Sintana target Challenger's holders to vote Nov. 26

Executive Summary

• Sintana Energy Inc. is proceeding with its all-share acquisition of Challenger Energy Group PLC, having filed a claim form in the High Court of Justice of the Isle of Man to convene a scheme of arrangement meeting.
• The court meeting for Challenger shareholders to vote on the scheme is scheduled for November 26, 2025, with a court hearing for the sanction of the scheme expected on December 9, 2025.
• The independent directors of Challenger intend to unanimously recommend the acquisition, supported by irrevocable undertakings from shareholders representing approximately 34.2% of Challenger's issued ordinary share capital.

Key Details

• Transaction Structure: All-share acquisition of Challenger Energy Group PLC by Sintana Energy Inc., involving the acquisition of all issued and to-be-issued ordinary share capital of Challenger.
• Legal Proceedings:
  • Challenger filed a claim form in the High Court of Justice of the Isle of Man (Chancery procedure) under Part IV (Section 152) of the Isle of Man Companies Act 1931.
  • Convening Hearing: Scheduled for October 29, 2025, at 10:30 a.m. local time.
  • Scheme Meeting: Scheduled for November 26, 2025, at 12:00 p.m. local time, to consider and approve the scheme.
  • Sanction Hearing: Expected to be held on December 9, 2025, at 10:30 a.m. local time.
• Voting Thresholds: Approval requires a majority in number of scheme shareholders present and voting, representing at least 75% in value of the shares held by those shareholders.
• Shareholder Support: Sintana has received irrevocable undertakings from certain Challenger shareholders (including directors) representing approximately 34.2% of Challenger's issued ordinary share capital as of October 8, 2025, to vote in favor of the acquisition.
• Board Recommendations:
  • Challenger's independent directors intend to unanimously recommend the acquisition to shareholders.
  • Sintana's special committee, having received a fairness opinion from Pareto Securities AS, recommended the acquisition to the board.
  • The acquisition received unanimous support from voting directors on Sintana's board; Robert Bose abstained from voting due to his dual roles as a director/officer in both companies.
• Timeline: Completion is subject to customary regulatory, stock exchange, and shareholder approvals, with an expected closing by the end of the fourth quarter of 2025.
• Next Steps: A scheme document will be published in due course following the court order.

Notable Quotes

• "As previously announced, the independent directors of the board of Challenger intend to recommend unanimously that Challenger shareholders vote in favour of the acquisition..."
• "Sintana has received irrevocable undertakings from certain of Challenger's shareholders (including directors) to vote their Challenger shares in favour of the acquisition representing, in aggregate, approximately 34.2 per cent of Challenger's issued ordinary share capital as of Oct. 8, 2025."