefit
statement
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Sintana or Challenger, as appropriate, for the current
or future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Sintana or Challenger, as
appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Challenger Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Challenger may be
provided to Sintana during the offer period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Sintana's and Challenger's websites at
https://sintanaenergy.com/investor/business-combination-disclosure/ and
https://www.cegplc.com/documents-disclaimer/
(https://www.cegplc.com/documents-disclaimer/) respectively by no later than
12 noon (London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.
Challenger Shareholders and persons with information rights may request a hard
copy of this announcement by: (i) contacting Challenger's Registrar, MUFG
Corporate Markets (Isle of Man) Limited, during business hours on 0371 664
0300 if calling from the United Kingdom, or +44 (0)371 664 0300 if calling
from outside the United Kingdom (lines are open from 9.00 a.m. to 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales)); or (ii)
by submitting a request in writing to MUFG Corporate Markets (Isle of Man)
Limited, PO Box 227, Peveril Buildings, Peveril Square, Douglas, Isle of Man
IM99 1RZ. Calls are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Please note that MUFG Corporate Markets cannot provide any
financial, legal or tax advice. Calls may be recorded and monitored for
security and training purposes.
Challenger Shareholders and persons with information rights may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be sent to them in hard copy form, again by
writing to the address set out above or by calling the telephone number above.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, Challenger confirms that as at the
date of this announcement, it has in issue and admitted to trading on the AIM
market of the London Stock Exchange 249,312,660 ordinary shares of 1p each.
Challenger does not hold any ordinary shares in treasury. Accordingly, the
total number of voting rights in Challenger is 249,312,660. The International
Securities Identification Number (ISIN) of the ordinary shares is
IM00BPLZ1D89.
In accordance with Rule 2.9 of the Code, Sintana confirms that, as at the date
of this announcement, it has in issue and admitted to listing on TSXV
380,125,545 common shares. The International Securities Identification Number
(ISIN) of the common shares is CA82938H1073.
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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW SINTANA SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN
THE SCHEME DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 October 2025
RECOMMENDED ALL SHARE OFFER
for
Challenger Energy Group PLC ("Challenger")
by
Sintana Energy Inc. ("Sintana")
to be effected by means of a Court-sanctioned scheme of arrangement
under Part IV (sections 152 to 154) of the Isle of Man Companies Act 1931
1 Introduction
The board of directors of each of Sintana and Challenger are pleased to
announce that they have reached agreement on the terms of a recommended all
share offer pursuant to which Sintana will acquire the entire issued and to be
issued ordinary share capital of Challenger (the "Acquisition"). The
Acquisition is intended to be effected by means of a scheme of arrangement
under Part IV (sections 152 to 154) of the Isle of Man Companies Act 1931.
2 The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this announcement and to be set out
in the Scheme Document, Challenger Shareholders will be entitled to receive:
for each Challenger Share: 0.4705 New Sintana Shares
Under the terms of the Acquisition, Challenger Shareholders will, in
aggregate, receive approximately 126,732,056 New Sintana Shares. Immediately
following completion of the Acquisition, it is expected that Challenger
Shareholders will own approximately 25 per cent. of the issued share capital
of the Combined Group (based on the existing issued common share capital of
Sintana and the fully diluted ordinary share capital of Challenger as at 8
October 2025 (being the latest practicable date prior to the date of this
announcement (the "Latest Practicable Date")).
Based upon the Closing Price of C$0.66 for each Sintana Share and the £/C$
exchange rate of 1.87 as at the Latest Practicable Date, the Acquisition
represents an implied value of 16.61 pence per Challenger Share (approximately
C$0.31 per Challenger Share), valuing the entire issued and to be issued share
capital of Challenger at approximately £45 million (approximately C$84
million) on a fully diluted basis.
The terms of the Acquisition represent a premium of approximately:
o 44 per cent. to the Closing Price of 11.50 pence per each Challenger Share
on the Latest Practicable Date;
o 97 per cent. to the volume weighted average price of 8.41 pence per each
Challenger Share for the three-month period ended on the Latest Practicable
Date; and
o 96 per cent. to the volume weighted average price of 8.48 pence per each
Challenger Share for the six-month period ended on the Latest Practicable
Date.
If, on or after the date of this announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value is declared, made
or paid, or becomes payable by Challenger, the Consideration shall be reduced
accordingly. In such circumstances, Challenger Shareholders shall be entitled
to retain any such dividend, distribution, or other return of value declared,
made, or paid.
It is expected that the Scheme Document containing further information about
the Acquisition and the Scheme, and notices of the Court Meeting and the
General Meeting, will be published as soon as reasonably practicable and, in
any event, within 28 days of this announcement, unless Sintana and Challenger
otherwise agree, and the Panel consents, to a later date. It is expected that
the Court Meeting and the General Meeting shall be held in November 2025 and
that, subject to the satisfaction or (where relevant) waiver of the
Conditions, the Scheme shall become Effective before the end of Q4 2025.
Sintana intends to apply for the Sintana Shares (including the New Sintana
Shares) to be admitted to trading on AIM as close as practicable to the Scheme
becoming Effective, in addition to continuing to trade on the TSXV in Canada
and the OTCQX in the United States. Consequently, it is intended that
Challenger Shareholders will be able to hold New Sintana Shares which will be
quoted on, and trade them via, AIM.
3 Background to and reasons for the Acquisition
Sintana is a TSXV-quoted company with a portfolio of indirect interests in
high-impact exploration and development assets located predominantly on the
West African side of the Atlantic margin. Sintana is also quoted on the OTCQX
exchange in the USA. In Namibia, Sintana has a prospective portfolio
consisting of interests in six licences, including a 4.9% indirect interest in
PEL 83, where the Mopane discoveries were announced in 2024 by Galp, the
operator of that licence, as well as indirect interests in four other offshore
blocks, two of which are operated by Chevron, and one onshore block. Sintana
has also formed a strategic partnership with Corcel, an AIM-listed oil and gas
exploration company, focused initially on opportunities in Angola, in respect
of which Sintana and Corcel have entered into heads of terms which provides
for Sintana's acquisition of an indirect 5% net interest in the KON-16 block
located in the onshore Kwanza Basin in Angola, and Sintana has a legacy
holding in an exploration licence in Colombia.
Challenger is an AIM-quoted oil and gas exploration company with a focus on
Atlantic margin exploration assets. Challenger is also quoted on the OTCQB
exchange in the USA. Challenger's area of focus is exploration activity
offshore Uruguay, where Challenger has an interest in two blocks: AREA OFF-1
(40% working interest, Chevron holds a 60% working interest and is the
operator) and AREA OFF-3 (100% working interest and operator). Combined, these
represent a total licence holding of approximately 27,800 km(2) (net to
Challenger approximately 19,000 km(2)), making Challenger one of the largest
offshore acreage holders in Uruguay, and the only "junior" with a position in
offshore Uruguay and the broader offshore region (including northern Argentina
and southern Brazil). Additionally, Challenger has legacy assets in The
Bahamas.
Atlantic-margin exploration "champion"
The Boards of Sintana and Challenger believe that a combination of the two
companies will create an Atlantic-margin focussed oil and gas exploration
"champion", with a portfolio of high-impact assets in multiple jurisdictions
and basins. The Boards consider that the Acquisition will result in the
combination of complementary assets and technical, operational, financial and
risk management strategies.
In particular, the Combined Group will have exposure to high impact offshore
exploration and development assets in both Namibia and Uruguay. Both of these
jurisdictions are considered to be global "hot spots", where significant
exploration activity, including seismic campaigns and well drilling, is
expected to continue over the next 24 months.
Moreover, the Boards of Sintana and Challenger believe the Combined Group will
have the footprint, technical capabilities and scale to further grow and
deploy its combined expertise in oil and gas projects around the Atlantic
margin, and in so doing, attract increased interest from investors to the
larger, broader, and more diversified portfolio of assets that the merged
entity would represent.
High quality partners and carried positions
In Namibia, Sintana holds interests in licences in partnership with operators
including Chevron, Galp, Pancontinental and NAMCOR, the National Oil Company
of Namibia. Sintana's strategy is to structure interests and capitalise on
opportunities that see it carried through near-term exploration, appraisal and
development by experienced, international operators, thereby providing
shareholders with exposure to projects and prospects with limited short-term
capital required from Sintana. Sintana benefits from limited carried interests
in four of its five offshore licences, including on PEL 83 where the Mopane
discoveries have been made.
In Uruguay, Challenger completed the farmout of a 60% working interest and
operatorship in AREA OFF-1 to Chevron in October 2024. As part of this
farmout, Challenger (i) retained a 40% working interest; (ii) received a cash
payment of US$12.5 million; (iii) is carried for 100% of Challenger's share of
the costs associated with a planned 3D seismic campaign up to a maximum total
programme cost of US$37.5 million (up to US$15 million net to Challenger); and
(iv) following the 3D seismic campaign, should Chevron decide to drill an
initial exploration well on AREA OFF-1, Chevron will carry 50% of Challenger's
share of costs associated with that well, up to a maximum total well cost of
US$100 million (up to US$20 million net to Challenger).
Exposure to complementary exploration potential
For Challenger Shareholders, the Acquisition provides an opportunity to gain
exposure to Sintana's portfolio of exploration and development assets in
Namibia, including Sintana's interest in the Mopane discoveries. Similarly,
for Sintana Shareholders, the Acquisition provides an opportunity to gain
exposure to Challenger's high impact exploration assets in Uruguay.
A combined business with a complementary asset base and diversified risk
profile
Sintana has established a leading exploration and development portfolio in
Namibia, and has entered into heads of terms to acquire an initial foothold in
Angola. Likewise, in Uruguay, Challenger has established a position in two
high-impact assets. In the case of both Sintana and Challenger, partnerships
with leading industry players have been established, and significant
value-creating activities are likely in the coming 24 months.
Given the complementary asset base and skill sets of both Sintana and
Challenger, the Boards of Sintana and Challenger consider that a business with
a broader, regional portfolio, as would be the case with the Combined Group,
would both diversify risk and be inherently larger and more attractive to
longer-term institutional investors, thus providing a number of benefits to
all shareholders in terms of enhanced market size, liquidity, access to
capital, and ultimately opportunities to generate significant returns.
Additionally, the Boards of Sintana and Challenger believe a combination of
the two companies provides an opportunity to drive operating efficiencies by
eliminating duplicate costs (such as listing fees, advisory fees, and so
forth).
In summary, the Boards of Sintana and Challenger believe the Acquisition
offers a strong fit in terms of asset overlap and technical, operational and
financial / risk diversification profiles. The Boards of Sintana and
Challenger believe each of Sintana and Challenger will be strengthened by the
Acquisition and that the value of the Combined Group will be greater than the
sum of its parts.
4 Background to and reasons for the recommendation
The combination of Challenger and Sintana is expected to create a leading
exploration platform spanning the Southern Atlantic conjugate margin. The
combined portfolio would offer high-impact exposure to two of the world's
currently most active and emerging hydrocarbon exploration geographies with a
diversified portfolio of licences at various levels of maturity, underpinned
by partnerships with majors that provide significant financial and operational
support to reach material milestones. Specific highlights include:
Material expansion in portfolio, business scope and diversification
· Interests in eight licences in two countries, Namibia and Uruguay
(as well as legacy assets in The Bahamas and Colombia), providing diversified
exposure to a range of geologic plays, basins, operators, regulators and
geopolitical regimes.
· A portfolio anchored by an interest in the discoveries at Mopane
together with an expanded horizon of additional high-impact exploration
catalysts.
· A combined Board and management team with deep sector expertise
and commercial capabilities, offering genuine competitive advantage.
Material expansion in scale and funding efficiency
· Sintana's market capitalisation following completion of the
Acquisition could, subject to market conditions, be in the region of US$240
million (based on the existing issued common share capital of Sintana, the
fully diluted ordinary share capital of Challenger, the Consideration and
Sintana's Closing Price as at 8 October 2025 (being the Latest Practicable
Date before the date of this announcement)), creating a scaled, differentiated
player in the "small-cap" exploration space.
· A larger, more diversified entity with significant carry support
on key licences, immediate cash resources in excess of US$10 million, and an
improved capacity to access funding as and when required or opportune, to
fully prosecute the existing portfolio and grow the business.
Significant enhancement of potential realisation opportunities through
monetisation or sale
· The combined portfolio provides exposure to highly prospective
discoveries and exploration prospects. The resulting ability to potentially
realise multiple value uplifts from prospect to discovery via monetisation
(including sales of key assets) significantly enhances the opportunities for
shareholder returns.
Strong strategic fit
· The Boards of Sintana and Challenger consider that the
Acquisition offers a strong fit in terms of asset overlap and technical,
operational and financial / risk diversification profiles. Given the
complementary asset base and skill sets of both Sintana and Challenger, the
Boards of Sintana and Challenger consider that a business with a broader,
regional portfolio, as would be the case with a combined entity, would both
diversify risk and be inherently larger and more attractive to longer-term
institutional investors, thus providing a number of benefits to all
shareholders in terms of enhanced market size, liquidity, and access to
capital from multiple sources, including via equity capital and debt markets.
Significant premium
· The Acquisition provides Challenger Shareholders with a
significant premium of approximately 97 per cent. to the volume weighted
average price of 8.41 pence per each Challenger Share in the three-month
period ended on the Latest Practicable Date with material upside potential
through ownership of the Combined Group.
5 Recommendation
The Independent Challenger Directors, who have been so advised by Gneiss as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing its advice to the Independent
Challenger Directors, Gneiss has taken into account the commercial assessments
of the Independent Challenger Directors. Gneiss is providing independent
financial advice to the Independent Challenger Directors for the purposes of
Rule 3 of the Code.
As required by, and solely for the purposes of, Rule 16.1 of the Code, Gneiss
has (in its capacity as independent adviser to Challenger for the purposes of
Rule 3 of the Code) advised the Independent Challenger Directors that the
terms of the Loan Agreement are on market terms and fair and reasonable as far
the independent Challenger Shareholders are concerned.
Accordingly, for the reasons set out above, the Independent Challenger
Directors intend to recommend unanimously that Challenger Shareholders vote in
favour of the Scheme at the Court Meeting and the resolutions to be proposed
at the General Meeting (or, in the event that the Acquisition is implemented
by way of a Takeover Offer, to accept or procure acceptance of the Takeover
Offer) as the Independent Challenger Directors have irrevocably undertaken to
do in respect of their own beneficial holdings of 18,077,719 Challenger Shares
representing, in aggregate, approximately 7.25 per cent. of the existing
issued ordinary share capital of Challenger in issue on the Latest Practicable
Date.
