CHALLENGER ENERGY GROUP
PLC
(Incorporated in the Isle of
Man under the Companies Acts 1931-2004 and with Company Number
123863C)
NOTICE OF ANNUAL GENERAL
MEETING ("AGM")
Notice is hereby given that the Annual General Meeting (the
"Meeting" or "AGM") of Challenger Energy Group PLC ("CEG" or the
"Company") will be held at the Company's registered office at The
Engine House, Alexandra Road, Castletown, Isle of Man IM9 1TG on
Tuesday 30 July 2024 at 11.00 a.m. British Summer Time, for the
purpose of considering and, if thought fit, passing the following
resolutions ("Resolutions"):
Resolution One:
As an ordinary
resolution, that the Directors' Report and the Financial Statements
for the year ended 31 December 2023, together with the Independent
Auditor's Report, be received.
Resolution Two:
As an ordinary
resolution, that Mr. Eytan Uliel, who retires by rotation and,
being eligible, offers himself for reappointment, be reappointed as
a director of the Company.
Resolution
Three: As an ordinary resolution,
that Mr. Robert Bose, who was appointed by the directors during the
year pursuant to Article 87 of the Company's Articles of
Association, be reappointed as a director of the
Company.
Resolution
Four: As an ordinary resolution,
that every fifty (50) of the ordinary shares of 0.02 pence each in
the issued and unissued share capital of the Company be
consolidated into one (1) ordinary share of 1 pence each, such
shares having the same rights and being subject to the same
restrictions (save as to nominal value) as the existing ordinary
shares of 0.02 pence each in the capital of the Company as set out
in the Company's articles of association for the time
being.
Resolution
Five: As a special
resolution,
subject to and conditional on the
passing of Resolution Four, that any existing authority for the
allotment of shares be revoked, and the Directors be granted new
authority for the allotment, pursuant to Article 6.7 of the
Company's Articles of Association, of up to 200,000,000 new
ordinary shares of 1 pence each in the capital of the Company, as
if the pre-emption provisions contained within Article 6.3 of the
Company's Articles of Association did not apply to such allotment
and issue, such authority to expire on 31 December 2025 but that
authority shall extend to the making, before such expiry, of an
offer or agreement which would or might require ordinary shares to
be allotted after such expiry and the Directors may allot ordinary
shares in pursuance of such an agreement as if the authority
conferred hereby had not expired.
Resolution Six:
As an ordinary resolution, that Grant Thornton [[C
of 13-18 City Quay, Dublin, D02 ED70, Ireland, be appointed as
auditors of the Company to hold office until the conclusion of the
next general meeting at which accounts are laid, and to authorise
the directors to determine their remuneration.
EXPLANATORY STATEMENTS
BOARD STATEMENT / RESOLUTION
FOUR (SHARE CONSOLIDATION)
The Board is of the view that it
would benefit the Company and shareholders at this time to reduce
the number of ordinary shares in issue with a resulting adjustment
in the market price of such shares (the "Share
Consolidation").
The ordinary shares of the Company have recently
been trading at a market price of less than one penny, and the
Company has a large number of ordinary shares in issue. Going
forward, the Directors believe that the existing share capital
structure is no longer appropriate, as the high number of shares in
issue, combined with the relatively low par value per share, is
thought to result in excess volatility and reduced liquidity in the
Company's shares. The relatively low share par value is also a bar
to investment in the Company by a number of parties, including in
particular many institutional investors, given that a number of
leading global share custodians are not permitted in accordance
with their custody rules to hold shares in the Company given its
share trading value is below 1 pence per ordinary share.
By proceeding with the Share Consolidation, the
Directors therefore anticipate that a higher trading value per
share will improve the marketability of the Company and could
increase interest from institutional investors in the UK and
overseas which should improve the liquidity of the Company's
shares. This is also expected to assist in reducing the volatility
in the Company's share price and enable a more consistent valuation
of the Company, thus making the Company's shares more attractive to
long-term institutional shareholders whilst not impacting overall
liquidity. Furthermore, conversion of the £1.5m loan from
Charlestown Equity Partners LLP, which was announced on 18 April
2024, into a shareholding in the Company is conditional on the
Share Consolidation.
