TIDMCHAL
RNS Number : 4667H
Challenger Acquisitions Limited
03 August 2021
NOT FOR RELEASE, PUBLICATON OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN.
3 August 2021
Challenger Acquisitions Limited
('Challenger' or the 'Company')
Acquisition of Cindrigo Energy Limited ("CEL")
Cancellation of Listing
Further to the announcement dated 2 August 2021 (the "Completion
Announcement") that the acquisition of Cindrigo Energy Limited
('CEL') (the "Acquisition") had completed on 30 July 2021,
Challenger Acquisitions Limited (LSE: CHAL) is pleased to further
announce and confirm the details of the terms of the Acquisition,
the allocation and settlement of the consideration, the
pre-acquisition open offer conducted by CEL to provide additional
working capital for its operating subsidiary Cindrigo Limited, the
completion of the settlement of certain loan notes and its future
plans for the integration and development of the Cindrigo
Group.
The Acquisition
Following confirmation by the Takeover Panel that the
Acquisition structure effected by the Plan of Arrangement as
approved by shareholders of CEL (the "Cindrigo Shareholders") and
the Supreme Court of British Columbia, as announced on 15 July
2021, did not cause any obligation on any party to make an offer
for the Company pursuant to Rule 9 of the Takeover Code, which was
the last condition to completion of the Plan of Arrangement,
completion took place at 3pm Pacific time (11pm London time) on
Friday 30 July 2021.
The Company acquired the entire issued share capital of CEL,
being 167,511,596 common shares of no par value, in consideration
of the issue by the Company of 146,572,394 new ordinary shares,
being 875 Challenger shares per 1,000 CEL shares, at an issue price
of GBP0.10 per share, which was satisfied as to 140,370,295 in
ordinary shares issued immediately (the "Consideration Shares")
together with loan notes with a principal value of GBP620,209.91
convertible into 6,202,099 ordinary shares at GBP0,10 per share
(the "Consideration Notes").
The Consideration Notes are zero coupon, unsecured, 10-year
notes, convertible in whole or in part by either the Company or the
Noteholder at any time save where the conversion would trigger a
mandatory offer pursuant to Rule 9 of the Takeover Code, cause the
proportion of the Company's shares considered in accordance with
the Listing Rules to be in public hands to fall below 25% or would
require the production of a prospectus.
All the loan notes were issued to Danir AB. Had it taken all its
consideration in ordinary shares, Danir AB would have acquired 30%
or more of the issued share capital and voting rights in the
Company therefore, in order to avoid a Rule 9 mandatory offer,
Danir AB was issued with shares representing 29% of the issued
share capital of the Company after the Acquisition and the balance
of its consideration in Consideration Notes.
The Consideration Shares were allotted by resolution of the
Challenger Board and will be settled by the Company's registrars.
Share certificates are, subject to the information referred to
below, expected to be dispatched on 20 August 2021 and CREST
accounts credited, for those who elected to hold their entitlement
of Consideration Shares in the CREST system, by 27 August 2021.
After the issue of the Consideration Shares and if the
Consideration Notes were converted in full, the Cindrigo
shareholders would together hold nearly 96.5% of the issued shares
of the Company. The Company will be contacting all its new
shareholders in the coming days to clarify whether they wish to
receive a share certificate or would prefer to hold their shares in
electronic form.
Following completion of the Acquisition and the registration of
the transfers of the Cindrigo Shares to the Company, CEL became a
direct wholly-owned subsidiary of the Company and CEL's subsidiary
Cindrigo Limited, became an indirect wholly-owned subsidiary of the
Company.
The resolution to change the name of the Company to "Cindrigo
Holdings Limited" passed at the extraordinary general meeting held
on 21 June 2021 and was conditional upon the completion of the
Acquisition which has now been satisfied. The name of the Company
will change upon confirmation of the name change by the Guernsey
Companies Registry whom the Company has already contacted to
progress the change of name.
Settlement of Existing Loan Notes
As previously announced, the Company has reached agreement with
the holders of existing convertible loan notes, that the principal
amount of such notes and all accumulated but unpaid interest, would
be settled by the issue of new ten-year, zero coupon unsecured
convertible loan notes with a face value equal to the principal
amount only of the existing loan notes. Two series of loan notes
were constituted for this purpose. Series 1 have a principal amount
of GBP700,000 and are convertible at GBP0.6417 per share and Series
2 have a principal amount of GBP1,000,000 and are convertible at
GBP0.5458 per share. The Noteholders or the Company can convert at
any time, subject to the same three conditions as the Consideration
Notes and, in the case of conversion by the Company, subject to the
Company being listed on a stock exchange or other public market at
the time of conversion. The Company intends to convert all Series 1
and Series 2 notes at the time its ordinary shares are readmitted
to listing following the approval of a prospectus and a successful
readmission application.