Robert Bose, a non-executive director of Challenger, is the Chief Executive
Officer, a director and shareholder in Sintana and is also the managing member
of Charlestown, which is a shareholder in both Sintana and Challenger and is
therefore not considered by Challenger to be independent for the purposes of
the Acquisition. As a result, Robert Bose has not been treated as an
Independent Challenger Director and has not participated in the consideration
of the Acquisition by the Independent Challenger Directors or the decision of
the Independent Challenger Directors to recommend the Scheme.
6 Irrevocable undertakings
As noted above, Sintana has received irrevocable undertakings from each of the
Independent Challenger Directors who hold Challenger Shares to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure acceptance of the Takeover Offer),
in respect of a total of 18,077,719 Challenger Shares, representing
approximately 7.25 per cent. of the existing issued ordinary share capital of
Challenger on the Latest Practicable Date.
In addition, Sintana has received irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure acceptance of the Takeover Offer)
from Challenger Shareholders in respect of a total of 67,189,951 Challenger
Shares representing, in aggregate, approximately 26.95 per cent. of
Challenger's existing issued ordinary share capital on the Latest Practicable
Date.
Sintana has therefore received irrevocable undertakings in respect of a total
of 85,267,670 Challenger Shares representing, in aggregate, approximately
34.20 per cent. of Challenger's existing issued ordinary share capital in
issue on the Latest Practicable Date.
7 Information on Sintana
Sintana is a Canadian-based company primarily focused on the acquisition,
exploration and potential development of hydrocarbon resources in highly
prospective geographies that have significant unconventional and conventional
resource potential. Sintana's shares are traded on TSXV and on the OTCQX in
the United States. The following is a brief summary of key aspects of
Sintana's assets, operations and business. Additional information is available
on Sintana's website: www.sintanaenergy.com.
Sintana has built a diversified asset portfolio of interests in exploration
and development projects currently comprised of five large, highly prospective
petroleum exploration licences ("PELs") in the Orange and Walvis Basins,
offshore Namibia, one PEL in the Waterberg Basin, onshore Namibia, and the
VMM-37 licence in the Middle Magdalena Basin, onshore Colombia. In May 2025,
Sintana also entered into a heads of terms with Corcel which provides for the
acquisition of a 5% indirect interest in the KON-16 licence in the onshore
Kwanza Basin in Angola.
Recent major offshore discoveries by Galp (Mopane), TotalEnergies (Venus),
Shell (Graff/Jonker) and Rhino have accelerated exploration activities in the
Orange and Walvis Basins, with one of Sintana's Orange Basin blocks also
adjacent to the Kudu Gas Field currently being further explored and developed
by BW Energy and the onshore Waterberg Basin near ReconAfrica, which is also
exploring a multi-billion barrel oil opportunity.
Sintana's assets in Namibia consist of indirect interests which include (i) a
15% limited carried interest in PEL 87 (in respect of which Sintana's interest
is 7.35%); (ii) a 10% limited carried interest in each of PELs 82, 83 and 90
(in respect of each of which Sintana's interest is 4.9%); (iii) a 30% interest
in Apprentice (in respect of which Sintana's interest is 14.7%) which, in
turn, holds a 90% interest in onshore PEL 103; and (iv) a 33% interest in PEL
79 (in respect of which Sintana's interest is 16.17%)
In addition, Sintana holds a 25% participation interest in the unconventional
resources (carried) and a 100% participation interest in the conventional
resources in the 43,158 acres/175 km(2) property known as the VMM-37 block
located in the Middle Magdalena Valley Basin, Colombia ("VMM-37"), and, in May
2025, Sintana also entered into a heads of terms with Corcel which provides
for the acquisition of a 5% indirect interest in one block in the Kwanza Basin
in Angola.
PEL 83 - Orange Basin, offshore Namibia (4.9% indirect interest, Galp
operator)
Sintana holds a carried interest in the PEL 83 licence (Blocks 2813A/2814B)
which is located in the northern Orange sub-basin approximately 150 km off the
south-west coast of Namibia offshore. The Barremian Aptian source rock (Kudu
shale) is mature and believed to be within the oil mature window across PEL
83.
In November of 2023, Galp spudded the Mopane-1X well and in January 2024 Galp
announced the discoveries at AVO-1 and AVO-2 both significant columns of light
oil in reservoirs of high-quality sands. In March 2024, Galp reported several
discoveries at the Mopane-2X location - the AVO-1 appraisal target, AVO-3
exploration target and a deeper target were fully cored and logged. The AVO-1
appraisal target found the same pressure regime as in the Mopane-1X discovery
well located approximately 8 km to the east, confirming its lateral extension.
In April 2024, Galp successfully completed drill stem testing (DST)
operations at the Mopane-1X well and reported that the reservoirs' log
measures contain good porosities, high pressures and high permeabilities in
large hydrocarbon columns. Fluid samples present very low oil viscosity and
contain minimum CO(2) and no H(2)S concentrations.
Late in 2024, the Mopane-1A, an AVO-1 appraisal well was drilled, cored and
logged, the well encountered light oil and gas-condensate. The Mopane-2A well
successfully appraised and extended the AVO-3 reservoir and the AVO-4
discovery, a column of light oil in a deeper reservoir. Galp subsequently
completed drilling the Mopane-3X exploration well to the south-east and
announced light oil discoveries in two stacked prospects, AVO-10 and AVO-13
plus a deeper target.
PEL 79 - Orange Basin, offshore Namibia (16.17% indirect interest, NAMCOR
operator)
Sintana holds an indirect interest in PEL 79 (Blocks 2815/2915) which is
located in the northern Orange sub-basin off the south-west coast of Namibia.
Adjacent to the west is PEL 3, home to the Kudu Gas Field, discovered by the
drilling of the Kudu-1 well in 1974 and delineated by seven subsequent wells.
During 2023, BW Energy acquired 4,600 km(2) of 3D seismic across all of PEL 3
aimed at further developing the oil prospectivity on the block. BW Energy is
currently drilling the Kharas exploration/appraisal well, with expected
completion in late Q4 2025 or early Q1 2026.
The Barremian Aptian source rock (Kudu shale) is mature and believed to be
within the oil mature window across PEL 79. The initial interpretation of the
block led to the identification of three potential targets. These targets have
been identified at three stratigraphic levels; Upper Cretaceous deltaics and
Lower Cretaceous deltaics; as the block is adjacent to the Kudu Field there is
also potential for the extension of the Kudu trend in this block. The Syn-rift
graben clastics play establishes a working petroleum system in the non-marine
part of the syn-rift succession. The 2815/15-1 well, drilled by Chevron had
gas shows. It also validated the succession of shale intercalated with thin
fluvial deltaic sandstones.
In April of 2024, Galp successfully completed the first phase of the Mopane
exploration campaign with the conclusion of the Mopane-1X well testing
operations. In early 2025, Galp completed the second phase by drilling the
Mopane-1A and -2A appraisal wells further defining the primary discoveries,
this was followed by an 18 km step-out well the Mopane-3X which resulted in
several new discoveries. The Mopane discoveries further underscore the
exploration potential for PEL 79.
PEL 82 - Walvis Basin, offshore Namibia (4.9% indirect interest, Chevron
operator)
Sintana holds a carried interest in the PEL 82 licence (Blocks 2112B/2212A)
which is located offshore in the Walvis Basin area known as the North West
Shelf, one of the most prolific gas provinces in the world.
Oil was recovered from the Wingat-1 well drilled by HRT (now PetroRio) in 2013
that is located in the block. The Murombe-1 well, drilled in the same licence
as Wingat-1, intersected a mature oil-prone source in the Aptian sequence.
The acquisition of a 3,440 km(2) 3D seismic survey in PEL 82 resulted in the
delineation of a number of significant prospects consisting of Lower
Cretaceous submarine fans that are stratigraphically trapped.
Recent drilling in the Namibian offshore has proven the presence of an Aptian
Type II source rock with >3% Total Organic Carbon as intersected in the
Murombe-1 and Wingat-1 wells in the Walvis Basin.
Chevron is currently evaluating the prospect inventory and is planning to
initiate an exploration drilling programme in 2026.
PEL 87 - Orange Basin, offshore Namibia (7.35% indirect interest,
Pancontinental operator)
Sintana holds a carried interest in PEL 87 (Block 2713) which is located
offshore in the Orange Basin and to the northwest of the Kudu Gas Field.
Seismic conducted covers more than 1,400 km(2) of 3D and regional grid of 2D
seismic ties to other blocks and key wells. The Moosehead-1 drilled by HRT in
2013 encountered a thick Barremian carbonates source rock section and thick
shale seal section, but lacked maturity and porosity at well location. PEL 87
contains the Saturn turbidite complex that spans more than 2,400 km(2) and
has significant oil potential. The Aptian/Albian age fan rests directly on
top of source rocks and contains several sand members within the 280m gross
section.
A 6,593 km(2) 3D seismic acquisition programme over and around PEL 87 was
completed in May 2023 at an estimated cost of US$40 million.
PEL 90 - Orange Basin, offshore Namibia (4.9% indirect interest, Chevron
operator)
Sintana holds an interest in the PEL 90 licence (Block 2813B) which covers
5,433 km(2) offshore southern Namibia, in the northern Orange Basin, in water
depths between 2,300m and 3,300m.
In October 2022, a Namibian affiliate of Sintana announced the entry into an
agreement with an affiliate of Chevron which provided for the conveyance of an
80% operated working interest in PEL in exchange for a carry on initial
exploration activities including a 6,600 km(2) 3D seismic program and an
initial exploration well. It was further announced in December 2024 that
QatarEnergy had entered into PEL 90 through the acquisition of a 27.5%
participating interest.
In January 2024, it was announced that the Kapana-1X exploration well drilled
by an affiliate of Chevron on behalf of the PEL 90 joint venture did not
encounter commercial hydrocarbons. Operations did return valuable
information on important aspects of the basin and increased confidence in
future operations on PEL 90 which are expected to commence in 2026.
In early 2022, TotalEnergies announced a light oil discovery at Venus-1, with
the well encountering 84 metres of net oil pay in good quality Lower
Cretaceous reservoir. The Venus appraisal programme was followed by the
drilling of the Mangetti-1X well in early 2024 which is located less than 30
km from the southern boundary of PEL 90.
PEL 103 - Waterberg Basin, onshore Namibia (13.23% indirect interest,
Apprentice operator)
Sintana holds a carried interest in the PEL 103 licence (Block 1918B) which is
located in the North-East corner of Namibia, in the Waterberg Basin.
The Waterberg Basin shares similarities in respect to ReconAfrica's Kavango
Basin acreage as confirmed in its first Stratigraphic Test well (6-2).
ReconAfrica's discovery confirmed an active petroleum system with porous and
permeable sediments containing marine hydrocarbons. PEL 103 located ~55 km to
the south-west of ReconAfrica contains Permian sediments that are expected to
hold similar hydrocarbons.
Thick Permian Karoo Supergroup sediments are present which provide a
favourable setting for hydrocarbon exploration. Waterberg Basin geology has
coal and shales, 19 million tons of coal reserves were indicated within the
vicinity of PEL 103 (Block 1918B). Permian source rocks are expected as well
as several reservoir intervals from Permian to Triassic. Conventional targets
are expected to have favourable timing of the matured source rocks. A small
portion of the Basin has been drilled to date and more untested sub-basins are
likely to exist.
KON-16 - Kwanza Basin, Angola (5% potential indirect interest, Corcel
operator)
Sintana has entered into a heads of terms with Corcel which provides for the
acquisition of a participation interest in the KON-16 licence which is located
in the Central coast of Angola, in the Kwanza Basin.
Angola's onshore oil and gas sector, particularly in the Kwanza Basin, is
gaining renewed attention as the government seeks to diversify exploration and
production beyond its mature offshore fields. The Kwanza Basin, which
stretches along the central-western coast of Angola, holds significant
hydrocarbon potential. Historically under explored compared to the prolific
offshore deepwater blocks, the basin is now a focal point of efforts to
revitalise the country's upstream sector.
Recent licensing rounds and regulatory reforms have opened the door for both
international oil companies and local players to participate in onshore
exploration and production, bringing new investments and technological
capabilities to the region.
VMM-37 - Middle Magdalena Basin, Colombia (25% direct interest in
unconventional, 100% direct interest in conventional)
The VMM-37 block (43,158 gross acres/ 175 km(2)) provides Sintana with a
strategic position in the Middle Magdalena play with exposure to significant
unconventional resource potential. The Middle Magdalena is the oldest
producing basin in Colombia, dating back to the 1918 discovery of the giant La
Cira-Infantas field complex (900 million barrels). Historically, only the
Tertiary section (conventional reservoirs) has been systematically explored.
Approximately two billion barrels of oil have been produced in the basin over
the last century.
In November 2012, Sintana announced that a subsidiary had entered into an
agreement with an affiliate of ExxonMobil corporation that provided for a
conveyance of a 70% operated working interest in the unconventional horizons
associated with VMM-37 in exchange for, among other things, an upfront cash
payment and a commitment to fund 100% certain exploration and appraisal
activities including the drilling of exploration wells. In late 2015, Sintana
announced that the Manati Blanco-1 exploration well located on VMM-37 was
successfully drilled and cased through multiple unconventional tight crude oil
formations to a measured depth of 14,345 feet. The well confirmed
approximately 2,600 feet of gross pay in the La Luna formations which is
similar to the Eagle Ford Shale found in Texas.
Financial Information
As indicated in Sintana's interim consolidated financial statements for the
period to 30 June 2025, published on 28 August 2025, Sintana's total cash and
cash equivalents position as at 30 June 2025 was C$15,297,087. Sintana derives
no income from operations. As noted in the half-year report, Sintana estimates
that its cash balance is adequate to carry on the business activities for the
next 24 months, based on Sintana's current interests and currently anticipated
expenditures during such period.
8 Information on Challenger
Challenger is an oil and gas exploration company, with a focus on Atlantic
margin exploration assets. Challenger's shares are traded on AIM and on the
OTCQB Venture Market in the United States. The following is a brief summary of
key aspects of Challenger's assets, operations and business. Additional
information is available on Challenger's website: www.cegplc.com.