Pursuant to the Share Consolidation it is proposed
that the existing 10,494,066,144 issued ordinary shares of 0.02
pence per share will be subject to a 1 for 50 consolidation,
resulting in the total number of ordinary shares in issue being
reduced to 209,881,322 ordinary shares with a new ISIN of
IM00BPLZ1D89 and SEDOL of BPLZ1D8, with a nominal value of 1 pence
each.
As all ordinary shareholdings in the Company will
be consolidated, the number of ordinary shares held by each
Shareholder will reduce, but the proportion of the total issued
ordinary share capital of the Company held by each Shareholder
immediately before and following the Share Consolidation will, save
for fractional entitlements, remain unchanged. Apart from having a
different nominal value, each ordinary share will carry the same
rights as set out in the Company's Articles of Association that
currently attach to the ordinary shares.
Fractional entitlements arising from the Share
Consolidation will be aggregated and sold in the market and, in
accordance with the Articles, be retained for the benefit of the
Company. The value of any one Shareholder's fractional entitlement
will not exceed the value of one ordinary share post the Share
Consolidation.
The Company's Articles of Association provide, in
Article 43, that the Company may consolidate its share capital by
way of an ordinary resolution. Accordingly, Resolution Four will be
proposed as an ordinary resolution at the AGM.
Subject to the passing of Resolution Four, all
outstanding options and warrants to subscribe for ordinary shares
in the Company will be correspondingly adjusted (in accordance with
their respective terms of conditions), such that the number of
ordinary shares the subject of the respective option or warrant
will be reduced on a 1 for 50 basis, and the strike price of the
respective option of warrants will be increased by 50
times.
BOARD
STATEMENT / RESOLUTION FIVE (GENERAL ISSUANCE
AUTHORITY)
In accordance with Article 6.8 of the Company's
Articles of Association, the Board unanimously recommends
Resolution Five. The share allotment authorities granted to the
Board by the shareholders on 15 August 2023 have not been fully
utilised to date, and the board considers it prudent to have in
place an authority to enable the Company to quickly and flexibly
secure funding necessary for the development of its project
portfolio over the course of 2024 and 2025, and/or to consider
transactional opportunities that may arise from time to time.
However, to the extent Resolution Four is passed and the Company's
shares are consolidated, the existing authority in place granted on
15 August 2023 would likewise need to be reduced and refreshed -
Resolution Five essentially provides for this. The amount that
would be received by the Company on exercise of such authority is
presently unable to be determined, as it will depend on the terms
and conditions governing any such allotment, the number of shares
issued in any such allotment, and the price of the shares so
allotted, at the time of allotment.
The
Directors consider the approval of the resolutions to be proposed
at the Annual General Meeting to be in the best interests of the
Company and its Shareholders as a whole and, accordingly,
unanimously recommend Shareholders to vote in favour of all of the
resolutions, as they and their associated parties intend to do in
respect of their beneficial holdings, which in aggregate total
779.2 million ordinary shares (on a pre-consolidation basis),
representing approximately 7.4 per cent. of the current issued
share capital.
This Notice of Annual General
Meeting will be dispatched to Shareholders by no later than 30 June
2024 and has on 27 June 2024 been posted on the Company's website
(www.cegplc.com). Copies can also be obtained in person at the Registered
Office.
Dated 27 June 2024
BY ORDER OF THE
BOARD
Jonathan
Gilmore Company Secretary
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
|
Event
|
Time and/or
date(1)(2)
|
|
Publication and posting of this
Document
|
By 30 June
2024
|
|
Latest time for receipt of proxy
appointments in respect of the Annual General Meeting
|
11.00 a.m.
on 26 July 2024
|
|
Annual General Meeting
|
11.00 a.m.
on 30 July 2024
|
|
Record Date in respect of the Share
Consolidation
|
6.00 p.m.
on 6 August 2024
|
|
Admission to AIM of New Ordinary
Shares
|
8.00 a.m.
on 7 August 2024
|
|
Date CREST accounts credited with
New Ordinary Shares
|
8.00 a.m.
on 7 August 2024
|
|
Expected date of dispatch of share
certificates in respect of any New Ordinary Shares held in
certificated form by
|
21 August
2024
|
Notes:
(1) All of the times
referred to in this Document refer to London time, unless otherwise
stated.
