7 February 2025
Challenger Energy Group
PLC
("Challenger Energy" or the "Company")
Option Exercise and New Share
Issuance
Challenger Energy (AIM: CEG),
the Atlantic margin focused energy company, announces
that it has received notification from option holders to exercise
options over 840,000 new ordinary shares of 1p each
("Options") in the share capital of the Company (the "New Ordinary
Shares"). All exercise notices relate to Options with an exercise
price of 5 pence per share. Options being exercised are by certain
employees and ex-employees of the Company in respect of their
Tranche A options. No Options are being exercised by any Directors
/ PDMRs of the Company. Accordingly, the Company has today agreed
to issue the New Ordinary Shares to the option holders for an
aggregate cash value of £42,000.
Application for Admission
Application has been made for
admission to trading on the AIM of a total of 840,000 New
Ordinary Shares of 1p each ("Admission"). It is expected
that Admission will be effective on or around 10 February 2025. On
Admission the New Ordinary Shares will rank pari passu with the Company's
existing ordinary shares.
Following Admission, the Company's issued share capital will consist
of 245,721,322 ordinary shares, with each ordinary share
carrying the right to one vote. The Company does not hold any
ordinary shares in treasury. This figure of 245,721,322
ordinary shares may therefore be used by shareholders in the
Company, as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency
Rules.
Total Options & Warrants on Issue
For shareholder's information,
following the exercise of 840,000 million Options, the total number
of remaining options and warrants over ordinary shares in the
Company, and the terms of those options and warrants, will be as
follows:
TABLE A: Consolidated Statement of Options and Warrants on
Issue
|
Holder
|
Options and/or
Warrants Held
|
|
Iain McKendrick - Non-Executive
Chairman
|
560,000 in each of Tranche A, B, C and
D(1)
|
|
Stephen Bizzell - Non-Executive
Director
|
370,000 in each of Tranche A, B, C and
D(1)
|
|
Simon Potter - Non-Executive
Director
|
370,000 in each of Tranche A, B, C and
D(1)
|
|
Robert Bose - Non-Executive Director
|
370,000 in each of Tranche A, B, C and
D(2, 3)
|
|
Eytan Uliel -Executive Director and
CEO
|
1,700,000 in each of Tranche A, B, C and
D(1) and
600,000 in each tranche on revised
terms(2, 3)
|
|
Executives and
Staff (4)
|
960,000 in Tranche A and
1,800,000 in each of Tranche B, C and
D(1)
|
|
"In the money" advisor options
|
21,931,189(5)
|
|
"Out of the money" advisor options
|
24,000(6)
|
Notes:
All share and option figures are stated on a post share
consolidation basis, reflective of the 50:1 share consolidation
that occurred on 8 August 2024.
1) Terms and conditions of Board &
Executive / Staff Options were set out in the Company's
announcement of 7 March 2022, and which are restated here for
shareholder information, as follows:
- Tranche A: exercise
price 5p per share; exercise period of 5 years from
grant; vested.
- Tranche B: exercise price
7.5p per share; exercise period of 5 years from grant;
vested.
- Tranche C: exercise price
11.25p per share; exercise period of 5 years from grant;
unvested, vest once share price of 11.25p achieved and
sustained for a period of 10 consecutive trading
days.
- Tranche D: exercise price
of 15p per share; exercise period of 5 years from grant;
unvested, vest once share price of 15p achieved and sustained
for a period of 10 consecutive trading days.
2) Exercise prices of these
options are as follows:
- Tranche A: exercise price 8p
per share
- Tranche B: exercise price
12p per share
- Tranche C: exercise price
18p per share
- Tranche D: exercise price is
24p per share
3) 50% of these options are
exercisable immediately (but subject to vesting hurdles being
satisfied); 50% only become exercisable on 1 March 2026, unless
accelerated in accordance with their terms.
4) Executive and staff options have been
distributed widely to key members of the executive and operating
staff base, to secure retention and
incentivisation.
5) Since 2018, options and warrants have
been issued to various advisors and financiers as part of agreed
compensation arrangements for services provided / fundraisings.
Many have since expired, and of those that remain the number of
warrants and exercise prices have been readjusted as a result of
share consolidations. Therefore, for shareholder's reference, the
number of options and warrants referred to as 'advisor warrants' in
Table A constitutes an up-to-date, definitive statement of all such
options presently on issue. Of these, 19,831,189 have an exercise
price of 5p each, are vested, and expire in respect of 11,031,189
options on 11/03/2026, in respect of 5,000,000 options on
2/11/2026, and in respect of 3,800,000 options on 1/11/2027. Given
that these are currently vested and 'in the money' it is expected
that they will in due course be exercised in accordance with their
terms, and if all exercised, would result in the issue of
19,831,189 ordinary shares (representing approximately 6.7% of the
Company on a fully diluted basis), and in return for which the
Company would receive cash proceeds of approximately £991,000 /
US$1.3 million. A further 2,100,000 warrants were issued consequent
on the Charlestown investment, valid to 28 May 2026,
exercise price 10p per share (refer to the Company's RNS of 18
April 2024) and, if ultimately these were to become 'in the money'
and exercised, would result in the issue of 2,100,000
ordinary shares (representing approximately 0.8% of the Company on
a fully diluted basis), and in return for which the Company would
receive cash proceeds of approximately £201,000 /
US$280,000.
6) These small number of
"legacy" options that remain valid relate to remuneration provided
in settlement of fees pertaining to financing of the well drilled
in The Bahamas in late 2020. They have an exercise price of 175p
each, are vested, and expire on 01/09/2025. Given the extent to
which these options are 'out of the money', they are expected to
lapse without being exercised.
For further information,
please contact:
|
Challenger Energy Group PLC
Eytan Uliel, Chief Executive
Officer
|
Tel: +44 (0) 1624 647 882
|
|
Zeus - Nomad and Joint Broker
Simon Johnson/Antonio Bossi/Darshan Patel/George Duxberry
|
Tel: +44 (0) 20 3829 5000
|
|
Stifel - Joint Broker
Ashton Clanfield / Callum Stewart /
Simon Mensley
|
Tel: +44 (0) 20 7710 7600
|
|
Gneiss Energy Limited - Financial Adviser
Jon Fitzpatrick / Paul Weidman /
Doug Rycroft
|
Tel: +44 (0) 20 3983 9263
|
|
CAMARCO - Financial PR
Billy Clegg / Georgia Edmonds /
Tomisin Ibikunle
|
Tel: +44 (0) 20 3757
4980
|
|
Jonathan Paterson - Investor Relations
Jonathan.paterson@harbor-access.com
|
Tel: +1 475 477
9401
|
Notes to
Editors
Challenger Energy is an
Atlantic-margin focused energy company, with production,
development, appraisal, and exploration assets in the region.
Challenger's primary assets are located in Uruguay, where the
Company holds two high impact offshore exploration licences,
totalling 19,000km2 (gross) and is partnered with
Chevron on the AREA-OFF 1 block. Challenger Energy is quoted on the
AIM market of the London Stock Exchange.
https://www.cegplc.com
ENDS