(http://www.cegplc.com/)
Challenger's area of focus is exploration activity offshore Uruguay, where
Challenger has an interest in two blocks: AREA OFF-1 (40% working interest,
Chevron holds a 60% working interest and is the operator) and AREA OFF-3 (100%
working interest and operator). Combined, these represent a total licence
holding of approximately 27,800 km(2) (net to Challenger approximately 19,000
km(2)), making Challenger one of the largest offshore acreage holders in
Uruguay and the only "junior" with a position in offshore Uruguay and the
broader offshore region (including northern Argentina and southern Brazil).
Conjugate margin discoveries offshore in southern West Africa have led to
considerable interest in the exploration potential offshore Uruguay. The data
and improved technical understanding provided from recent discoveries in the
Orange Basin, offshore Namibia, have accelerated licencing, seismic
acquisition, and drilling across the region of Uruguay, northern Argentina and
southern Brazil. Notably, the discoveries and activities offshore Namibia have
significantly enhanced confidence in the presence of a potentially prolific
new petroleum system offshore Uruguay, including in Challenger's blocks.
Currently, the entire available offshore acreage in Uruguay has been licenced.
Aside from the two blocks in which Challenger holds an interest, all other
offshore Uruguayan blocks and proximate blocks in southern Brazil and northern
Argentina are held by supermajors, national oil companies and much larger
industry participants. This highlights the growing strategic interest in the
region, with sizeable collective work programmes planned over the next few
years.
AREA OFF-1 (40% working interest, Chevron 60% working interest and operator)
AREA OFF-1 is a large block covering approximately 14,557 km(2) and located
approximately 100 - 150 km offshore Uruguay in relatively shallow water depth
(50 to 800 metres). Challenger was the first company to bid in the new
Uruguay Open Round in May 2020, and in June 2020, was awarded AREA OFF-1. The
licence contract was signed in May 2022, with the initial four-year
exploration period commencing on 25 August 2022. In late 2022, in view of
growing industry interest in Uruguay's offshore, Challenger made a decision to
accelerate and expand the work required to be completed on AREA OFF-1 during
the first four-year exploration period. In doing so, three material prospects
with significant resource potential were identified and delineated. These
prospects were named Teru Teru, Anapero and Lenteja.
On 6 March 2024, following a formal process, Challenger entered into a farmout
agreement with a subsidiary of Chevron for the AREA OFF-1 block. On 29 October
2024, following obtaining of the required approvals from the Uruguayan
regulatory authorities, the farmout took legal effect. The key terms of the
farmout agreement are (i) Chevron acquired a 60% participating interest in the
AREA OFF-1 block, and assumed operatorship, (ii) Challenger retained a 40%
non-operating interest in the block, (iii) upon completion, Challenger
received a cash payment of US$12.5 million from Chevron, (iv) Chevron will
carry 100% of Challenger's share of the costs associated with the 3D seismic
campaign on the AREA OFF-1 block, up to a maximum total programme cost of
US$37.5 million (up to US$15 million net to Challenger), and (v) following the
3D seismic campaign, should Chevron decide to drill an initial exploration
well on AREA OFF-1, Chevron will carry 50% of Challenger's share of costs
associated with that well, up to a maximum total well cost of US$100 million
(up to US$20 million net to Challenger).
As at the current date, issuance of the prerequisite environmental permits for
the proposed 3D seismic acquisition campaign over AREA OFF-1 is pending from
the Uruguayan Ministry of Environment. Challenger expects the necessary
permits will be issued to allow for seismic acquisition on AREA OFF-1 to start
in late Q4 2025 or early Q1 2026. In anticipation of permits being issued,
various operators are already in discussions with seismic companies for
planned surveys across the Uruguay offshore region. The goal is to sequence
the 3D seismic programme timing based on weather, acquisition parameters and
integrated operations seeking incident-free and efficient acquisition
campaigns. The parties associated with AREA OFF-1 (operator Chevron and
Challenger) are working collaboratively in this process along with ANCAP.
AREA OFF-3 (100% working interest and operator)
AREA OFF-3 is a large block covering an area of 13,252 km(2) and located
approximately 75 to 150 km offshore Uruguay in relatively shallow water depths
(25 to 1,000 metres). Challenger bid for the block in May 2023 and was awarded
the licence in June 2023. Subsequently, the licence contract was signed on 7
March 2024, with the initial four-year exploration period commencing on 7 June
2024. Challenger holds a 100% working interest in and is the operator of the
block.
The licence for AREA OFF-3 provides for a modest work commitment in the
initial four-year exploration period, comprising of reprocessing 1,250 km(2)
of legacy 3D seismic data and undertaking two geotechnical studies. There is
no drilling obligation in the initial four-year exploration period. However,
similar to AREA OFF-1, Challenger's plan during the initial four-year
exploration period is to accelerate and expand the technical work programme.
The first phase of Challenger's technical work programme for the AREA OFF-3
block has been completed, consisting principally of reprocessing,
interpretation and mapping of 1,250 km(2) of 3D seismic data, supplemented by
a number of ancillary technical work streams. That technical work programme
identified and delineated two primary prospects with material resource
potential, which have been named Benteveo and Amalia.
With the first phase of the technical work programme completed, Challenger has
initiated a formal farmout process for the AREA OFF-3 block, which is ongoing
as of the date of this announcement. It is expected that the initial phase of
this process will see parties invited to undertake technical and commercial
due diligence on the asset, and Challenger will likely be seeking initial
offers by year-end, with a view to selecting a suitable partner during the
first quarter of 2026.
Other Assets
Trinidad and Tobago: Challenger held, until recently, a 100% working interest
in, and was the operator of, three producing fields, all onshore Trinidad. On
18 February 2025, Challenger entered into a transaction for the sale of all of
Challenger's assets, business and operations in Trinidad and Tobago to
Caribbean Rex Limited. That transaction was completed on 29 August 2025. The
sale took the form of a complete exit, such that Challenger has no further
involvement in, or exposure to, operations in that country. Challenger has
thus far received approximately US$750,000 in cash proceeds from the sale,
with a further US$1 million due by the purchaser, on an unconditional basis
and not linked to the achievement of any specific event, in three equal
instalments due at consecutive year ends (US$500,000 on 31 August 2026,
US$250,000 on 31 December 2026, and US$250,000 on 31 December 2027).
The Bahamas: Since 2008, Challenger has held four exploration licences
offshore The Bahamas, which have been renewed through two successive
exploration periods. In the first exploration period Challenger undertook
extensive 3D seismic acquisition on the licences, and in the second
exploration period, the Perserverance-1 exploration well was drilled in the
licence area. The Perseverance-1 well did not result in a commercial
discovery, but Challenger believes that the results of that well validate the
presence of a working petroleum system in The Bahamas, and support
Challenger's view as to the overall prospectivity of the licence area in The
Bahamas. The second exploration period of Challenger's Bahamian licences
expired on 30 June 2021. In March 2021, consistent with the terms of the
licences, Challenger applied to the Government of The Bahamas to renew the
licences for a third exploration period. The Government of The Bahamas has not
yet responded to this application and, given the length of time that has
passed since the application was made, Challenger is presently exploring
alternative means of monetising the value of its historic investment in The
Bahamas, including considering legal remedies available against the Government
of The Bahamas.
Financial Information
As indicated in Challenger's half-year report for the period to 30 June 2025,
published on 3 September 2025, Challenger's cash position as at 30 June 2025
was approximately US$6.6 million, not including US$0.7 million in restricted
cash holdings, and not including US$1.75 million in proceeds due to Challenger
from the sale of its business in Trinidad and Tobago. Following the sale of
the business in Trinidad and Tobago, Challenger has no income-producing
assets. As noted in the half-year report, Challenger's overhead "burn" rate
and future capital needs are such that Challenger expects to be fully funded
for all planned activities for the balance of 2025, all of 2026, and well into
2027, without the need for any additional capital.
9 Strategic plans, management, employees, pensions, research and
development and locations
General strategic plans
As set out in paragraph 3 of this announcement, Sintana believes that the
Acquisition has a compelling strategic rationale. Upon completion, it will
lead to the creation of a Transatlantic, conjugate-margin focussed oil and gas
exploration and development platform with a portfolio of high-impact assets in
multiple jurisdictions and basins. It will enable the Combined Group to build
scale, attract increased institutional investor interest, execute its
strategic plans and ultimately expand its opportunities to deliver significant
value to shareholders.
Prior to this announcement, Sintana has been granted a degree of access to
business information for the purpose of limited and confirmatory due
diligence. This has enabled Sintana to develop a preliminary strategy,
including, but not limited to, identifying strategic opportunities and the
ability to leverage the enhanced technical, operational, financial and risk
diversification profiles of the Combined Group.
Sintana's intent is to manage the Combined Group consistent with its current
strategy, which is focused on generating significant excess returns for
Shareholders and is underpinned by two key pillars, specifically:
- to consistently look for and execute opportunities to maximise the
risk-adjusted value of the assets within its portfolio including, though not
limited to, farmouts, divestments, partnerships or combinations; and
- to identify new opportunities to deploy high-impact capital that has
the potential to deliver significant risk-adjusted returns.
With respect to near term plans for the Challenger portfolio, Sintana intends:
- to continue to manage and operate Challenger's portfolio of assets
in Uruguay alongside its own assets in Namibia and Colombia, and the assets
proposed to be acquired by Sintana in Angola; and
- in managing the Challenger portfolio of assets, operations will
continue as currently managed by Challenger, with the Combined Group seeking
to implement Challenger's existing plans in relation to exploration activities
across the portfolio and the ongoing AREA OFF-3 farmout process, with a view
to maximising the value from Challenger's exploration assets.
Following the Scheme becoming Effective, Sintana intends to conduct, together
with the Challenger management team, a detailed evaluation of the Combined
Group's business, operations and assets (the "Review"), with the Review
expected to conclude within 12 months from the Scheme becoming Effective.
The scope of the Review will include:
- developing a framework of strategic, economic, operational and value
criteria by which existing portfolio assets can be ranked, and alongside which
new investment opportunities that may arise from time to time can be
considered;
- considering appropriate opportunities to maximise the risk-adjusted
value of the Combined Group's existing portfolio of assets, including but not
limited to, the realisation of certain direct or indirect interests in the
portfolio as identified during the course of the Review; and
- seeking an appropriate forward path that would result in achieving
value from Sintana and Challenger's non-core assets in Colombia and The
Bahamas, including through the potential farm-down, sale, or relinquishment of
such assets, whilst noting no assurances can be provided on the ultimate
outcome in this regard.
Board, employees and management
Sintana greatly values the skills and experience of Challenger's Board
members, management and employees and believes that combining Sintana and
Challenger's human capital will be instrumental in delivering the promise and
opportunity of the Combined Group. The proposed combination is expected to
result in expanded career development opportunities for Challenger employees,
as well as broader responsibilities and further opportunities for growth
within the Combined Group.
In relation to the Boards of Sintana and Challenger:
It is intended that, on the Effective Date, Iain McKendrick (the current
Challenger Non-Executive Chairman) and Eytan Uliel (the current Challenger
Chief Executive Officer) will join the Sintana Board. Eytan Uliel will be
appointed as President and Executive Director, reporting to and working
closely with the Chief Executive Officer of Sintana to ensure delivery of the
Combined Group's business strategy and potential, and Iain McKendrick will be
appointed as a non-executive director of Sintana, and will specifically assume
the role of Senior Independent Director. Further, it is intended that after
the Effective Date the new Sintana Board will review opportunities to
strengthen its capabilities and augment its effectiveness including with
respect to independence. Such a review may result in, among other things,
the addition of another independent non-executive director. No candidate
has yet been identified or approached.
It is intended that on the Effective Date, existing Sintana Executive
Chairman, Keith Spickelmier, will transition to the role of Non-Executive
Chairman, existing Sintana non-executive directors, Doug Manner and Knowledge
Katti, will continue in their current roles and existing Sintana non-executive
Directors, Bruno Maruzzo and Dean Gendron, will resign from their positions.
Robert Bose, existing Sintana Chief Executive Officer (and also currently a
Director of Challenger) will continue in his role with Sintana.
Consequently, from the Effective Date, it is intended that the Board of
Sintana will consist of six members, as follows:
- Non-Executive Chairman: Keith Spickelmier
- Non-Executive Director and Senior Independent Director: Iain
McKendrick
- Non-Executive Directors: Doug Manner and Knowledge Katti
- Chief Executive Officer and Executive Director: Robert Bose
- President and Executive Director: Eytan Uliel
The Boards of Sintana and Challenger believe that the Sintana Board from the
Effective Date leverages the combined skills and capabilities of the Sintana
and Challenger boards for the benefit of Combined Group and its shareholders,
and represents a strong combination of experience, independence, and balance
between non-executive and executive directors.
It is intended that after the Effective Date, the Sintana Board will have
typical Board committees for a company of the size and nature of the Combined
Group, including an audit committee, a risk/HSES committee, a technical
committee, and a remuneration and nominations committee. The composition and
charter of each committee will be determined by the Board after the Effective
Date.
Simon Potter and Stephen Bizzell have elected to step down from the board of
Challenger and intend to resign as directors of Challenger on the Effective
date. The directors of Challenger after the Effective Date (when it will be a
wholly-owned subsidiary of Sintana) will be Robert Bose and Eytan Uliel.
In relation to the management and employees of Challenger and Sintana:
Sintana has not entered into any form of arrangement with any of Challenger's
management or employees; however, discussions remain ongoing to ensure the
smooth integration of Sintana and Challenger's businesses, and to combine the
expertise and capabilities of both businesses in what is considered to be the
most efficient and effective manner for the Combined Group moving forward.
Recognising that Challenger's employees will be a key factor in maximising the
opportunities afforded by the Combined Group, Sintana intends that all
employees of Challenger will be retained. As part of the combination, their
responsibilities may be broadened to reflect the requirements and
opportunities of the Combined Group as aforementioned.
It is also intended that, from the Effective Date, Jonathan Gilmore, currently
the Finance Director of Challenger, will assume the role of Chief Financial
Officer of the Combined Group, and that David Cherry, currently the Chief
Operating Officer of Sintana, will cease his employment with the Combined
Group. Doug Manner, currently President of Sintana, will cease his employment
in that capacity with the Combined Group but shall continue on as a
non-executive director of the Sintana Board.
Other than as set out above, Sintana does not expect any material changes in
the conditions of employment or the balance of skills and functions of the
employees and management of the Combined Group, including both existing
Sintana and Challenger employees. It is also intended that the Challenger
Board members joining the Sintana Board and certain members of the ongoing
Challenger management team will, after the Effective Date, be invited to
participate in the Sintana option plan, in such amount and on such terms as
may be determined by the Sintana remuneration and nominations committee.