(2)
Each of the times and dates in the timetable is
subject to change. If any of the times and/or dates change, the
revised times and/or dates will be notified to Existing
Shareholders by an announcement through a Regulatory Information
Service.
(3)
The current number of ordinary shares in issue
(pre-consolidation) is 10,494,066,144 with ISIN IM00BN2RD444.
Following the proposed 50:1 share consolidation the number of
shares will be 201,881,322 with ISIN IM00BPLZ1D89.
Notes:
1. Any Shareholder
attending the AGM has the right to ask questions. The Company must
cause to be answered any such question relating to the business
being dealt with at the AGM but no such answer need to be given if:
(a) to do so would interfere unduly with the preparation for the
AGM or involve the disclosure of confidential information; (b) the
answer has already been given on a website in the form of an answer
to a question; or (c) it is undesirable in the interests of the
Company or the good order of the AGM that the question be
answered.
2. Shareholders, or their proxies, intending to attend the AGM in
person are requested, if possible, to arrive at the AGM venue at
least 30 minutes prior to the commencement of the meeting at 11.00
British Summer Time on 30 July 2024, so that their shareholding may
be checked against the Company's Register of Members and
attendances recorded.
3. Shareholders are entitled to appoint another person as a proxy
to exercise all or part of their rights to attend and to vote on
their behalf at the AGM. A Shareholder may appoint more than one
proxy in relation to the AGM provided that each proxy is appointed
to exercise the rights attached to a different ordinary share or
ordinary shares held by that Shareholder. A proxy need not be a
shareholder of the Company.
4. In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment submitted
by the most senior holder will be accepted. Seniority is determined
by the order in which the names of the joint holders appear in the
Company's Register of Members in respect of the joint holding (the
first named being the most senior).
5. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the
AGM.
6. Unless otherwise indicated on the Form of Proxy, CREST,
Proxymity or any other electronic voting instruction, the proxy
will vote as they think fit or, at their discretion or withhold
from voting.
7. You can appoint a proxy to vote on your behalf
either:
·
online via the Link Investor Centre. Link Investor
Centre is a free app for smartphone and tablet provided by Link
Group (the company's registrar). It allows you to securely manage
and monitor your shareholdings in real time, take part in online
voting, keep your details up to date, access a range of information
including payment history and much more. The app is available to
download on both the Apple App Store and Google Play, or by
scanning the relevant QR code below. Alternatively, you may access
the Link Investor Centre via a web browser at: https://investorcentre.
linkgroup.co.uk/Login/Login;
·
by requesting a hard copy form of proxy directly
from the registrars, Link Group by emailing shareholderenquiries@linkgroup.co.uk
or calling 0371 664 0300. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines are open between 09.00 - 17.30 (GMT), Monday to Friday
excluding public holidays in England and Wales; or
·
in the case of CREST members, by utilising the
CREST electronic proxy appointment service in accordance with the
procedures set out below.
·
if you are an institutional investor you may also
be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and
approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. on 26 July 2024 in
order to be considered valid or, if the meeting is adjourned, by
the time which is 48 hours before the time of the adjourned
meeting. Before you can appoint a proxy via this process you will
need to have agreed to Proxymity's associated terms and conditions.
It is important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of your
proxy. An electronic proxy appointment via the Proxymity platform
may be revoked completely by sending an authenticated message via
the platform instructing the removal of your proxy vote.
8. In order for a proxy appointment to be valid a form of proxy
must be completed. In each case the form of proxy and any power of
attorney or other authority under which it is signed (or a
notarially certified copy of such authority) must be received by
Link Group, PXS1, Link Group, Central Square, 29 Wellington Street,
Leeds, LS1 4DL by no later than 11.00 a.m. (GMT) on 26 July
2024.
9. If you return more than one proxy appointment, either by paper
or electronic communication, the appointment received last by the
registrars before the latest time for the receipt of proxies will
take precedence. You are advised to read the terms and conditions
of use carefully. Electronic communication facilities are open to
all Shareholders and those who use them will not be
disadvantaged.
10. The return of a completed form of proxy, electronic filing,
any CREST Proxy Instruction (as described in note 11 below) or
appointment of a proxy via Proxymity will not prevent a Shareholder
from attending the Meeting and voting in person if he/she wishes to
do so.
