Core Points - Sintana Energy Inc. is acquiring Challenger Energy Group plc through a Court-sanctioned scheme of arrangement under the Isle of Man Companies Act 1931 [1] - The Scheme Document has been published, detailing the terms and conditions of the acquisition, including a timetable of principal events [3][4] - The Independent Challenger Directors have recommended that shareholders vote in favor of the Scheme, with irrevocable undertakings for approximately 7.25% of Challenger's ordinary share capital [7] Acquisition Details - The acquisition will be implemented via a Court-sanctioned scheme, requiring majorities at both the Court Meeting and General Meeting [5][14] - The Court Meeting is scheduled for 26 November 2025 at 12:00 p.m., followed by the General Meeting at 12:15 p.m. [5] - Gneiss Energy has advised that the terms of the Acquisition are fair and reasonable [6][8] Shareholder Actions - Shareholders are required to vote in favor of the resolution at the Court Meeting and the Special Resolution at the General Meeting [9] - Hard copies of the Scheme Document and Forms of Proxy are being sent to Challenger Shareholders [4] Timetable of Events - Key dates include the publication of the Scheme Document on 3 November 2025 and the last day of dealings in Challenger Shares on 10 December 2025 [31][16] - The Effective Date of the Scheme is expected to be 11 December 2025, with the admission of New Sintana Shares on 24 December 2025 [33][31] Legal and Advisory Information - Clyde & Co LLP and SW Legal Limited are acting as legal advisers to Challenger, while Pinsent Masons LLP and Fogler Rubinoff LLP are advising Sintana [19] - Pareto has been engaged as the independent financial adviser for Sintana's Special Committee [12]
Sintana Energy Inc. Announces Publication of Scheme Document in Connection with Acquisition of Challenger Energy Group plc