Locations, branding, fixed assets and research and development
Following the Acquisition, it is intended that the Combined Group will
continue to have its registered office in Alberta, Canada, and its principal
business office in Toronto. Sintana further intends to maintain Challenger's
existing offices in London which will become a principal operating office of
the Combined Group, reflective of the location of the Combined Group's assets.
In addition, Sintana intends to maintain the various registered and field
offices of the Combined Group worldwide, including Challenger's existing
office in the Isle of Man and field office in Uruguay, it being anticipated
that such resources will continue to be utilised post-Acquisition.
Notwithstanding the foregoing, Sintana intends to undertake a review of the
costs associated with all offices with a view to assessing whether operational
savings or efficiencies can be achieved. Except to the extent as provided in
this paragraph, no material changes are expected in respect of the business
locations or the headquarters or headquarters function of the Combined Group
as a consequence of the Acquisition.
Challenger intends, during the interim period, to continue using the
Challenger holding company names in respect of its operations in Uruguay and
The Bahamas.
Owning to the nature of its business, Challenger does not have a research and
development function and accordingly Challenger has no intentions in this
regard. Challenger does not have any material fixed assets and Sintana has no
plans to redeploy the fixed assets of Challenger.
Existing employment rights and pensions
Sintana confirms, and has given assurances to the Challenger Directors, that
following the Scheme becoming Effective, it will safeguard the existing
contractual and statutory employment rights, including pension rights, of the
employees of Challenger in accordance with applicable law.
Sintana does not intend to make any material change to the conditions of
employment or the defined contribution pension arrangements operated by
Challenger in respect of its employees following the Scheme becoming
Effective. Sintana further confirms that it does not intend to make any change
to Challenger's employer contributions in such schemes and the admission of
new members or to the accrual of existing benefits for existing members.
Cancellation of the admission to trading on AIM and desire to seek a Dual
Listing
Challenger shares are currently admitted to trading on AIM. It is intended
that, prior to the Effective Date, applications will be made by Challenger for
the cancellation of Challenger shares on AIM.
As part of the Acquisition, as set out in Paragraph 16 below, Sintana intends
to seek admission of the Sintana Shares to trading on AIM. Such admission is
expected to include the New Sintana Shares proposed to be issued to Challenger
Shareholders in connection with the Acquisition.
No post-offer undertakings
No statements in this paragraph 9 are "post-offer" undertakings for the
purpose of Rule 19.5 of the Code.
10 Loan Agreement
As noted above, Sintana has entered into a loan agreement with Charlestown, a
shareholder in Sintana and Challenger, pursuant to which Charlestown has
agreed to provide Sintana with a working capital facility of US$4 million (the
"Facility") from the Effective Date. The Facility has not been drawn, and is
intended to operate as a "stand-by" source of funding, affording access to
additional capital to support working capital needs as and when may be
required by Sintana. Any drawdown would be solely at the election of Sintana,
and the Facility can be terminated by Sintana at any time by giving not less
than 20 Business Days' prior written notice to Charlestown. The terms of the
Facility will be described in more detail in the Scheme Document.
The provision of the Facility under the terms of the Loan Agreement is
conditional upon the receipt of approval of the Loan Agreement by the TSXV. In
the event, that the conditions are not satisfied then the Loan Agreement will
terminate in accordance with its terms. Charlestown is interested in
Challenger Shares.
In connection with Rule 16.1 of the Code, Gneiss (in its capacity as
independent adviser to Challenger for the purposes of Rule 3 of the Code) has
reviewed the terms of the Loan Agreement together with other information
deemed relevant and advised Challenger that, in its opinion, the terms of the
Loan Agreement, including the arrangement fee and the availability fee payable
to Charlestown, are on market terms and are fair and reasonable as far as
independent Challenger Shareholders are concerned.
11 Challenger Share Plan
The Acquisition will affect holders of outstanding Challenger Options granted
under the Challenger Share Plan. Appropriate Rule 15 Proposals will be made to
the holders of Challenger Options. Further details of these arrangements will
be communicated to the holders of the Challenger Options in due course.
The "see through" value of each Challenger Option will be calculated by
reference to the value of the Challenger Shares comprised within the relevant
Challenger Option (as determined by reference to the exchange ratio), subject
to the deduction of the relevant exercise price per Challenger Option.
12 Dividends
If, on or after the date of this announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value is declared, made
or paid, or becomes payable by Challenger, the Consideration shall be reduced
accordingly. In such circumstances, Challenger Shareholders shall be entitled
to retain any such dividend, distribution, or other return of value declared,
made, or paid.
13 Offer-related arrangements
Confidentiality Agreement
Sintana and Challenger have entered into a mutual confidentiality agreement
dated 24 July 2025 pursuant to which each of Sintana and Challenger have
undertaken, amongst other things, to: (i) keep confidential information
relating to the Acquisition and the other party and not to disclose it any
person other than an authorised recipient (unless disclosed with prior written
consent or required by law or regulation); and (ii) use the confidential
information for the sole purpose of discussing the potential Acquisition.
Cooperation Agreement
Sintana and Challenger have entered into the Cooperation Agreement, pursuant
to which (among other things):
· Sintana and Challenger have entered into certain customary
commitments to provide information and assistance to the other for the
purposes of assisting with the satisfaction of the ANCAP Consent as soon as
reasonably practicable and, in any event, to enable the Acquisition to
complete before the Long-stop Date;
· Sintana has agreed to use all reasonable efforts to ensure that
certain documentation required for the purposes of the Dual Listing is
published in accordance with the timetable agreed between the parties;
· Challenger has agreed to provide Sintana with certain information
as may be reasonably requested and which is required for the purpose of
inclusion in the documentation required for the purposes of the Dual Listing
and to otherwise provide all other assistance and access as may be required
for the preparation of such documentation and the Dual Listing;
· Sintana will use reasonable endeavours to cause the New Sintana
Shares to be issued to Challenger Shareholders pursuant to the Acquisition and
to be listed on the TSXV and admitted to trading on AIM as soon as practicable
after the Effective Date and in any event by no later than 14 days following
the Effective Date;
· Sintana has agreed to provide Challenger with certain information
as may be reasonably requested and is required for the Scheme Document and to
otherwise assist with the preparation of the Scheme Document; and
· Sintana has agreed to maintain indemnity arrangements and
directors' and officers' liability insurance for current and former directors,
officers and employees of the Challenger Group for a period of six years
following the Effective Date.
The Cooperation Agreement records the intentions of Challenger and Sintana to
implement the Acquisition by way of the Scheme, subject to Sintana's right to
switch to a Takeover Offer in certain circumstances. Challenger and Sintana
have agreed to certain customary provisions if the Scheme should switch to a
Takeover Offer.
The Cooperation Agreement also contains certain arrangements that shall apply
in respect of the Challenger Share Plan and Challenger Warrants.
The Cooperation Agreement shall be terminated with immediate effect:
· if Challenger and Sintana so agree in writing at any time prior
to the Effective Date;
· upon service of written notice by Sintana to Challenger if: (i)
prior to the Long-stop Date, a third party announces a firm intention to make
an offer or revised offer for Challenger which is publicly recommended by the
Challenger Directors; (ii) the Challenger Directors change their
recommendation in certain circumstances; (iii) the Acquisition is being
implemented by way of the Scheme and the Court Meeting, General Meeting and/or
the Court Hearing is not held on or before the 22nd day after the expected
date set out in the Scheme Document (or such later date as agreed between
Challenger and Sintana or, in a competitive situation, specified by Sintana
with the consent of the Panel (and, if required, the approval of the Court));
· upon service of written notice by Challenger to Sintana if: (i)
prior to the Long-stop Date, any Condition has been invoked by Sintana; (ii)
prior to the Long-stop Date, a third party announces a firm intention to make
an offer or revised offer for Challenger which completes, becomes effective or
is declared or becomes unconditional; (iii) the Challenger Directors change
their recommendation in certain circumstances; or (iv) the Acquisition is
withdrawn, terminates or lapses on or prior to the Long-stop Date other than:
(a) as a result of Sintana's right to switch to a Takeover Offer; or (b) if
it is otherwise to be followed within five Business Days by a Rule 2.7
announcement made by Sintana of a different offer or scheme on substantially
the same or improved terms;
· the Scheme is not approved by the requisite majority of Scheme
Shareholders at the Court Meeting or the resolutions proposed at the General
Meeting are not approved by the requisite majority of Challenger Shareholders
or the Court refuses to sanction the Scheme definitively; or
· on the Long-stop Date if the Effective Date has not occurred by
then, unless otherwise agreed by the parties or required by the Panel.
14 Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between Challenger and Challenger
Shareholders under Part IV (sections 152 to 154) of the Companies Act although
Sintana reserves the right to implement the Acquisition by way of a Takeover
Offer, subject to obtaining the Panel's consent, the terms of the Cooperation
Agreement and compliance with the Code.
A Scheme of Arrangement is a formal arrangement between Challenger and its
shareholders, which is governed by the Companies Act. The Scheme of
Arrangement must be approved both by the Challenger Shareholders and the
Court.
If sanctioned, upon becoming Effective, the Scheme will bind all Challenger
Shareholders (regardless of whether or not they attended or voted at the Court
Meeting or the General Meeting (and if they attended and voted, in what way
they voted)). The purpose of the Scheme is to provide for Sintana to become
the holder of the entire issued ordinary share capital of Challenger. This is
to be achieved by the transfer of the Challenger Shares to Sintana, in
consideration for which the Challenger Shareholders shall receive the New
Sintana Shares on the basis set out in paragraph 2 of this announcement.
The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix I to this announcement and the full terms and conditions
to be set out in the Scheme Document and shall only become Effective, if,
among other things, the following events occur on or before 11.59 p.m. on the
Long-stop Date:
(a) the approval of the Scheme by a majority in number of the Scheme
Shareholders present and voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares held
by those Scheme Shareholders present and voting;
(b) the resolutions required to approve and implement the Scheme being duly
passed by Challenger Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment thereof);
(c) the approval of the Scheme by the Court (with or without modification
but subject to any modification being on terms acceptable to Challenger and
Sintana) and the delivery of an office copy of the Court Order to the
Companies Registry and registration of such Court Order by the Companies
Registry;
(d) the receipt of conditional approval of the Acquisition by the TSXV;
(e) the receipt of conditional approval of Admission by the TSXV, if
applicable;
(f) ANCAP having provided its written consent to the Acquisition under the
terms of the ANCAP Licences in a form and subject to conditions (if any) that
are reasonably satisfactory to ANCAP;
(g) an exempt transaction notice having been made and accepted (or otherwise
not objected to) by Chevron under the terms of the Chevron JOA; and
(h) confirmation having been received by Challenger of the approval by the
Minister responsible for petroleum in the Bahamas and the Exchange Control
Department of the Central Bank of The Bahamas, if required pursuant to section
19 of the Petroleum Act and Petroleum Regulations of The Bahamas.
The Scheme will lapse if:
· the Court Meeting and the General Meeting are not held by the
22nd day after the expected date of such meetings to be set out in the Scheme
Document in due course (or such later date as may be agreed between Sintana
and Challenger);
· the Court Hearing is not held by the 22nd day after the expected
date of such hearing to be set out in the Scheme Document (or such later date
as may be agreed between Sintana and Challenger); or
· the Scheme does not become Effective by no later than 11.59 p.m.
on the Long-stop Date,
provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Court Hearing as set out above may be waived by
Sintana, and the deadline for the Scheme to become Effective may be extended
by agreement between Challenger and Sintana and with the consent of the Panel
and (where relevant) the Court.
Given the material importance of Challenger's assets in the context of the
Acquisition, and the ANCAP Consent in that regard, Challenger Shareholders
should be aware that, if the ANCAP Condition is not satisfied, it would be
Sintana's intention to seek the Panel's consent to invoke the ANCAP Condition
to cause the Acquisition to lapse.
Once the necessary approvals from Challenger Shareholders have been obtained
and the other Conditions have been satisfied or (where applicable) waived, the
Scheme must be sanctioned by the Court. Following this, an office copy of the
Court Order must be delivered to the Companies Registry for registration, and
the Companies Registry must register an office copy of the Court Order upon
which the Scheme will become Effective.
Subject to the satisfaction or (where applicable) waiver of the Conditions,
the Acquisition is expected to become Effective before the end of Q4 2025.
It is not expected that the Acquisition will require the approval of the
shareholders of Sintana.
Upon the Scheme becoming Effective, it will be binding on all Challenger
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document which shall be
distributed to Challenger Shareholders (along with the Forms of Proxy for use
in connection with the Court Meeting and the General Meeting) in due course.
15 Challenger Warrants
The Acquisition will affect holders of the Challenger Warrants. Appropriate
Rule 15 Proposals will be made to the holders of the Challenger Warrants, and
each Challenger Warrant shall be treated in accordance with the rules
applicable to it. Further details of these arrangements will be communicated
to the holders of Challenger Warrants in due course.
The "see through" value of each Challenger Warrant will be calculated by
reference to the value of the Challenger Shares comprised within the relevant
Challenger Warrant (as determined by reference to the exchange ratio), subject
to the deduction of the relevant exercise price per Challenger Warrant.
16 Listing of New Sintana Shares and De-listing of Challenger Shares
Application will be made to the TSXV for Admission of the New Sintana Shares.
It is expected that Admission will become effective and dealings for normal
settlement in the New Sintana Shares will commence at or shortly after 8.00
a.m. on the Business Day following the Effective Date.
Prior to the Scheme becoming Effective, application will be made by Challenger
for the cancellation of trading of the Challenger Shares on the AIM market of
the London Stock Exchange, in each case to take effect on or shortly after the
Effective Date. The last day of dealings in Challenger Shares is expected to
be the Business Day immediately prior to the Effective Date and no transfers
shall be registered after 6.00 p.m. on that date.
On the Effective Date, Challenger will become a wholly-owned subsidiary of
Sintana and share certificates in respect of Challenger Shares shall cease to
be valid and entitlements to Challenger Shares held within the CREST system
shall be cancelled.
17 Sintana AIM admission
As part of the Acquisition, Sintana intends to seek admission of the Sintana
Shares (including the New Sintana Shares) to trading on AIM as soon as
practicable after the Effective Date. Sintana will now commence the process of
obtaining such admission, including the publication of an admission document.
Obtaining the Dual Listing is not a condition to the Scheme.
