CHAL Cindrigo Holdings Limited

TIDMCHAL

RNS Number : 6096R

Challenger Acquisitions Limited

09 March 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

For immediate release 09 March 2021

Challenger Acquisitions Limited

('Challenger' or the 'Company')

Acquisition of Cindrigo Energy Limited

Challenger Acquisitions Limited (LSE: CHAL) announces that further to the announcement of 1 March 2021 concerning the lapse of the offer by the Company in respect of the acquisition of the shares of Cindrigo Limited (the 'Offer'), Challenger has entered into an agreement with Cindrigo Energy Limited ('CEL') in respect of an alternative proposal involving the acquisition of CEL whilst it remains the 100% parent of Cindrigo Limited (the 'Acquisition'). Cindrigo Energy Limited is part of a group of companies pursuing renewable energy projects built on broad Swedish expertise and experience in the waste to energy and biomass energy sector (see www.cindrigo.com).

The Acquisition will proceed pursuant to a new Plan of Arrangement under the British Columbia Business Corporations Act (the 'PoA'). The terms of the Acquisition and the PoA are set out in an agreement made between Challenger and CEL on 5 March 2021 (the 'Arrangement Agreement').

The Arrangement Agreement details that Challenger will acquire each share in the issued share capital of CEL in exchange for one new share issued by Challenger except to the extent that the issue of such shares to any Cindrigo Shareholder or group of Cindrigo Shareholders deemed to be acting in concert, would trigger an obligation to make an offer pursuant to Rule 9, in which case convertible loan notes will be issued in respect of such number of shares as would take the interest of any Cindrigo Shareholder and those acting in concert with them to 30% or more. As a result of the proposed exchange the current shareholders of CEL would hold some 96.5% of the enlarged issued share capital of Challenger, if all loan notes were to be converted, as with the previously proposed acquisition of Cindrigo Limited, the Acquisition constitutes a reverse takeover for the Company pursuant to Listing Rule 5.6. The FCA can cancel the Company's listing on completion of the Acquisition.

It is anticipated that in due course the shares of Cindrigo Limited will be distributed to Challenger following completion of the Acquisition and CEL will then be liquidated.

The Company intends to make an application for its enlarged ordinary share capital to be readmitted to the standard segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange and, for that purpose, has in contemplation of the Acquisition becoming unconditional, filed a draft prospectus with the Financial Conduct Authority ('FCA') for approval.

The Company expects shortly to issue a Notice of General Meeting to its shareholders in order to obtain the approval set out in paragraph 4 below.

CEL has today issued a Notice of General Meeting to its shareholders in respect of a shareholders meeting to obtain the required approvals set out in paragraph 1 below.

Lars Guldstrand, Challenger's CEO, said, "Both the Company and Cindrigo remain committed to the acquisition of the business of Cindrigo Limited by Challenger. We will work together to implement the terms of the Arrangement Agreement as soon as practicable and thereafter to achieve the readmission of the Company's enlarged share capital to trading on the Main Market of the London Stock Exchange."

Further information

The Arrangement Agreement is conditional upon:-

1. The approval of the PoA by a special majority of the shareholders of CEL ('Cindrigo Shareholders').

   2.    The approval of the PoA by the Supreme Court of British Columbia. 
   3.    The UK Panel on Takeovers and Mergers having confirmed: 

a. the extent and identity of any Cindrigo Shareholders considered by them to be acting in concert; and

   b.    that: 

i. the issuance of Convertible Loan Notes as proposed in the PoA will be effective to prevent a requirement for a mandatory offer by any Cindrigo Shareholder(s) pursuant to Rule 9 of the UK City Code on Takeovers and Mergers ('Rule 9') arising as a result of the Acquisition and the issue of Challenger Shares to the Cindrigo Shareholders; or

ii. the successful implementation of other proposals put forward by the Company, with the consent of the Panel, in order to obtain a dispensation in respect of any requirement to make an offer pursuant to Rule 9.

4. The approval of the shareholders of the Company of resolutions to (i) authorise the directors of the Company to allot the required consideration shares to complete the Acquisition and (ii) change the name of the Company to Cindrigo Holdings Limited on completion of the Acquisition.

Change of Auditor

At the request of the directors of the Company, Crowe UK LLP has resigned as the auditors of the Company and Macalvins Chartered Accountants and Statutory Auditors ('Macalvins') have accepted the appointment as the new auditors of the Company. The appointment of Macalvins for the current financial year will require ratification at the next Annual General Meeting of the Company. The letter of resignation of Crowe UK LLP contained a statement that there were no circumstances that they considered should be brought to the notice of members or creditors of the Company.

**ENDS**

For more information visit www.challengeracquisitions.com or enquire to:

 
  St Brides Partners Ltd (PR) 
  Frank Buhagiar / Cosima Akerman    +44 (0) 20 7236 1177 
 
   Challenger Acquisitions Ltd 
   Jorgen Andersson 
 
   Cindrigo Limited                    +46 (0) 76 871 6373 
  Mustaq Patel                       +44 (0) 7408 886 668 
 

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