Sintana publishes scheme document for Challenger deal

Executive Summary

• Sintana Energy Inc. has published the scheme document for its previously announced acquisition of Challenger Energy Group PLC, detailing the terms, conditions, and timetable for the court-sanctioned scheme of arrangement.
• The acquisition requires approval from both the court and shareholders at meetings scheduled for November 26, 2025, with independent directors recommending the deal as fair and reasonable.
• Upon completion, new Sintana shares will be admitted to the TSX Venture Exchange, while Challenger shares will be delisted from the London Stock Exchange's AIM market, after which Challenger will be re-registered as a private limited company.

Key Details

• Transaction Structure: The acquisition of all issued and to-be-issued ordinary share capital of Challenger Energy Group PLC by Sintana Energy Inc. will be implemented via a court-sanctioned scheme of arrangement under Part IV (Section 152) of the Isle of Man Companies Act 1931.
• Shareholder Meetings: A court meeting and a general meeting of Challenger shareholders are scheduled for November 26, 2025, at The Engine House, Alexandra Road, Castletown, Isle of Man. The court meeting begins at 12:00 p.m., followed by the general meeting at 12:15 p.m.
• Recommendations and Irrevocables: The independent Challenger directors, advised by Gneiss Energy, unanimously recommend voting in favor of the scheme. Irrevocable undertakings have been provided by independent directors holding 18,077,719 shares (approx. 7.25% of Challenger's ordinary share capital).
• Independence and Advisers:
  • Robert Bose (CEO of Sintana and non-executive director of Challenger) is not considered independent and did not participate in the recommendation.
  • Sintana’s special committee (Keith Spickelmier and Douglas Manner) engaged Pareto as independent financial adviser, who provided a fairness opinion.
  • Challenger’s independent financial adviser is Gneiss Energy.
• Listing Changes:
  • Sintana: Application for admission to the TSX Venture Exchange is expected to become effective shortly after the scheme’s effective date. Sintana also intends to seek admission to the London Stock Exchange’s AIM market post-closing.
  • Challenger: Last day of dealings on AIM is expected to be December 10, 2025. Share certificates will cease to be valid by December 12, 2025. Challenger will be reregistered as a private limited company following delisting.
• Conditions: The scheme is conditional on requisite majorities at the court and general meetings, satisfaction/waiver of other conditions in the scheme document, and court sanction.
• Legal Advisers:
  • Challenger: Clyde & Co LLP (UK) and SW Legal Ltd. (Isle of Man).
  • Sintana: Pinsent Masons LLP (UK) and Fogler Rubinoff LLP (Canada).

Notable Quotes

• "The independent Challenger directors... consider the terms of the acquisition to be fair and reasonable."
• "The scheme remains conditional on the approval of the requisite majority of eligible scheme shareholders at the court meeting, the requisite majority of eligible Challenger shareholders at the general meeting, the satisfaction or (if capable of waiver) waiver of the other conditions set out in the scheme document, and the sanction of the court."