18 Disclosure of Interests in Challenger
Save in respect of the irrevocable undertakings referred to in paragraph 6
above, and Robert Bose's interests referred to below, as at the close of
business on the Latest Practicable Date neither Sintana, nor any of its
directors, nor, so far as Sintana is aware, any person acting in concert
(within the meaning of the Code) with it has neither:
(i) any interest in or right to subscribe for any relevant
securities of Challenger;
(ii) any short positions in respect of relevant Challenger
Shares (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery;
(iii) any Dealing Arrangement, in relation to Challenger Shares or
in relation to any securities convertible or exchangeable into Challenger
Shares; or
(iv) borrowed or lent any relevant Challenger Shares (including,
for these purposes, any financial collateral arrangements of the kind referred
to in Note 4 on Rule 4.6 of the Code), save for any borrowed shares which had
been either on-lent or sold.
'Interests in securities' for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
shall be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities and 'relevant
securities of Challenger' are Challenger Shares or securities convertible or
exchangeable into Challenger Shares.
Robert Bose has options over 1,480,000 Challenger Shares and is the managing
member of Charlestown which (i) holds 9,000,000 Challenger Shares,
representing 3.61 per cent. of the issued share capital of Challenger and (ii)
holds warrants to subscribe for 2,100,000 Challenger Shares.
It has not been practicable for Sintana to make enquiries of all of its
concert parties in advance of the release of this announcement. Therefore, all
relevant details in respect of Sintana's concert parties shall be included in
the Opening Position Disclosure in accordance with Rule 8.1(a) and Note
2(a)(i) on Rule 8 of the Code.
19 General
Sintana reserves the right to elect (with the consent of the Panel, in
accordance with the terms of the Cooperation Agreement and in compliance with
the Code) to implement the Acquisition by way of a Takeover Offer for the
Challenger Shares as an alternative to the Scheme. In such event, the Takeover
Offer shall be implemented on the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments, including
(without limitation) an acceptance condition set at a level permitted by the
Panel.
The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this announcement are set out in Appendix II to this announcement. A summary
of the irrevocable undertakings given in relation to the Acquisition is
contained in Appendix III to this announcement. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
Challenger Shareholders (along with the Forms of Proxy for use in connection
with the Court Meeting and the General Meeting) in due course. The Scheme
Document and Forms of Proxy shall be made available to all Challenger
Shareholders at no charge to them.
Cavendish, Pareto, Gneiss and Zeus have each given and not withdrawn their
consent to the publication of this announcement with the inclusion herein of
the references to their names in the form and context in which they appear.
20 Documents available on website
Copies of the following documents will be made available on Sintana's and
Challenger's websites at
https://sintanaenergy.com/investor/business-combination-disclosure/
(https://sintanaenergy.com/investor/business-combination-disclosure/) and
https://www.cegplc.com/documents-disclaimer/
(https://www.cegplc.com/documents-disclaimer/) respectively until the
Effective Date:
· this announcement;
· the Confidentiality Agreement referred to in
paragraph 13 above;
· the Cooperation Agreement referred to in paragraph
13 above
· the irrevocable undertakings referred to in
paragraph 6 above and summarised in Appendix III to this announcement;
· the Loan Agreement; and
· the consent letters from Cavendish, Pareto, Gneiss
and Zeus referred to in paragraph 19 above.
The contents of the websites referred to in this announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this announcement.
Enquiries:
Sintana
Robert Bose, Chief Executive Officer +1 212 201 4125
Cavendish Capital Markets Limited (Financial Adviser to Sintana)
Neil McDonald and Henrik Persson +44 (0)20 3493 8000
Pareto Securities (Financial Adviser to Sintana)
Sigurd-Erik Nissen-Meyer and Bjørn Herbern Sestøl +47 920 47 303
Challenger
Eytan Uliel, Chief Executive Officer +44 (0) 1624 647 882
Gneiss Energy Limited (Financial Adviser and Rule 3 Adviser to Challenger)
Jon Fitzpatrick / Paul Weidman / 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
In connection with the Acquisition, Pinsent Masons LLP is acting as UK legal
adviser to Sintana and Fogler Rubinoff LLP is acting as Canadian legal adviser
to Sintana. Clyde & Co LLP is acting as UK legal adviser to Challenger,
and SW Legal Limited is acting as Isle of Man legal adviser to Challenger.
Important notices
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA (FRN: 467766) in the United Kingdom, is acting as joint
financial adviser exclusively for Sintana 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 Sintana for providing the protections
afforded to clients of Cavendish, nor for providing advice in relation to any
matter referred to herein.
Pareto Securities AS ("Pareto"), which is a Norwegian investment firm
supervised by the Norwegian Financial Supervisory Authority (Finanstilsynet)
is acting as joint financial adviser exclusively for Sintana 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 for anyone other than Sintana for
providing the protections afforded to clients of Pareto, nor for providing
advice in relation to any matter referred to herein.
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.
The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) which, together with the Forms of Proxy (or
forms of acceptance, if applicable), shall contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the resolutions proposed in connection with the Acquisition. Any vote,
approval, decision in respect of, or other response to, the Acquisition should
be made only on the basis of the information contained in the Scheme Document
(or if the Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document).
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement has been prepared for the purpose of complying with English
law and Isle of Man law, the Code, the AIM Rules, the Market Abuse Regulation
and the Disclosure Guidance and Transparency Rules, and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside England and Wales or the Isle of Man. The Acquisition will be subject
to the applicable requirements of the Code, the Panel, the London Stock
Exchange, the TSXV and the Financial Conduct Authority.
Challenger will prepare the Scheme Document to be distributed to Challenger
Shareholders. The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which, together
with the Forms of Proxy, will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Challenger Shareholders are advised to read the Scheme Document (including the
related Forms of Proxy) (and/or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document) carefully once
these become available because they will contain important information in
relation to the Acquisition, the New Sintana Shares and the Combined Group.
Any vote in respect of resolutions to be proposed at the General Meeting, and
any decision in respect of the Scheme or other response in relation to the
Acquisition by Challenger Shareholders should be made only on the basis of the
information contained in the Scheme Document (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document).
This announcement contains inside information in relation to each of
Challenger and Sintana for the purposes of Article 7 of the Market Abuse
Regulation. The person responsible for making this announcement on behalf of
Challenger is Eytan Uliel, Chief Executive Officer and the person responsible
for making this announcement on behalf of Sintana is Robert Bose, Chief
Executive Officer.
This announcement does not constitute a prospectus or prospectus exempted
document. The New Sintana Shares are not being offered to the public by means
of this announcement.
Sintana reserves the right to elect (with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Takeover Offer will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, subject
to appropriate amendments to reflect the change in structure by which the
Acquisition is to be implemented and compliance with all applicable laws.
Overseas shareholders
The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom or the Isle of Man may be
restricted by the laws and/or regulations of those jurisdictions. Persons into
whose possession this announcement comes who are not resident in the United
Kingdom or the Isle of Man or who are subject to the laws and/or regulations
of any jurisdiction other than the United Kingdom or the Isle of Man should
inform themselves of, and observe, any such applicable laws and/or regulations
in their jurisdiction. In particular, the ability of persons who are not
resident in the United Kingdom or the Isle of Man to vote their Challenger
Shares with respect to the Scheme at the Court Meeting or the resolution(s) at
the General Meeting, or to appoint another person as proxy to vote at the
Court Meeting or the General Meeting on their behalf, may be affected by the
laws of the relevant jurisdiction in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdiction. To the fullest extent permitted
by applicable law, the companies and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Sintana or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by a Takeover
Offer (unless otherwise permitted by applicable law or regulation), the
Takeover Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a national
state or other securities exchange, of any Restricted Jurisdiction and the
Takeover Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from or within any Restricted Jurisdiction.
The availability of the Acquisition to Challenger Shareholders who are not
resident in the United Kingdom or the Isle of Man may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or the Isle of Man should inform themselves of,
and observe, any applicable requirements.
The New Sintana Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, for the
account or benefit of, any Restricted Overseas Persons except pursuant to an
applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
Additional Information for Challenger Shareholders Resident in the United
States
Challenger Shareholders resident in the United States should note that the
Acquisition relates to the shares of an Isle of Man company and is being made
by means of a scheme of arrangement provided for under, and governed by, the
law of the Isle of Man. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Securities Exchange Act of 1934, as amended (the "US
Exchange Act"). Accordingly, the Scheme is subject to the disclosure and
procedural requirements and practices applicable to schemes of arrangement
involving a target company incorporated in the Isle of Man admitted to trading
on AIM, which differ from the disclosure requirements of United States tender
offer and proxy solicitation rules. If, in the future, Sintana exercises the
right to implement the Acquisition by way of a Takeover Offer and determines
to extend the Takeover Offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Any such Takeover Offer would be made in the United States by Sintana and no
one else.
Financial information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with accounting standards
applicable in the Isle of Man, United Kingdom, and Canada and thus may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
The New Sintana Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States, and may not be offered or sold in the
United States absent registration under the US Securities Act, or pursuant to
an exemption from such registration requirements and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. It is expected that the New Sintana Shares will be issued in reliance
upon the exemption from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. Securities issued pursuant to the Scheme
will not be registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from the
registration requirements of the securities laws of such state. Shareholders
who will be "affiliates" (within the meaning of the US Securities Act) of
Challenger or Sintana prior to, or of Sintana after, the Effective Date will
be subject to certain US transfer restrictions relating to the New Sintana
Shares received pursuant to the Scheme. For the purpose of qualifying for the
exemption provided by Section 3(a)(10) of the US Securities Act, Sintana will
advise the Court that its sanctioning of the Scheme will be relied on by
Sintana for the purposes of a Section 3(a)(10) exemption following a hearing
on the fairness of the terms and conditions of the Scheme to Challenger
Shareholders at which all Challenger Shareholders are entitled to appear in
person or through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification is given to all Challenger
Shareholders.
Sintana and Challenger are each organised and located in a non-US jurisdiction
and some or all of their officers and directors may be residents of a non-US
jurisdiction. It may therefore be difficult for holders of Challenger Shares
located in the United States to enforce their rights and any claim arising out
of US securities law. It may not be possible to sue Sintana and Challenger (or
their officers and directors) in a non-US court for violations of US
securities laws. Furthermore, it may be difficult to compel Sintana and
Challenger and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The receipt of New Sintana Shares by shareholders of Challenger in the United
States as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local income, franchise
or transfer, as well as foreign and other, tax laws. Each Challenger
Shareholder (including holders located in the United States) is urged to
consult its independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them.
In accordance with normal UK practice and to the extent permitted under Rule
14e-5(b) of the US Exchange Act, Sintana, certain affiliated companies and
their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Challenger Shares outside
of the United States, other than pursuant to the Acquisition, until the
Effective Date, or until the Acquisition lapses or is otherwise withdrawn. If
such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including Isle of Man laws,
English law, the Code and the US Exchange Act. Any information about such
purchases will be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at https://www.londonstockexchange.com/.
This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities
commission of any state of the United States has approved or disapproved the
Acquisition, passed upon the fairness of the Acquisition, or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
Additional Information for Challenger Shareholders Resident in Canada
Challenger Shareholders resident in Canada should note that the Acquisition
relates to the shares of an Isle of Man company and is being made by means of
a scheme of arrangement provided for under, and governed by, the law of the
Isle of Man. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under
Canadian securities law. Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable to schemes of arrangement involving a
target company incorporated in the Isle of Man admitted to trading on AIM,
which differ from the disclosure requirements of Canadian securities laws. If,
in the future, Sintana exercises the right to implement the Acquisition by way
of a Takeover Offer and determines to extend the Takeover Offer into Canada,
the Acquisition will be made in compliance with applicable Canadian securities
laws or pursuant to an exemption therefrom.
This announcement contains references to certain financial measures, including
some that do not have any standardised meaning prescribed by IFRS and that may
not be comparable to similar measures presented by other companies or
entities. These financial measures include funds flow from operations. See
page 7 of Sintana's 2024 consolidated financial statements & management
discussion and analysis dated 29 April 2025 for detailed reconciliations of
non-IFRS financial measures.
The enforcement by Challenger Shareholders in Canada of civil liabilities
under the Canadian securities laws may be affected adversely by the fact that
Challenger is incorporated or organised under the laws of a jurisdiction other
than Canada, that some or all of Challenger's and Sintana's officers and
directors may be residents of countries other than Canada, and that all or a
substantial portion of the assets of Sintana and Challenger are located
outside Canada. It may therefore be difficult for holders of Challenger Shares
located in Canada to enforce their rights and any claim arising out of
Canadian securities law. It may not be possible to sue Challenger, or the
officers and directors of Sintana and Challenger, in a non-Canadian court for
violations of Canadian securities laws. Furthermore, it may be difficult to
compel Challenger and its affiliates to subject themselves to the jurisdiction
or judgment of a Canadian court.
Challenger Shareholders residing in Canada should be aware that the
Acquisition described in the Scheme Document may have tax consequences in
Canada and should consult their own tax advisors to determine the particular
tax consequences to them of the Acquisition in light of their particular
circumstances, as well as any tax consequences that may arise under the laws
of any other relevant foreign, state, local or other taxing jurisdiction.
In accordance with normal UK practice, Sintana, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Challenger Shares, other
than pursuant to the Acquisition, until the Effective Date, or until the
Acquisition lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law including Isle of Man laws, English law and the
Code. Any information about such purchases will be disclosed as required in
the UK, will be reported to the Regulatory News Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
https://www.londonstockexchange.com/.
This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in Canada. Any offers, solicitations or
offers to buy, or any sales of securities will be made in accordance with
registration and other requirements under applicable law.
No securities commission or similar authority of Canada, or any other
jurisdiction, has reviewed or in any way passed upon this announcement or the
merits of the securities described herein, and any representation to the
contrary is an offence.
Forward looking statements
The information provided in this announcement contains certain forward-looking
statements and information (collectively, "forward-looking statements") within
the meaning of applicable securities laws. Such forward-looking statements
include, without limitation, forecasts, estimates, expectations and objectives
for future operations that are subject to assumptions, risks and
uncertainties, many of which are beyond the control of Sintana or Challenger.
Forward-looking statements are predictive in nature, depend upon or refer to
future events or conditions, or include words such as "expect", "plan",
"anticipate", "believe", "intend", "maintain", "continue to", "pursue",
"design", "result in", "sustain" "estimate", "potential", "growth",
"near-term", "long-term", "forecast", "contingent" and similar expressions, or
are events or conditions that "will", "would", "may", "could" or "should"
occur or be achieved. The forward-looking statements contained in this
announcement speak only as of the date hereof and are expressly qualified by
this cautionary statement.
