LONDON: Challenger Acquisitions Limited 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.
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.
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 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.”
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