New Agreement for RTO of Cindrigo Energy Limited

RNS Number : 2978C

Challenger Acquisitions Limited

17 June 2021

 

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

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

For immediate release 

Challenger Acquisitions Limited

('Challenger' or the 'Company')

New Agreement for the Reverse Takeover of Cindrigo Energy Limited

Challenger Acquisitions Limited (LSE: CHAL) is pleased to announce that it has entered into a new arrangement agreement (the 'New Agreement') with Cindrigo Energy Limited ('Cindrigo')regarding the acquisition of Cindrigo , a group that is 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 New Agreement was required due to the invalidation of settlement agreements reached with existing noteholders as a consequence of the arrangement agreement with Cindrigo announced on 9 March 2020 (the 'Previous Agreement').  Additionally, since 9 March Cindrigo has resolved to make an open offer (the 'Open Offer') to its shareholders and any shares issued pursuant to the Open Offer would not have been covered by the Previous Agreement.

New arrangement agreement regarding the acquisition of Cindrigo Energy Limited

The terms of the New Agreement are substantially the same as those announced on 9 March and Cindrigo will propose a new plan of arrangement ('PoA') under the laws of British Columbia, Canada to give effect to the New Agreement and the acquisition of Cindrigo by the Company as the previous plan, which was approved by Cindrigo shareholders but not implemented.

Cindrigo has today sent details of the Open Offer to its shareholders.  The Open Offer is currently open for subscriptions and will potentially raise up to £2.1m of which £1.5m is already committed. These funds will be used to settle loans from Cindrigo's largest shareholder and will provide working capital to fund the waste-to-energy project of Cindrigo's UK subsidiary. 

The Company will issue the same number of shares to Cindrigo shareholders as under the Previous Agreement and PoA notwithstanding the enlarged share capital of Cindrigo being acquired.  The Company's existing shareholders will not be diluted more than under the Previous Agreement or the offer for the proposed acquisition of Cindrigo's UK subsidiary, which lapsed on 26 February.

Publication of prospectus

As previously announced, the completion of the acquisition of Cindrigo would constitute a reverse takeover under the Listing Rules. Therefore, the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange will remain suspended pending either completion of the acquisition, at which time the listing will be cancelled, or a further announcement should the RTO not proceed.  The Company is currently going through the process to seek the approval by the FCA for the publication of a prospectus in connection with a proposed application for readmission of the enlarged share capital of the Company after the acquisition to the Official List and to trading on the Main Market of the London Stock Exchange.  The Board of the Company will update the market further on the acquisition of Cindrigo and the relisting process as and when it is necessary.  

New settlement terms with its existing Loan Noteholders

The Company has agreed new settlement terms with its existing Loan Noteholders regarding the settlement, conditional upon the acquisition of Cindrigo completing by 31 July 2021, of their existing Loan Notes and accrued but unpaid interest in Challenger.  Under the new settlement terms, Loan Noteholders will be issued with new zero-coupon convertible loan notes which are intended to be converted by the Company on readmission into the same number of shares as under the settlement previously agreed with the noteholders in connection with the proposed acquisition of Cindrigo Limited (UK).  The other existing Challenger shareholders will not be diluted further than under the previously announced proposed settlement.

Lars Guldstrand, Challenger's CEO, said,   "Although this process has taken longer than originally anticipated, the Board and I are satisfied that this new agreement we have entered into is the best possible deal for Challenger's shareholders and is one that will eventually lead to the successful reverse takeover of Cindrigo.  I would like to thank the Board and Management team for their work contributing towards this achievement and look forward to providing further updates regarding the Agreement in due course."

**ENDS**

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

St Brides Partners Ltd (PR)
Frank Buhagiar / Cosima Akerman	[phone]
Challenger Acquisitions Ltd   Jorgen Andersson   Cindrigo Limited	[phone]
Mustaq Patel	[phone]

 

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