Forward-looking statements are based upon, among other things, factors,
expectations and assumptions that Sintana and Challenger have made as at the
date of this announcement regarding, among other things: the satisfaction of
the conditions to closing of the Acquisition in a timely manner, if at all,
including the receipt of all necessary approvals; and that the Acquisition
will comply with all applicable requirements of the Code, the Panel, the
London Stock Exchange, the TSXV and the Financial Conduct Authority.
Undue reliance should not be placed on the forward-looking statements because
no assurance can be given that they will prove to be correct. Since
forward-looking statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. These risks include, but
are not limited to: the completion and timing of the Acquisition; the ability
of Sintana and Challenger to receive, in a timely manner, the necessary
regulatory, Court, shareholder, stock exchange and other third-party approvals
and to satisfy the other conditions to closing of the Acquisition; the ability
of the parties to complete the Acquisition on the terms contemplated by
Sintana and Challenger or at all; consequences of not completing the
Acquisition, including the volatility of the share prices of Sintana and
Challenger, negative reactions from the investment community, and the required
payment of certain costs related to the termination of the Acquisition; and
the focus of management's time and attention on the Acquisition and other
disruptions arising from the Acquisition.
Except as may be required by applicable securities laws, neither Sintana nor
Challenger assume any obligation or intent to update publicly or revise any
forward-looking statements made herein, whether as a result of new
information, future events or otherwise.
TSXV Disclaimer and Listing Matters
Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this announcement. No stock exchange, securities commission or
other regulatory authority has approved or disapproved the information
contained herein.
Sintana will apply to list the New Sintana Shares issuable in connection with
the Acquisition on the TSXV. Such listing will be subject to Sintana
fulfilling all of the listing requirements of the TSXV.
No profit forecasts, profit estimates or quantified financial benefit
statement
No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for Sintana or Challenger, as appropriate, for the current
or future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Sintana or Challenger, as
appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Challenger Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Challenger may be
provided to Sintana during the offer period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Sintana's and Challenger's websites at
https://sintanaenergy.com/investor/business-combination-disclosure/ and
https://www.cegplc.com/documents-disclaimer/
(https://www.cegplc.com/documents-disclaimer/) respectively by no later than
12 noon (London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.
Challenger Shareholders and persons with information rights may request a hard
copy of this announcement by: (i) contacting Challenger's Registrar, MUFG
Corporate Markets (Isle of Man) Limited, during business hours on 0371 664
0300 if calling from the United Kingdom, or +44 (0)371 664 0300 if calling
from outside the United Kingdom (lines are open from 9.00 a.m. to 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales)); or (ii)
by submitting a request in writing to MUFG Corporate Markets (Isle of Man)
Limited, PO Box 227, Peveril Buildings, Peveril Square, Douglas, Isle of Man
IM99 1RZ. Calls are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Please note that MUFG Corporate Markets cannot provide any
financial, legal or tax advice. Calls may be recorded and monitored for
security and training purposes.
Challenger Shareholders and persons with information rights may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be sent to them in hard copy form, again by
writing to the address set out above or by calling the telephone number above.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, Challenger confirms that as at the
date of this announcement, it has in issue and admitted to trading on the AIM
market of the London Stock Exchange 249,312,660 ordinary shares of 1p each.
Challenger does not hold any ordinary shares in treasury. Accordingly, the
total number of voting rights in Challenger is 249,312,660. The International
Securities Identification Number (ISIN) of the ordinary shares is
IM00BPLZ1D89.
In accordance with Rule 2.9 of the Code, Sintana confirms that, as at the date
of this announcement, it has in issue and admitted to listing on TSXV
380,125,545 common shares. The International Securities Identification Number
(ISIN) of the common shares is CA82938H1073.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition is conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by no later than 11.59 p.m.
on the Long-stop Date.
2 The Scheme shall be subject to the following conditions:
2.1
(i) its approval by a majority in number of the Scheme
Shareholders present and voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares held
by those Scheme Shareholders present and voting; and
(ii) such Court Meeting being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as (A) may be agreed by Sintana and
Challenger or (B), in a competitive situation, as may be specified by Sintana
with the consent of the Panel (and, in each case, with the approval of the
Court, if such approval is required));
2.2
(i) the resolutions required to implement the Scheme being
duly passed by Challenger Shareholders representing 75 per cent. or more of
votes cast at the General Meeting; and
(ii) such General Meeting being held on or before the 22nd
day after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date as (A) may be agreed by Sintana and
Challenger or (B), in a competitive situation, as may be specified by Sintana
with the consent of the Panel (and, in each case, with the approval of the
Court, if such approval is required));
2.3
(i) the sanction of the Scheme by the Court (with or
without modification but subject to any modification being on terms acceptable
to Challenger and Sintana);
(ii) the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date as (A) may be agreed by Sintana and
Challenger or (B), in a competitive situation, as may be specified by Sintana
with the consent of the Panel (and, in each case, with the approval of the
Court, if such approval is required));
(iii) the delivery of an office copy of the Court Order to the
Companies Registry and registration of such Court Order by the Companies
Registry.
In addition, subject as stated in Part B below and to the requirements of the
Panel, the Acquisition shall be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless the following Conditions (as amended if appropriate) have been
satisfied or, where relevant, waived;
Official authorisations and regulatory clearances
3 the receipt of conditional approval of the Acquisition by the
TSXV;
4 the receipt of conditional approval of Admission by the TSXV
(as applicable);
5 ANCAP having provided its written consent to the Acquisition
under the terms of the ANCAP Licences, in a form and subject to conditions (if
any) that are reasonably satisfactory to Sintana;.
6 confirmation having been received by Challenger of the
approval by the Minister responsible for petroleum in the Bahamas and the
Exchange Control Department of the Central Bank of The Bahamas, if required
pursuant to section 19 of the Petroleum Act and Petroleum Regulations of The
Bahamas.
Admission of the New Sintana Shares
7 confirmation having been received by Sintana of the acceptance
by TSXV of the listing of the New Sintana Shares and any other Sintana Shares
issuable in connection with the Acquisition on customary post-closing
conditions;
Sintana shareholder approval
8 confirmation having been received by Sintana of the approval
by a majority of the shareholders of Sintana of the Scheme and the
Acquisition, if required pursuant to Policy 5.3 of the TSXV Corporate Finance
Policies;
Notifications, waiting periods and Authorisations
9
(a) other than in relation to the matters referred to in
Conditions 3, 7 and 8, all material notifications, filings or applications
which are reasonably deemed necessary or appropriate by Sintana having been
made in connection with the Acquisition and all necessary waiting periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all material statutory and regulatory obligations in any
jurisdiction having been complied with in each case in respect of the
Acquisition and all Authorisations reasonably deemed necessary or appropriate
by Sintana in any jurisdiction for or in respect of the Acquisition and the
acquisition or the proposed acquisition of any shares or other securities in,
or control or management of, Challenger or any other member of the Wider
Challenger Group by any member of the Wider Sintana Group having been obtained
in terms and in a form reasonably satisfactory to Sintana from all appropriate
Third Parties or (without prejudice to the generality of the foregoing) from
any person or bodies with whom any member of the Wider Challenger Group or the
Wider Sintana Group has entered into contractual arrangements and all such
Authorisations reasonably deemed necessary or appropriate to carry on the
business of any member of the Wider Challenger Group in any jurisdiction which
are material in the context of the Wider Challenger Group taken as a whole or
in the context of the Acquisition having been obtained and all such
Authorisations remaining in full force and effect at the time at which the
Acquisition becomes otherwise unconditional and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify or not to
renew such Authorisations;
(b) an exempt transaction notice having been made under the terms
of the Chevron JOA and either one of the following having occurred:
(i) such exempt transaction notice having been accepted by
Chevron; or
(ii) within five Business Days from the issuance of the exempt
transaction notice, no objection notice having been issued by Chevron;
(c) other than in relation to the matters referred to in
Conditions 3, 7 and 8, no antitrust regulator or Third Party having given
notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to:
(iii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Sintana Group or by any member of the Wider Challenger Group of all or
any material part of their respective businesses, assets or property or impose
any limitation on the ability of all or any of them to conduct their
businesses (or any part thereof) or to own, control or manage any of their
assets or properties (or any part thereof) which, in any such case, is
material and adverse in the context of the Wider Sintana Group or the Wider
Challenger Group in either case taken as a whole or in the context of the
Acquisition;
(iv) require any member of the Wider Sintana Group or the Wider
Challenger Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider Challenger Group or
any asset owned by any Third Party (other than Scheme Shares in the
implementation of the Acquisition) which is material and adverse in the
context of the Wider Sintana Group or the Wider Challenger Group in either
case taken as a whole or in the context of the Acquisition;
(v) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Sintana Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Challenger or on the
ability of any member of the Wider Challenger Group or any member of the Wider
Sintana Group directly or indirectly to hold or exercise effectively all or
any rights of ownership in respect of shares or other securities (or the
equivalent) in, or to exercise voting or management control over, any member
of the Wider Challenger Group to the extent which, in any such case, is
material in the context of the Wider Sintana Group or the Wider Challenger
Group in either case taken as a whole or in the context of the Acquisition;
(vi) otherwise materially adversely affect any or all of the
business, assets, profits or prospects of any member of the Wider Challenger
Group or any member of the Wider Sintana Group;
(vii) result in any member of the Wider Challenger Group or any
member of the Wider Sintana Group ceasing to be able to carry on business
under any name under which it presently carries on business which is material
and adverse in the context of the Wider Sintana Group or the Wider Challenger
Group in either case taken as whole or in the context of the Acquisition;
(viii) make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Challenger by any member of the Wider Sintana Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly prevent or prohibit, restrict, restrain, or
materially delay or otherwise interfere with the implementation of, or impose
material additional conditions or obligations with respect to, or otherwise
materially challenge, impede, interfere or require material amendment of the
Acquisition or the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Challenger by any member of the
Wider Sintana Group to the extent which, in any such case, is material in the
context of the Wider Sintana Group or the Wider Challenger Group in either
case taken as a whole or in the context of the Acquisition;
(ix) require, prevent or materially delay a divestiture by any
member of the Wider Sintana Group of any shares or other securities (or the
equivalent) in any member of the Wider Challenger Group or any member of the
Wider Sintana Group to the extent which is material in the context of the
Wider Sintana Group or the Wider Challenger Group in either case taken as a
whole or in the context of the Acquisition; or
(x) impose any material limitation on the ability of any member
of the Wider Sintana Group or any member of the Wider Challenger Group to
conduct, integrate or co-ordinate all or any part of its business with all or
any part of the business of any other member of the Wider Sintana Group and/or
the Wider Challenger Group which is material and adverse in the context of the
Wider Sintana Group or the Wider Challenger Group in either case taken as
whole or in the context of the Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any Challenger Shares or otherwise intervene having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
(d) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Challenger Group is a party or by or to which
any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which, as a consequence of the
Acquisition or the acquisition or the proposed acquisition by any member of
the Wider Sintana Group of any shares or other securities (or the equivalent)
in Challenger or because of a change in the control or management of any
member of the Wider Challenger Group or otherwise, could or might reasonably
be expected to result in any of the following, in any case to an extent which
is or would be material and adverse in the context of the Wider Sintana Group
or the Wider Challenger Group in either case taken as a whole or in the
context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the Wider
Challenger Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any material part of the business, property or assets of any
member of the Wider Challenger Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen) having become
enforceable;
(iii) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider Challenger Group being
adversely modified or adversely affected or any obligation or liability
arising or any adverse action being taken or arising thereunder;
(iv) any liability of any member of the Wider Challenger Group to
make any severance, termination, bonus or other payment to any of its
directors, or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider Challenger Group or any member of the Wider Sintana
Group under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider Challenger
Group or any member of the Wider Sintana Group in or with any other person or
body or firm or company (or any arrangement or arrangement relating to any
such interests or business) being or becoming capable of being terminated, or
adversely modified or adversely affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(vi) any member of the Wider Challenger Group ceasing to be able
to carry on business under any name under which it presently carries on
business;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Wider Challenger Group being prejudiced or
adversely affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Challenger Group other than trade
creditors or other liabilities incurred in the ordinary course of business or
in connection with the Acquisition,
and, except as Disclosed, no event having occurred which, under any provision
of any arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Challenger Group is a party or by
or to which any such member or any of its assets are bound, entitled or
subject, would or might reasonably be expected to result in any of the events
or circumstances as are referred to in Conditions 9(d)(i) to (viii) in each
case which is material and adverse in the context of the Wider Sintana Group
or the Wider Challenger Group in either case taken as whole or in the context
of the Acquisition;
Certain events occurring since 31 December 2024
(e) except as Disclosed, no member of the Wider Challenger Group
having since 31 December 2024:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of additional shares
of any class, or securities or securities convertible into, or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such
shares, securities or convertible securities or transferred or sold or agreed
to transfer or sell or authorised or proposed the transfer or sale of
Challenger Shares out of treasury (except, where relevant, as between
Challenger and wholly-owned subsidiaries of Challenger or between the
wholly-owned subsidiaries of Challenger and save for the issue of Challenger
Shares on the exercise of options under the Challenger Share Plan);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid or made by
any wholly-owned subsidiary of Challenger to Challenger or any of its
wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Challenger and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Challenger and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is material in
the context of the Wider Challenger Group taken as a whole;
(iv) except for transactions between Challenger and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of
Challenger, and except for transactions in the ordinary course of business,
disposed of, or transferred, mortgaged or created any security interest over
any asset or any right, title or interest in any material asset or authorised,
proposed or announced any intention to do so to an extent which is material
and adverse in the context of the Wider Sintana Group or the Wider Challenger
Group in either case taken as whole or in the context of the Acquisition;
(v) except for transactions between Challenger and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of
Challenger, issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the terms of
any debentures or become subject to any contingent liability or incurred or
increased any indebtedness which is material in the context of the Wider
Challenger Group as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) except in the ordinary course of business which is
of a long term, unusual or onerous nature or magnitude or which is or which
involves or could reasonably be expected to involve an obligation of a nature
or magnitude which is likely to be materially restrictive on the business of
any member of the Wider Challenger Group which is or could reasonably be
expected to be material in the context of the Wider Challenger Group as a
whole;
(vii) entered into or materially varied the terms of, or made any
