REG - Challenger Energy Sintana Energy Inc - Scheme of Arrangement Becomes Effective

Sintana EnergyAnnouncement

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RNS Number : 8146L  Challenger Energy Group PLC  16 December 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

 

FOR IMMEDIATE RELEASE

16 December 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 (section 152) of the Isle of Man Companies Act 1931

Scheme of Arrangement Becomes Effective

 

On 12 December 2025, Challenger announced that the recommended acquisition by
Sintana (TSXV:SEI) of the entire issued and to be issued ordinary share
capital of Challenger (the "Acquisition") to be implemented by way of a
Court-sanctioned scheme of arrangement under Part IV (section 152) of the Isle
of Man Companies Act 1931 as amended from time to time (the "Scheme"), which
was announced by Challenger and Sintana on 9 October 2025, had been sanctioned
by the Court on 12 December 2025.

Challenger and Sintana are pleased to announce that earlier today, an office
copy of the Court Order sanctioning the Scheme was delivered to the Isle of
Man Companies Registry. All of the conditions set out in the circular in
relation to the Scheme (the "Scheme Document"), which was sent to Challenger
Shareholders on 3 November 2025 have now been satisfied or (if capable of
waiver) waived, and, accordingly, the Scheme has now become Effective in
accordance with its terms and the entire issued ordinary share capital of
Challenger is now owned by Sintana.

Terms used but not otherwise defined in this announcement shall have the
meanings given to them in the Scheme Document. All references to times in this
announcement are to London, United Kingdom times unless stated otherwise.

Consideration

A Scheme Shareholder on the register of members at the Scheme Record Time,
being 6:00 p.m. on 15 December 2025, will be entitled to receive 0.4705 New
Sintana Shares for each Challenger Share held (the "Consideration").

In the case of Scheme Shareholders who held their Scheme Shares in
certificated form immediately prior to the Scheme Record Time, Sintana shall
procure that the entitlement to New Sintana Shares shall be effected by the
despatch of Direct Registration System statements by the Transfer Agent
representing the New Sintana Shares to which the relevant Scheme Shareholder
is entitled.

In the case of Scheme Shareholders who held their Scheme Shares in
uncertificated form, through CREST (directly or through a broker or other
nominee with a CREST account), immediately prior to the Scheme Record Time and
provided a Dual Listing has occurred, they will not be issued New Sintana
Shares, but, following the Dual Listing, Sintana shall procure that
Computershare as DI Depositary is issued the New Sintana Shares to which such
Scheme Shareholders are entitled and Computershare shall credit the
appropriate stock accounts in CREST of the relevant Scheme Shareholder with
Sintana Depositary Interests representing the New Sintana Shares to which each
such Scheme Shareholder is entitled. Sintana reserves the right to settle all
or part of such consideration in the manner set out in the preceding paragraph
if, for reasons outside its reasonable control, it is not able to effect
settlement in accordance with this paragraph, including where the Dual Listing
has not occurred or to do so would incur material additional costs.

In each case, settlement of the Consideration will occur as soon as
practicable and in any event not later than 14 days after the date of this
announcement, being 30 December 2025.

Cancellation of admission of Challenger Shares on AIM, listing of New Sintana
Shares on the TSXV, and Sintana AIM admission

Admission to trading of Challenger Shares on AIM will be cancelled by no later
than 8:00 a.m. on 17 December 2025.

As a result of the Scheme becoming Effective, share certificates in respect of
Challenger Shares have ceased to be valid and entitlements to Challenger
Shares held in uncertificated form in CREST will be cancelled by no later than
8:00 a.m. on 17 December 2025.

It is expected that Admission will become effective and dealings for normal
settlement in the New Sintana Shares on the TSXV will commence at or shortly
after 8:00 a.m. (Toronto time) on or around 23 December 2025.

As part of the Acquisition, Sintana will apply for admission of the Sintana
Shares (including the New Sintana Shares) to trading on AIM as soon as
practicable after the Effective Date, and it is expected that admission will
become effective and dealings for normal settlement in the Sintana Shares
(including the New Sintana Shares) on AIM will commence on or around 23
December 2025.

Board and constitutional changes

Iain McKendrick, Simon Potter and Stephen Bizzell have resigned as directors
of Challenger with effect from the Scheme becoming Effective, and Eytan Uliel
and Robert Bose will remain as directors of Challenger, now a wholly-owned
subsidiary of Sintana.

In connection with the Acquisition, Iain McKendrick and Eytan Uliel have
joined the Sintana Board. Existing Sintana Executive Chairman, Keith
Spickelmier, has become Non-Executive Chairman, and existing Sintana
non-executive Directors Bruno Maruzzo and Dean Gendron have resigned from
their positions. Current Sintana Chief Executive Officer, Robert Bose, and
current Sintana Non-Executive Directors, Doug Manner and Knowledge Katti, will
continue in their roles with Sintana.

Consequently, the Board of Sintana consists of six members: Keith Spickelmier
(Non-Executive Chairman), Robert Bose (Chief Executive Officer and Executive
Director), Eytan Uliel (President and Executive Director), Iain McKendrick
(Senior Independent Non-Executive Director), Doug Manner (Non-Executive
Director) and Knowledge Katti (Non-Executive Director).

 

The person responsible for making this announcement on behalf of Challenger is
Eytan Uliel, Chief Executive Officer.

 

Enquiries:

 Challenger
 Eytan Uliel, Chief Executive Officer                                        +44 (0) 1624 647 882
 Gneiss Energy Limited (Financial Adviser and Rule 3 Adviser to Challenger)
 Jon Fitzpatrick, 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
 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

 

In connection with the Acquisition, 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. Pinsent Masons LLP is acting as UK legal adviser to
Sintana and Fogler Rubinoff LLP is acting as Canadian legal adviser to
Sintana.