11.
CREST members who wish to appoint a proxy or
proxies through the CREST electronic proxy appointment service may
do so for the AGM (and any adjournment of the AGM) by using the
procedures described in the CREST Manual (available from
www.euroclear.com). CREST Personal Members or other CREST sponsored members,
and those CREST members who have appointed a service provider(s),
should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their
behalf.
12.
In order for a proxy appointment or instruction
made by means of CREST to be valid, the appropriate CREST message
(a 'CREST Proxy Instruction') must be properly authenticated in
accordance with Euroclear's specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to be received
by the issuer's agent (ID RA10) by 11.00 a.m. (GMT) on 26 July
2024. For this purpose, the time of receipt will be taken to mean
the time (as determined by the timestamp applied to the message by
the CREST application host) from which the issuer's agent is able
to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of instructions to
proxies appointed through CREST should be communicated to the
appointee through other means.
13.
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear
does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system provider(s) are
referred, in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 18(a) of the Uncertificated
Securities Regulations 2005 of the Isle of Man (SD No.
754/05).
14.
Completion and return the Form of Proxy will not
prevent a member from attending the Annual General Meeting and
voting in person.
15.
If you have any questions relating to return of the
Form of Proxy, please contact the Company's registrars via email
at shareholderenquiries@linkgroup.co.uk
or on 0371 664 0300. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines are open between 09.00 - 17.30 (GMT), Monday to Friday
excluding public holidays in England and Wales. Calls may be
recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the proposals
described in this circular nor give any financial, legal or tax
advice.
16.
Every member who (being an individual) is present
in person or (being a corporation) is present by a duly authorised
representative (not being himself a member entitled to vote), shall
on a show of hands have one vote and on a poll every member present
in person or by proxy or (being a corporation) by a duly authorised
representative shall have one vote for each share of which he is
the holder. An ordinary resolution is passed either (i) on a show
of hands by a majority of more than 50 per cent. of the votes cast
by such members as are present and eligible to vote at the relevant
meeting; or (ii) on a poll of members of the Company by a majority
of more than 50 per cent. of the votes cast by members present and
eligible to vote at the meeting.
17.
Pursuant to Regulation 22(1) of the Uncertificated
Securities Regulations 2005 of the Isle of Man (SD No. 754/05), the
Company
has specified that only those members registered on the register of
members of the Company at close of business on 26 July 2024 shall
be entitled to attend and vote at the meeting in respect of the
number of shares registered in their name at that time. Changes to
the register of members after close of business on 26 July 2024
shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
18.
Where a corporation is to be represented at the
Annual General Meeting by a personal representative, such personal
representative must, if requested, provide a certified copy of the
resolution of its directors or other governing body authorising the
appointment of the representative before being permitted to
exercise any power on behalf of the corporation, and the Company
has determined that for these purposes such copy of the resolution
must be deposited at the Company's registered office address not
later than 48 hours before the time appointed for the Annual
General Meeting.
19.
If the Chairman of the Annual General Meeting, as
a result of any proxy appointments, is given discretion as to how
the votes the subject of those proxies are cast and the voting
rights in respect of those discretionary proxies, when added to the
interests in the Company's securities already held by the Chairman,
result in the Chairman holding such number of voting rights that he
has a notifiable obligation under the Disclosure Guidance and
Transparency Rules, the Chairman will make the necessary
notifications to the Company and the UK Financial Conduct Authority
("FCA"). As a result, any member holding 3 per cent. or more of the
voting rights in the Company who grants the Chairman a
discretionary proxy in respect of some or all of those voting
rights and so would otherwise have a notification obligation under
the Disclosure Guidance and Transparency Rules, need not make a
separate notification to the Company and the FCA.
20.
As at 30 June 2024, being the last practicable
date prior to the printing of this Notice of Annual General
Meeting, the Company's issued share capital consisted of
10,494,066,144 ordinary shares carrying one vote each.
21.
Terms defined in the document of which this Notice
form part have the same meaning when used in the Notice including
these notes.
22.
You may not use any electronic address provided in
either this Notice or any related documents (including the form of
proxy) to communicate with the Company for any purposes other than
those expressly stated.
A copy of this Notice and supporting
information can be found on the Company's website at
www.cegplc.com.