Mr. Robert Bose reports
SINTANA ENERGY INC. ANNOUNCES COURT SANCTION OF SCHEME OF ARRANGEMENT AND ISSUE OF SHARES
Ealier today, the recommended acquisition by Sintana Energy Inc. of the entire issued and to be issued ordinary share capital of Challenger, 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, which was announced by Challenger and Sintana on Oct. 9, 2025, has received approval for the closing of the acquisition by the TSX Venture Exchange, subject to standard postclosing filings, and Sintana has therefore confirmed that the TSX-V condition has now been satisfied and the scheme has been sanctioned by the court.
The scheme will become effective upon the delivery of an office copy of the court order to the Isle of Man Companies Registry, which is expected to take place on Dec. 16, 2025. Challenger confirms that the scheme record time will be 6 p.m. on Dec. 15, 2025. Scheme shareholders on Challenger's register of members at the scheme record time will, upon the scheme becoming effective, be entitled to receive the new Sintana shares.
There has been no change to the expected timetable of principal events for the acquisition set out in the announcement made by Challenger in relation to the acquisition on Dec. 9, 2025.
Full details of the acquisition are set out in the circular in relation to the scheme, which was sent to Challenger shareholders on Nov. 3, 2025. Terms used but not otherwise defined in this announcement shall have the meanings given to them in the scheme document.
Suspension and cancellation of admission of Challenger shares on AIM (Alternative Investment Market), listing of new Sintana shares on the TSX-V, and Sintana AIM admission
A request has been made for the suspension of trading in the Challenger shares on the AIM with effect from 7:30 a.m. on Dec. 16, 2025. Accordingly, Dec. 15, 2025, will be the last day of dealings in and for the registration of transfers of Challenger shares. Subject to the scheme becoming effective, it is expected that admission to trading of the Challenger shares on the AIM will be cancelled by no later than 8 a.m. on Dec. 17, 2025. A further announcement will be made when the scheme has become effective.
It is expected that admission will become effective and dealings for normal settlement in the new Sintana shares on the TSX-V will commence at or shortly after 8 a.m. Toronto time on Dec. 23, 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 the AIM will commence on or around Dec. 23, 2025.
Issue of new Challenger shares pursuant to Rule 15 proposals and Rule 2.9 disclosure
Pursuant to the acquisition, participants in the Challenger share plan and the holders of Challenger warrants were sent letters with an appropriate proposal in accordance with Rule 15 of the City Code on Takeovers and Mergers. Pursuant to the terms of the Rule 15 proposals, all such participants elected to cancel their Challenger options or Challenger warrants in consideration for the issue of new Challenger shares, conditional on the court sanctioning the scheme, resulting in the issuance of 20,043,463 new Challenger shares. The new Challenger shares are subject to the scheme and will thus be exchanged for new Sintana shares on the same basis as all other Challenger shares.
Accordingly, an application has been made for admission to trading on the AIM of 20,043,463 new Challenger shares of one pence each. It is expected that admission of the new Challenger shares to trading will become effective on Dec. 15, 2025. On admission, the new Challenger shares will rank pari passu with Challenger's existing ordinary shares.
In accordance with Rule 2.9 of the Takeover Code, Challenger confirms that, following the admission of the new Challenger shares, it will have in issue and admitted to trading on AIM 269,356,123 ordinary shares of one pence each. Challenger does not hold any ordinary shares in treasury. Accordingly, the total number of voting rights in Challenger will be 269,356,123. The international securities identification number (ISIN) of the ordinary shares is IM00BPLZ1D89.
In connection with the acquisition, Clyde & Co LLP is acting as United Kingdom legal adviser to Challenger and SW Legal Ltd. is acting as Isle of Man legal adviser to Challenger. Pinsent Masons LLP is acting as United Kingdom legal adviser to Sintana and Fogler Rubinoff LLP is acting as Canadian legal adviser to Sintana.
We seek Safe Harbor.
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