 

Important notices

Gneiss Energy Limited ("Gneiss"), which is authorised and regulated by the FCA
(FRN: 963725) in the United Kingdom, is acting as financial adviser
exclusively for Challenger and no one else in connection with the matters set
out in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Challenger for providing the protections afforded to clients
of Gneiss, nor for providing advice in relation to any matter referred to
herein.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA
(FRN: 224621) in the United Kingdom, is acting exclusively as nominated
adviser for Challenger and as nominated adviser for Sintana on its Dual
Listing and no one else in connection with the Acquisition and matters
referred to in this announcement and will not be responsible to anyone other
than Challenger and Sintana for providing the protections afforded to clients
of Zeus, or for providing advice in relation to the Acquisition and matters
referred to in this announcement. Neither Zeus nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Zeus in connection with the matters referred to
in this announcement, any statement contained herein or otherwise.

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.

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.

MAR

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.

Information relating to Challenger Shareholders

Please be aware that addresses, electronic addresses and certain other
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 required
under Section 4 of Appendix 4 to the Takeover Code.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom or the Isle of Man, and the availability of the
Acquisition to Challenger Shareholders who are not resident in the United
Kingdom or the Isle of Man, may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe such restrictions. 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 to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with any such restrictions may constitute a violation of 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 Takeover Code, and
permitted by applicable law and regulation, New Sintana Shares to be issued
pursuant to the Acquisition to Challenger Shareholders will not be made
available, directly or indirectly, in or 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 whole or in
part) 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 observe these restrictions and not mail or otherwise distribute
or send them (in whole or in part) in, into or from such Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made directly or indirectly, in or into, or by
the use of mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail 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
and the Takeover Offer may not be capable of acceptance by any means,
instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of New Sintana Shares pursuant to the Acquisition to
Challenger Shareholders who are not resident in the United Kingdom or the Isle
of Man or the ability of those persons to hold such shares may be affected by
the laws or regulatory requirements of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements. Challenger Shareholders who are in doubt about such matters
should consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

The Acquisition and the Scheme is subject to Isle of Man law and the
jurisdiction of the Court, the applicable requirements of the Takeover Code,
the AIM Rules, the Panel, the London Stock Exchange, the TSXV, the FCA, and
the Companies Registry.

Additional information for US investors

US holders of Challenger Shares should note that the Acquisition relates to
the shares of an Isle of Man company with an admission to trading on AIM and
is being made by means of a scheme of arrangement provided for under Isle of
Man company law. 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 Exchange Act. Accordingly, the Acquisition is subject to the disclosure
and procedural requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of United
States tender offer and proxy solicitation rules.

However, if, in the future, Sintana exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend the offer into
the United States, the Takeover Offer will be made in compliance with
applicable United States tender offer and securities laws and regulations
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

To the extent permitted by applicable law, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the US Exchange Act, in the event it
becomes applicable, 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, such as in open market purchases or privately negotiated
purchases, during the period in which the Acquisition remains open for
acceptance. If such purchases or arrangements to purchase were to be made,
they would comply with applicable law, including the US Exchange Act. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . To the extent that such information is
required to be publicly disclosed in the UK in accordance with applicable
regulatory requirements, this information will, as applicable, also be
publicly disclosed in the United States.

The New Sintana Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States. Accordingly, the New Sintana Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into or from the United States absent registration under the
US Securities Act or an exemption therefrom and in compliance with the
securities laws of any state or other jurisdiction of the United States. The
New Sintana Shares are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by
section 3(a)(10) thereof.

None of the securities referred to in this announcement have been approved or
disapproved by the SEC, any state securities commission in the United States
or any other US regulatory authority, nor have such authorities passed upon or
determined the fairness or merits of such securities or the Acquisition or
upon the adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal offence in the
United States.

It may be difficult for US holders of Challenger Shares to enforce their
rights and any claims arising out of US federal laws in connection with the
Acquisition, since each of Sintana and Challenger is located in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of a non-US jurisdiction. US holders of Challenger Shares may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

The financial information included in this announcement has 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 US ("US
GAAP"). US GAAP differs in certain significant respects from accounting
standards applicable in the Isle of Man, the United Kingdom and Canada. None
of the financial information in this announcement has been audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States). Neither the Acquisition nor this announcement have been
approved or disapproved by the SEC, any state securities commission in the
United States or any other US regulatory authority, nor have such authorities
approved or disapproved or passed judgement upon the fairness or the merits of
the Acquisition, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.

The receipt of New Sintana Shares pursuant to the Acquisition by a US holder
of Challenger Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme will likely be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. The US tax consequences of the Acquisition, if
any, are not described herein. Each Challenger Shareholder is therefore urged
to consult with legal, tax and financial advisers in connection with making a
decision regarding the Acquisition.

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 laws 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 cash 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, 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, 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 a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://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.

Neither the TSXV nor any 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 FCA.

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.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published pursuant to Rule 26 of the Takeover
Code will be available, free of charge, subject to certain restrictions
relating to persons resident in a Restricted Jurisdiction, on Sintana's
website at https://sintanaenergy.com/investor/business-combination-disclosure/
(https://sintanaenergy.com/investor/business-combination-disclosure/) and
Challenger's website at https://www.cegplc.com/documents-disclaimer/
(https://www.cegplc.com/documents-disclaimer/) by no later than 12.00 noon
(London Time) on the Business Day following the publication of this
announcement.

For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this announcement.

General

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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

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