One of the Noteholders also holds GBP52,000 in another series of
loan notes issued in September 2020 which converted automatically
on completion of the Acquisition at approximately GBP0.2667 per
share and the Company will shortly issue 194,931 new ordinary
shares in respect of the conversion.
CEL Open Offer
As announced on 17 June, prior to completion of the Acquisition,
CEL made an open offer to invite the Cindrigo Shareholders to
subscribe for further shares in CEL at GBP0.10 per share. The open
offer was oversubscribed and CEL issued 20,939,202 new shares
raising GBP2,093,920 which will be provided to Cindrigo Limited for
working capital purposes.
Danir AB had agreed to take up to GBP1.5m of the shares on offer
but, as one of the objectives of the open offer was to give other
Cindrigo shareholders the opportunity to subscribe for shares at
the average price at which Danir had subscribed historically, Danir
agreed to scale back its participation to zero, to allow excess
subscriptions by other shareholders to be satisfied.
The resulting increase in the number of shares in CEL that were
acquired by the Company did not affect the number of Consideration
Shares or Consideration Notes issued by the Company which was as
stated earlier in this announcement and as previously
announced.
Reorganisation
It is intended that in the following days, CEL and Cindrigo
Limited will enter into an assignment and assumption agreement
whereby the assets and liabilities of CEL, other than the shares in
Cindrigo Limited, will be transferred to Cindrigo Limited. This
will eliminate the approximately GBP4.2m intercompany balance due
from Cindrigo Limited to CEL.
After the assignment and assumption, CEL will transfer the
entire issued share capital of its wholly-owned subsidiary,
Cindrigo Limited to the Company by way of a dividend in specie and
Cindrigo Limited will become a direct, wholly-owned subsidiary of
the Company.
After the above transactions, CEL will be wound up and
dissolved, which the Company is advised can be completed in a
matter of days under the laws of British Columbia. After its
dissolution, CEL will cease to be part of the Company's Group.
The above transactions (together the "Reorganisation") are
expected to be concluded in the next two weeks.
Cancellation of Listing
The Company is pleased to provide an update on the timing for
the cancellation and re-admission of its ordinary shares to
listing. In the Completion Announcement the Company indicated that
it intended to discuss the cancellation of the Company's listing
pursuant to Listing Rule 5.6.19 with the FCA, pending the approval
of a prospectus and a successful application for readmission and
that a further announcement on the outcome of those discussions and
the timing of any cancellation will be made.
Since that time, the FCA has confirmed that, where an
application for readmission is intended, the cancellation of the
Company's listing should be simultaneous with the relisting of the
Company's shares and will happen automatically at that time. The
Company therefore no longer intends to make an application for the
cancellation of its listing at the present time and the
cancellation will now take place at a later date, yet to be
determined, that will coincide with the re-admission of the shares
to listing.
Re-admission Application
The Company intends for the enlarged group, being the Company
and Cindrigo Limited (and its subsidiaries) after the completed
Acquisition and the Reorganisation and dissolution of CEL (the
"Enlarged Cindrigo Group"), to make an application for admission to
the Official List of the London Stock Exchange (by way of a
Standard Listing under Chapter 14 of the Listing Rules) and to
trading on the London Stock Exchange's Main Market for listed
securities (the "Listing Application").
The Company is actively working to progress the Listing
Application, including seeking approval of a prospectus for the
Enlarged Cindrigo Group (the "Prospectus") a number of drafts of
which have already been submitted and the Company is currently
responding to the FCA's comments on the latest submission. Subject
to the approval of the Prospectus, the Company meeting the
eligibility for listing requirements to the FCA's satisfaction, and
the process being concluded expeditiously and its application for
readmission thereafter being successful, the Company now expects
the re-admission of its ordinary shares will occur towards the end
of August or in September 2021, but the Company is not able to
guarantee that readmission will take place within that time frame
or at all.
The Company will continue to update the market as and when
appropriate.
**ENDS**
For more information visit www.challengeracquisitions.com or
enquire to:
Challenger Acquisitions Limited
Lars Guldstrand +44 (0) 7408 861 667
St Brides Partners Ltd (PR)
Frank Buhagiar/Cosima Akerman +44 (0) 20 7236 1177
Cindrigo Limited
Mustaq Patel +44 (0) 7408 886 668
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END
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