offer (which remains open for acceptance) to enter into or vary to a material
extent the terms of any contract, service agreement, commitment or arrangement
with any director;
(viii) proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Challenger Group which
are material in the context of the Wider Challenger Group taken as a whole
(save for salary increases, bonuses or variations of terms in the ordinary
course);
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;
(x) other than with respect to claims between Challenger and its
wholly-owned subsidiaries or between such wholly-owned subsidiaries or in the
ordinary course of business, waived, compromised or settled any claim which is
material in the context of the Wider Challenger Group as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Challenger Group and any other
person in a manner which would or might reasonably be expected to have a
material adverse effect on the financial position of the Wider Challenger
Group taken as a whole;
(xii) except as disclosed on publicly available registers or in
connection with the Acquisition, made any alteration to its memorandum or
articles of association or other incorporation documents (in each case, other
than in connection with the implementation of the Acquisition) which is
material in the context of the Acquisition;
(xiii) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xiv) other than in respect of a member of the Wider Challenger Group
which is dormant and was solvent at the relevant time, taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xv) (except for transactions between Challenger and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries), made,
authorised, proposed or announced an intention to propose any change in its
loan capital other than in the ordinary course of business and, in each case,
to the extent which is material in the context of the Wider Challenger Group
taken as a whole or in the context of the Acquisition;
(xvi) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities (other than the Scheme) which is material in
the context of the Wider Challenger Group taken as a whole or in the context
of the Acquisition;
(xvii) having taken (or agreed or proposed to take) any action which
requires or would require the consent of the Panel or the approval of
Challenger Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code;
(xviii) except in relation to changes made or agreed as a result of, or
arising from, law or changes to law, made or agreed or consented to any change
to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Challenger Group for
its directors, employees or their dependants;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable, thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented to,
to an extent which is in any such case material in the context of the Wider
Challenger Group taken as a whole; or
(xix) entered into any agreement, arrangement, commitment or contract
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition 9((e));
No adverse change, litigation, regulatory enquiry or similar
(f) except as Disclosed, since 31 December 2024 there having
been:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Challenger Group which is
material in the context of the Wider Challenger Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing, announced or
instituted by or against or remaining outstanding against or in respect of,
any member of the Wider Challenger Group or to which any member of the Wider
Challenger Group is or may become a party (whether as claimant, defendant or
otherwise) having been threatened, announced, instituted or remaining
outstanding by, against or in respect of, any member of the Wider Challenger
Group, in each case which might reasonably be expected to have a material
adverse effect on the Wider Challenger Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Challenger Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Challenger
Group, in each case which might reasonably be expected to have a material
adverse effect on the Wider Challenger Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to Sintana or increased other than in the ordinary course of business
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider
Challenger Group to an extent which is material in the context of the Wider
Challenger Group taken as a whole; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Challenger Group which is necessary for the proper carrying on of its business
and the withdrawal, cancellation, termination or modification of which might
reasonably be expected to have a material adverse effect on the Wider
Challenger Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(g) except as Disclosed, Sintana not having discovered that:
(i) any financial, business or other information concerning
the Wider Challenger Group publicly announced prior to the date of this
announcement or disclosed at any time to any member of the Wider Sintana Group
by or on behalf of any member of the Wider Challenger Group prior to the date
of this announcement is misleading, contains a material misrepresentation of
any fact, or omits to state a fact necessary to make that information not
misleading and which was not subsequently corrected before the date of this
announcement by disclosure either publicly or otherwise to Sintana or its
professional advisers and which is material in the context of the Wider
Challenger Group taken as a whole;
(ii) any member of the Wider Challenger Group or any
partnership, company or other entity in which any member of the Wider
Challenger Group has a significant economic interest and which is not a
subsidiary undertaking of Challenger is, otherwise than in the ordinary course
of business, subject to any liability, contingent or otherwise and which is
material and adverse in the context of the Wider Challenger Group taken as a
whole;
(iii) any past or present member of the Wider Challenger Group
has not complied in any material respect with all applicable legislation,
regulations or other requirements of any jurisdiction or any Authorisations
relating to the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
or animal health or otherwise relating to environmental matters or the health
and safety of humans, which non-compliance would be likely to give rise to any
material liability including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Challenger Group in each
case which is material in the context of the Wider Challenger Group taken as a
whole;
(iv) there has been a material disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous substance or
any substance likely to impair the environment (including any property) or
harm human or animal health which (whether or not giving rise to
non-compliance with any law or regulation), would be likely to give rise to
any material liability (whether actual or contingent) on the part of any
member of the Wider Challenger Group which is material in the context of the
Wider Challenger Group taken as a whole;
(v) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) or requirement to make good,
remediate, repair, reinstate or clean up any property, asset or any controlled
waters currently or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Challenger Group (or on
its behalf), or in which any such member may have or previously have had or be
deemed to have had an interest, under any environmental legislation, common
law, regulation, notice, circular, Authorisation or order of any Third Party
in any jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto which is material in the
context of the Wider Challenger Group taken as a whole; or
(vi) circumstances exist (whether as a result of making the
Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting (or whereby any member of the Wider Challenger Group
would be likely to be required to institute), any steps which would in any
such case be reasonably likely to result in any actual or contingent liability
to improve or install new plant or equipment or to make good, repair,
reinstate or clean up any property of any description or any asset now or
previously owned, occupied or made use of by any past or present member of the
Wider Challenger Group (or on its behalf) or by any person for which a member
of the Wider Challenger Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an interest in
any case which is material in the context of the Wider Challenger Group taken
as a whole;
Anti-corruption
(h) except as Disclosed, Sintana not having discovered that:
(i) any member of the Wider Challenger Group or any person
that performs or has performed services for or on behalf of any such company
is or has engaged in any activity, practice or conduct which would constitute
an offence under the UK Bribery Act 2010 or any other applicable
anti-corruption legislation; or
(ii) any member of the Wider Challenger Group has engaged in any
transaction which would cause any member of the Wider Sintana Group to be in
breach of applicable law or regulation upon completion of the Acquisition,
including the economic sanctions of the United States Office of Foreign Assets
Control or HM Treasury, or any government, entity or individual targeted by
any of the economic sanctions of the United Nations, United States or the
European Union or any of its member states;
No criminal property
(i) Sintana not having discovered that any asset of any member
of the Wider Challenger Group constitutes criminal property as defined by
Section 340(3) of the UK Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition).
Part B: Certain further terms of the Acquisition
10 The Conditions set out in paragraphs 2.1, 2.2 and 3 to 8
(inclusive) of Part A above must each be fulfilled or (if capable of waiver)
be waived by Sintana prior to the commencement of the Court Hearing, failing
which the Scheme will lapse.
11
Subject to the requirements of the Panel, Sintana reserves the right, in its sole discretion, to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix I above, except Conditions 2.1(i), 2.2(i) and 2.3(i), which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii), and 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Sintana shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines, or agreed with Challenger (or, in a competitive situation, with the consent of the Panel) to extend the relevant deadline.
12 If Sintana is required by the Panel to make an offer for
Challenger Shares under the provisions of Rule 9 of the Code, Sintana may make
such alterations to any of the above Conditions and terms of the Acquisition
as are necessary to comply with the provisions of that Rule.
13 Sintana shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix I above that are capable of waiver by
a date earlier than the latest date for the fulfilment or waiver of that
Condition notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of satisfaction or fulfilment.
14 Under Rule 13.5(a) of the Code and subject to paragraph 16 below,
Sintana may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse, or to be withdrawn with the consent of the Panel. The Panel
shall normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to Sintana in
the context of the Acquisition. This shall be judged by reference to the facts
of each case at the time that the relevant circumstances arise.
15 Condition 1 (subject to Rule 12 of the Takeover Code) and
Conditions 2.1, 2.2, and 2.3 in Part A of Appendix I above, and, if
applicable, any acceptance condition if the Acquisition is implemented by
means of a takeover offer, are not subject to Rule 13.5(a) of the Code.
16 Any Condition that is subject to Rule 13.5(a) of the Code may be
waived by Sintana.
17 The Challenger Shares acquired under the Acquisition shall be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature and together with all rights now or hereafter attaching or
accruing to them, including, without limitation, voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of value (whether by reduction of
share capital or share premium account or otherwise) made on or after the
Effective Date.
18 If, on or after the date of this announcement and prior to or on
the Effective Date, any dividend, distribution or other return of value is
declared, paid or made, or becomes payable by Challenger, Sintana reserves the
right (without prejudice to any right of Sintana, with the consent of the
Panel, to invoke Condition 9(e)(ii) of Appendix I above) to reduce the
consideration payable under the Acquisition by an amount equal to the
aggregate amount of such dividend, distribution, or other return of value or
excess. In such circumstances, Challenger Shareholders shall be entitled to
retain any such dividend, distribution, or other return of value declared,
made, or paid.
19 If on or after the date of this announcement, and to the extent
that any such dividend, distribution or other return of value has been
declared, paid, or made, or becomes payable by Challenger on or prior to the
Effective Date and Sintana exercises its rights under paragraph 18 to reduce
the consideration payable under the terms of the Acquisition, any reference in
this announcement to the consideration payable under the terms of the
Acquisition shall be deemed to be a reference to the consideration as so
reduced.
20 If and to the extent that such a dividend, distribution, or other
return of value has been declared or announced, but not paid or made, or is
not payable by reference to a record date on or prior to the Effective Date
and is or shall be: (i) transferred pursuant to the Acquisition on a basis
which entitles Sintana to receive the dividend, distribution, or other return
of value and to retain it; or (ii) cancelled, the consideration payable under
the terms of the Acquisition shall not be subject to change in accordance with
paragraph 18.
21 Sintana also reserves the right to reduce the consideration
payable under the Acquisition in such circumstances as are, and by such amount
as is, permitted by the Panel.
22 Any exercise by Sintana of its rights referred to in paragraph 18
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the Acquisition.
23 Sintana reserves the right to elect (with the consent of the
Panel and in compliance with the Takeover Code and subject to the terms of the
Co-operation Agreement) to implement the Acquisition by way of a Takeover
Offer for the Challenger Shares as an alternative to the Scheme. In such
event, the Takeover Offer shall be implemented on the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition set at a
level permitted by the Panel. Further, if sufficient acceptances of such offer
are received and/or sufficient Challenger Shares are otherwise acquired, it is
the intention of Sintana to apply the provisions of the Companies Act to
acquire compulsorily any outstanding Challenger Shares to which such offer
relates.
24 The availability of the Acquisition to persons not resident in
the United Kingdom or the Isle of Man may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United Kingdom or
the Isle of Man should inform themselves about and observe any applicable
requirements.
25 The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.
26 The Scheme is governed by the law of the Isle of Man and is
subject to the jurisdiction of the courts of the Isle of Man and to the
Conditions and further terms set out in this Appendix I and to be set out in
the Scheme Document. The Acquisition is subject to the applicable requirements
of the Companies Act, the Court, the Code, the AIM Rules, the Panel, the
London Stock Exchange, the TSX and the Financial Conduct Authority.
27 Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.
1. Financial information relating to Sintana has been extracted or
derived (without any adjustment) from the audited financial statements and
management discussion and analysis of Sintana for the financial year ended 31
December 2024 and the interim consolidated financial statements for the period
to 30 June 2025.
2. Financial information relating to Challenger has been extracted
or derived (without any material adjustment) from the annual report and
audited accounts of Challenger for the financial year ended 31 December 2024
and the half-year report for the period to 30 June 2025.
3. The value of each Challenger Share and the value of the entire
issued and to be issued share capital of Challenger are calculated:
(i) by reference to the price of 11.50 pence per Challenger
Share, being the Closing Price on the Latest Practicable Date;
(ii) by reference to the price of C$0.66 for each Sintana Share,
being the Closing Price on the Latest Practicable Date;
(iii) the exchange ratio of 0.4705 New Sintana Shares for each
Challenger Share; and
(iv) on the basis of the fully diluted share capital of Challenger
referred to in paragraph 5 below.
4. As at the close of business on the Latest Practicable Date,
Sintana had in issue 380,125,545 Sintana Shares and Challenger had in issue
249,312,660 Challenger Shares (in each case, excluding shares held in
treasury). Therefore, the total voting rights in issue in Challenger at the
latest practicable date is 249,312,660.
5. The fully diluted share capital of Challenger (being
269,356,123 Challenger Shares) is calculated on the basis:
(i) 249,312,660 Challenger Shares as referred to in paragraph
4 above; and
(ii) 20,043,463 Challenger Shares which may be issued on or
after the date of this Announcement on the vesting of awards under the
Challenger Share Plan and on the exercise of the Challenger Warrants and other
options and warrants outstanding.
6. Unless otherwise stated, all prices, volume weighted average
prices and Closing Prices for Challenger Shares are based upon London Stock
Exchange quotations derived from Bloomberg for the relevant periods.
7. Unless otherwise stated, Closing Prices for Sintana Shares are
based upon TSXV quotations derived from Bloomberg for the relevant periods.
8. A £:C$ exchange rate as at the Latest Practicable Date of
1:1.87 has been used throughout this announcement.
9. Certain figures in this announcement have been subject to
rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Irrevocable Undertakings from Independent Challenger Directors and
Shareholders
The following holders or controllers of Challenger Shares have given
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting and, if Sintana
exercises its right to implement the Acquisition by way of a Takeover Offer,
to accept or procure acceptance of such offer:
Part A - Independent Challenger Directors' Irrevocable Undertakings
Name of Independent Challenger Director Number of Challenger Shares in respect of which undertaking is given Percentage of Challenger issued share capital as at the Latest Practicable
Date (%)
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
These irrevocable undertakings also extend to any shares acquired by the
Independent Challenger Directors as a result of the acceptance of proposals
made pursuant to Rule 15 of the Code in respect of outstanding options held by
them over Challenger Shares and which have been granted under the Challenger
Share Plan.
The obligations of the Independent Challenger Directors under the irrevocable
undertakings shall lapse and cease to have effect if:
· Sintana announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition;
· the Acquisition (whether implemented by way of a Scheme or a
Takeover Offer) is withdrawn, lapses or otherwise terminates in accordance
with its terms; or
· the Acquisition has not become effective in accordance with its
terms, or been declared unconditional, by the Long-stop Date.
The irrevocable undertakings therefore remain binding in the event an
alternate or higher competing possible offer or offer is made for Challenger.
Nothing in these irrevocable undertakings shall impose an obligation on the
Independent Challenger Directors (in their capacity as directors) which would
in any way impede or prejudice their obligations or duties as a director of
Challenger.
