Sintana Energy Inc. has announced a key legal step in its plan to acquire the entire share capital of Challenger Energy Group PLC. The company confirmed that a Claim Form has been filed with the High Court of Justice of the Isle of Man to request permission to convene a meeting of Challenger shareholders.
The filing seeks a formal court order to hold a Court Meeting scheduled for November 26 at 12:00 p.m., during which Challenger shareholders will vote on the proposed scheme of arrangement. Under Isle of Man law, approval requires the agreement of 75% in value of voting shareholders present either in person or by proxy.
A procedure subject to court approval
A preliminary hearing is set for October 29 at the courthouse in Douglas, where the court will consider the request to authorise the shareholder meeting. If the order is granted, a scheme document outlining the proposed arrangement will be published, with a further announcement expected at that time.
The independent board of Challenger has already recommended that shareholders approve the transaction, which will take the form of a share exchange. Sintana has so far secured irrevocable undertakings covering approximately 34.2% of Challenger’s issued ordinary share capital, including commitments from certain board members.
Unanimous support from Sintana directors
A special committee of independent directors from Sintana’s board reviewed the transaction based on a fairness opinion provided by Pareto Securities AS. The committee unanimously recommended the acquisition, a recommendation approved by all voting directors except Robert Bose, who abstained due to his positions in both companies.
The final court sanction hearing is currently scheduled for December 9. Subject to court and shareholder approvals, the merger would allow Sintana to absorb Challenger’s full asset base and obligations, reinforcing its position in the energy exploration sector.