Part B - Non-director Challenger Shareholder irrevocable undertakings
Name of Challenger Shareholder giving undertaking Number of Challenger Shares in respect of which undertaking is given Percentage of Challenger issued share capital as at the Latest Practicable
Date (%)
Choice Investments Pty Ltd 16,740,000 6.71
Mhcnz Trustee Ltd 11,200,000 4.49
Rookeharp Pty Ltd 10,560,000 4.24
Charlestown Energy Partners LLC 9,000,000 3.61
Perishing Nominees Limited (RAB Capital Limited) 8,618,000 3.46
Gneiss Energy Limited 7,071,951 2.84
Fitzpatrick Family Fund 1 4,000,000 1.60
TOTAL 67,189,951 26.95
The irrevocable undertakings shall lapse and cease to have effect if:
· the Scheme Document or Offer Document (as the case may be) is not
published within 28 days of the date of publication of this announcement (or
within such longer period as Challenger and Sintana may agree, with the
consent of the Panel);
· Sintana announces, with the consent of the Panel that it does not
intend to proceed with the Acquisition;
· the Scheme does not become effective or the Offer does not become
unconditional before 11.59 p.m. on the Long-stop Date (or, in the case of the
irrevocable undertaking given by Perishing Nominees Limited (RAB Capital
Limited), on 31 January 2026);
· the Acquisition (whether implemented by way of a Scheme or a
Takeover Offer) is withdrawn, lapses or otherwise terminates in accordance
with its terms; or
· (save for in the case of the irrevocable undertaking given by
Charlestown), a higher competing offer is announced by a third party and such
higher competing offer represents an improvement to the value for each
Challenger Share offered by Sintana (a "Relevant Announcement") and Sintana
does not, within ten Business Days of the Relevant Announcement, increase the
consideration payable under the Acquisition to an amount which is equal to or
exceeds the value of the competing offer.
The irrevocable undertaking given by Charlestown remains binding in the event
an alternate or higher competing possible offer or offer is made.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
Acquisition the recommended all share offer pursuant to which Sintana shall acquire the
entire issued and to be issued ordinary share capital of Challenger to be
effected by means of the Scheme (or by way of Takeover Offer under certain
circumstances described in this announcement) and, where the context admits,
any subsequent revision, variation, extension or renewal thereof
Admission admission of the New Sintana Shares to TSXV
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the rules of AIM as set out in the "AIM Rules for Companies" issued by the
London Stock Exchange from time to time relating to AIM traded securities and
the operation of AIM
ANCAP Administración Nacional de Combustibles Alcohol y Pórtland, Uruguay
ANCAP Condition the Condition set out in paragraph 5 of Part A of Appendix I to this
announcement
ANCAP Consent ANCAP having provided its written consent to the Acquisition under the terms
of Clause 25.1.3(g) of the ANCAP Licences, in a form and subject to conditions
(if any) that are reasonably satisfactory to Sintana
ANCAP Licences the licences for the exploration and exploitation of hydrocarbons in the OFF-1
Area, Uruguay dated 25 May 2022 and the OFF-3 Area dated 7 March 2024;
Apprentice Apprentice Investments (Pty) Limited
Authorisations regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions or approvals
Boards board of directors of the relevant company
BW Energy BW Energy Limited
Business Day a day (other than Saturdays, Sundays and public holidays in the UK, the Isle
of Man and Ontario, Canada) on which banks are open for business in London,
the Isle of Man and Ontario, Canada
Cavendish Cavendish Capital Markets Limited, financial adviser to Sintana
Charlestown Charlestown Energy Partners LLC
Chevron Chevron Mexico Finance LLC
Chevron JOA the joint operating agreement relating to the OFF-1 Area between CEG Uruguay
SA and Chevron dated 28 October 2024
Chevron Notification an exempt transaction notice having been made and accepted by Chevron under
the terms of the Chevron JOA
Challenger Challenger Energy Group PLC, a company incorporated in the Isle of Man with
registered number 123863C and whose registered office is at The Engine House,
Alexandra Road, Castletown, IM9 1TG, Isle of Man
Challenger Directors the board of directors of Challenger at the time of this announcement or,
where the context so requires, the directors of Challenger from time to time
Challenger Group Challenger and its subsidiary undertakings and, where the context permits,
each of them
Challenger Options the options to subscribe for up to 22,240,000 Challenger Shares granted under
the Challenger Share Plan
Challenger Share Plan the Challenger Share Option Plan dated 5 March 2022
Challenger Shareholders or Shareholders the holders of Challenger Shares
Challenger Shares the ordinary shares of £0.01 each in the capital of Challenger
Challenger Warrant Instrument the warrant instrument constituting a Challenger Warrant
Challenger Warrants the warrants granted to certain advisers of Challenger to subscribe for up to
18,839,851 Challenger Shares constituted by the Challenger Warrant Instrument
(each a "Challenger Warrant")
Closing Price the closing middle market price of a Challenger Share or a Sintana Share, as
the case may be, on a particular trading day as derived from Bloomberg
Code the City Code on Takeovers and Mergers
Combined Group the combined Challenger Group and Sintana Group following completion of the
Acquisition
Companies Act the Isle of Man Companies Act 1931, as amended
Companies Registry the Isle of Man Companies Registry
Conditions the conditions to the implementation of the Acquisition, as set out in
Appendix I to this announcement and to be set out in the Scheme Document and
"Condition" means any one of them
Confidentiality Agreement the confidentiality agreement dated 24 July 2025 between Sintana and
Challenger, as described in paragraph 13 of this announcement
Consideration the consideration offered by Sintana under the terms of the Acquisition in the
form of 0.4705 New Sintana Shares for each Challenger Share
Cooperation Agreement the cooperation agreement dated 9 October 2025 between Sintana and Challenger,
as described in paragraph 13 of this announcement
Corcel Corcel Plc
Court the High Court of Justice in the Isle of Man
Court Hearing the hearing by the Court of the application to sanction the Scheme under Part
IV of the Companies Act
Court Meeting the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under the Companies Act for the purpose of considering and, if thought
fit, approving the Scheme (with or without amendment), including any
adjournment thereof, notice of which is to be contained in the Scheme Document
Court Order the order of the Court sanctioning the Scheme
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear
Dealing Arrangement an arrangement of the kind referred to in Note 11(a) on the definition of
acting in concert in the Code
Dealing Disclosure has the same meaning as in Rule 8 of the Code
Disclosed the information disclosed by, or on behalf of Challenger, (i) in the annual
report and accounts of the Challenger Group for the financial year ended 31
December 2024; (ii) in the interim results of the Challenger Group for the six
months ended 30 June 2025; (iii) in this announcement; (iv) in any other
announcement to a Regulatory Information Service by, or on behalf of
Challenger prior to the date of this announcement; or (v) as otherwise fairly
disclosed to Sintana (or its respective officers, employees, agents or
advisers) prior to the date of this announcement
Disclosure Guidance and Transparency Rules the disclosure guidance and transparency rules made by the FCA under Part VI
of FSMA
Dual Listing the admission of the Sintana Shares (including the New Sintana Shares) to
trading on AIM
Effective in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the
Scheme having become effective pursuant to its terms upon the delivery of an
office copy of the Court Order to the Companies Registry and registration of
such Court Order by the Companies Registry; or
(b) if the Acquisition is implemented by way of a Takeover Offer,
such Takeover Offer having been declared and become unconditional in
accordance with the Code
Effective Date the date on which either (i) the Scheme becomes effective in accordance with
its terms; or (ii) if Sintana elects, and the Panel consents, to implement the
Acquisition by way of a takeover offer (as defined in the Companies Act), the
date on which such takeover offer becomes or is declared unconditional
Euroclear Euroclear UK & International Limited
Excluded Shares any Challenger Shares:
(a) held by or on behalf of Sintana or the Wider Sintana Group; or
(b) held in treasury; or
(c) held, directly or indirectly, by Robert Bose (whether legally or
beneficially),
in each case, immediately prior to the Scheme Record Time;
FCA or Financial Conduct Authority the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000
Forms of Proxy the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting which shall accompany the Scheme Document
FSMA the Financial Services and Markets Act 2000, as amended from time to time
Galp Galp Energia, a Portuguese petroleum company
General Meeting the general meeting of Challenger Shareholders (including any adjournment
thereof) to be convened in connection with the Scheme to consider and, if
thought fit, to approve the resolution(s) (with or without amendment) and
including any adjournment, postponement or reconvening thereof, notice of
which is to be contained in the Scheme Document
Gneiss Gneiss Energy Limited, financial adviser and Rule 3 adviser to Challenger
HRT PRIO S.A. (previously known as HRT Participações em Petróleo S.A.)
IFRS International Financial Reporting Standards
Independent Challenger Directors the directors of Challenger, excluding Robert Bose
Latest Practicable Date 8 October 2025, being the latest practicable date prior to this announcement
Loan Agreement the loan agreement dated 9 October 2025 between Charlestown and Sintana
pursuant to which Charlestown will provide a US$4,000,000 working capital
facility to Sintana
London Stock Exchange London Stock Exchange plc
Long-stop Date 30 June 2026, or such later date as may be agreed by Sintana and Challenger
(with the Panel's consent and as the Court may approve (if such approval(s)
are required))
Market Abuse Regulation the retained EU law version of Regulation (EU) No. 596/2014 of the European
Parliament and the Council of 16 April 2014 on market abuse as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended from time to time (including by the Market Abuse (Amendment) (EU Exit)
Regulations 2019 (SI 2019/310))
NAMCOR National Petroleum Corporation of Namibia
New Sintana Shares the new Sintana Shares proposed to be issued to Challenger Shareholders in
connection with the Acquisition
Offer Document the document containing a Takeover Offer, if (with the consent of the Panel
and subject to the terms of the Co-operation Agreement) Sintana elects to
implement the Acquisition by way of the Takeover Offer
Opening Position Disclosure has the same meaning as in Rule 8 of the Code
Overseas Shareholders Challenger Shareholders (or nominees of, or custodians or trustees for
Challenger Shareholders) not resident in, or nationals or citizens of, the
United Kingdom or the Isle of Man
Pancontinental Pancontinental Energy NL
Panel the Panel on Takeovers and Mergers
ReconAfrica Reconnaissance Energy Africa Ltd
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
Relevant Authority any central bank, ministry, governmental, quasi-governmental, supranational
(including the European Union), statutory, regulatory or investigative body,
authority or tribunal (including any national or supranational anti-trust,
competition or merger control authority, any sectoral ministry or regulator
and any foreign investment review body), national, state, municipal or local
government (including any subdivision, court, tribunal, administrative agency
or commission or other authority thereof), any entity owned or controlled by
them, any private body exercising any regulatory, taxing, importing or other
authority, trade agency, association, institution or professional or
environmental body in any jurisdiction, including, for the avoidance of doubt,
the Panel
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Challenger Shareholders
Restricted Overseas Person Challenger Shareholders resident in, or nationals or citizens of, Restricted
Jurisdictions or who are nominees or custodians, trustees or guardians for,
citizens, residents or nationals of such Restricted Jurisdictions
Rhino Rhino Resources Ltd
Rule 15 Proposal the proposal to be made to the holders of Challenger Options and Challenger
Warrants to subscribe for or acquire Sintana Shares pursuant to the Code
Scheme or Scheme of Arrangement the proposed scheme of arrangement under Part IV of the Companies Act between
Challenger and the Challenger Shareholders in connection with the Acquisition,
with or subject to any modification, addition or condition approved or imposed
by the Court and agreed by Challenger and Sintana
Scheme Document the document to be sent to Challenger Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and the General
Meeting
Scheme Record Time the time and date to be specified in the Scheme Document by reference to which
the entitlements of Scheme Shareholders under the Scheme will be determined,
expected to be 6.00 p.m. on the Business Day immediately prior to the
Effective Date
Scheme Shareholders a holder of Scheme Shares, and collectively, "Scheme Shareholders"
Scheme Shares unless otherwise defined in the Scheme Document, the Challenger Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but before
the Voting Record Time and which remain in issue at the Scheme Record Time;
and
(c) (if any) issued at or after the Voting Record Time but at or
before the Scheme Record Time on terms that the holder thereof shall be bound
by this Scheme or in respect of which the original or any subsequent holders
thereof are, or have agreed in writing to be, bound by this Scheme,
in each case (where the context requires) which remain in issue at the Scheme
Record Time, other than any Excluded Shares and, in the case of references to
the "Scheme Shares" or "Scheme Shareholders" in the context of voting at the
Court Meeting only, any Challenger Shares held by Charlestown and any person
acting in concert with it for the purposes of the Takeover Code at the Voting
Record Time. For the avoidance of doubt, any Challenger Shares held by
Charlestown and any person acting in concert with it for the purposes of the
Takeover Code shall still be subject to the terms of the Scheme
Sintana Sintana Energy Inc, a public company existing under the laws of the Province
of Alberta, Canada with registered number 2015615707 and whose registered
office is at registered office is at 82 Richmond Street East, Suite 201,
Toronto, Ontario M5C 1P1, Canada
Sintana Group Sintana and its subsidiary undertakings and, where the context permits, each
of them
Sintana Shares the common shares of no par value in the capital of Sintana
Shell Shell plc
Significant Interest in relation to an undertaking, a direct or indirect interest of 30 per cent.
or more of the total voting rights conferred by the equity share capital of
such undertaking
Takeover Offer should the Acquisition be implemented by way of a takeover offer, the offer to
be made by or on behalf of Sintana to acquire the entire issued ordinary share
capital of Challenger and, where the context admits, any subsequent revision,
variation, extension or renewal of such takeover offer
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction
TotalEnergies TotalEnergies SE
TSXV Rules the rules of the TSXV as amended from time to time
TSXV TSX Venture Exchange
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
US Exchange Act the US Securities Exchange Act 1934, as amended
US Securities Act the United States Securities Act 1933, as amended
Voting Record Time the time and date to be specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two Business Days before the date of the Court
Meeting or if the Court Meeting is adjourned, 6.00 p.m. on the day which is
two Business Days prior to the date of such adjourned meeting
Wider Challenger Group Challenger and associated undertakings and any other body corporate,
partnership, joint venture or person in which Challenger and such undertakings
(aggregating their interests) have a Significant Interest
Wider Sintana Group Sintana and associated undertakings and any other body corporate, partnership,
joint venture or person in which Sintana and all such undertakings
(aggregating their interests) have a Significant Interest
Zeus Zeus Capital Limited, nominated adviser and broker to Challenger
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "C$" are to the lawful currency of Canada.
All references to "US$" are to the lawful currency of the United States.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
All references to statutory provisions or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and order from time to time made thereunder
or deriving validity therefrom.
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