TIDMCINH
RNS Number : 5530F
Cindrigo Holdings Limited
10 July 2023
NOT FOR RELEASE, PUBLICATION OR DISRIBUTION DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN
10 July 2023
Cindrigo Holdings Limited
("Cindrigo " or the "Company]
Final Results and Danir AB Finance
2022 Full Year Accounts
Cindrigo Holdings Limited (LSE: CINH) is pleased to announce
that its audited accounts for the year ended 31 December 2022 have
been approved and extracts are attached to this announcement and
available in full on the Company's website at www.cindrigo.com
.
The Company apologises for the delay in publishing these
accounts which arose as a result of a misunderstanding regarding
whether or not the Company was a Public Interest Entity. This
misunderstanding has been resolved with the assistance of the
Financial Reporting Council in the UK and the Regulator in Guernsey
where the Company is incorporated.
GBP1 million Convertible Loan
Cindrigo is also pleased to announce that it has entered into an
agreement with its largest shareholder, Danir AB ("Danir"), to
invest a further GBP1,000,000 in the Company to provide additional
working capital for the continuing development of its geothermal
power plant in Northern Croatia.
The investment is by way of a four-year Convertible Loan Note
("CLN") and attracts a fee equating to annual compound interest at
a rate of 12 per cent per annum. The fee will be paid on completion
of the loan. The Company has created and issued to Danir
GBP1,573,519 interest free unsecured CLNs. The CLN is convertible
into ordinary shares of the Company at a fixed price of GBP0.70 per
share.
The CLN should enable the Company to provide a clear working
capital statement in the Prospectus that it is preparing to support
its application to relist its enlarged share capital of the Company
on the Main Market of the London Stock Exchange.
A further announcement on the relisting will be made in due
course.
**S**
For more information please contact
Cindrigo Holdings Limited
Lars Guldstrand (CEO) +44 (0) 7408 861 667
St. Brides Partners (PR)
Catherine Leftley, Paul Dulieu +44 (0) 20 7236 1177
Extracts from the Audited Accounts for the year ended 31
December 2022 are set out below:
CEO's Statement
For Cindrigo Holdings Group (formerly Challenger Acquisitions
Limited the "Company ") the year 2022 was a year of material
change
Initially formed in November 2014 to undertake one or more
acquisitions in the entertainment and leisure sectors with a
particular focus on the attractions sector. With none of the
proposed projects coming to fruition the company looked for
alternative activity.
The Company had been looking for suitable projects and believed
the energy sector, in particular renewable energy, was an
attractive sector in which to focus its development. In 2021 it
completed the acquisition of Cindrigo Energy Limited and its wholly
owned subsidiary Cindrigo Limited. The companies acquired were part
of a group of companies (the "Group") pursuing renewable energy
projects, initially in the Ukraine, built on cooperation with China
Energy a world leader in energy development in combination with a
broad Swedish expertise and experience in the waste to energy and
biomass energy sector.
Strategic and Operational Review
Due to the situation in Ukraine, the Group suspended its
projects in Ukraine in February 2022. In anticipation of the
development of the troubles in Ukraine the Company has since the
middle of 2022 concentrated its efforts in the geothermal sector.
The Group acquired an option in November 2021 to acquire the entire
issued share capital of Energy Co-invest Global Corp. ("ECG"), a
renewable energy developer based in Canada with geothermal
opportunities and assets primarily in Iceland and Croatia. This
option was exercised in March 2022 with ECG being a platform for
the Group's geothermal business and the continued development and
pursuit of geothermal opportunities, primarily in Central Europe
ECG also held 48% of the issued share capital of GEG a geothermal
specialist based in Iceland with potential project in Chile and
Kenya.
In June 2022 the Group via its wholly owned subsidiary Cindrigo
Geothermal Limited acquired 90% of the issued share capital of EES
Dravacel Energetika d.o.o.('Dravacel'), a Croatian incorporated
company, which held and continues to hold a geothermal exploration
licence in respect of 57.9 km2 in Slatina, northern Croatia ('CCP
Slatina' or the 'Project'), believed to be suitable for geothermal
development (the 'Acquisition'). Dravacel has the permits necessary
to implement a well-defined drilling programme to access the
geothermal heat resources.
The Group's Board of Directors reflects the industry expertise
necessary to pursue this opportunity.
Acquisition of Cindrigo Energy Limited
On 30 July 2021 , the Group acquired Cindrigo Limited and
Cindrigo Energy Limited, which were part of a group of companies
pursuing renewable energy projects in the Ukraine.
The acquisition constituted a reverse takeover for the Company
.
The entire issued share capital of Cindrigo Limited has been
distributed to the Company by Cindrigo Energy and following such
distribution Cindrigo Energy Limited has been dissolved.
Cindrigo Holdings Limited (as the Company has been renamed) is
in the process of preparing an application to the FCA for its
enlarged ordinary share capital to be readmitted to the standard
segment of the Official List of the London Stock Exchange and to
trading on the Main Market of the London Stock Exchange.
Board of director changes
There have been no changes in the Board of Directors during the
financial year ended 31 December 2022.
Investments
The Group holds two investments from previous ventures on the
statement of financial position which are fully impaired.
Dallas, Texas investment
In January 2019, the Group agreed to sell its US$300,000
investment in the Odyssey of Texas back to the original developers
in tranches over the course of 2019. To date, the Group has
received US$275,000 of the principal sum and US$7,625 of the
interest. The remaining balance of US$25,000 is still outstanding
and being pursued by the Group, however given the uncertainty of
the recoverability of this balance in has been impaired in
full.
New York Wheel equity units
The Group retains an equity unit in this project. Since the
value of these units relates directly to the stalled project on
Staten Island, there is no carrying value on the balance sheet for
this investment. The Group has transferred one of the equity units
to a loan note holder as part of a settlement on existing loan
notes.
Cindrigo Limited Investment
To complete the acquisition of Cindrigo Energy Limited and
Cindrigo Limited the Group issued 140,449,800 new ordinary shares
and convertible loan notes with a principal value of GBP612,259.41
convertible into up to 6,122,594 new ordinary shares at GBP0.10 per
share as consideration for the acquisition.
In accordance with IFRS the transaction is recorded as an
investment in the accounts of the Group which eliminates on
consolidation.
Cindrigo Energy Limited held a 100% investment in Cindrigo
Limited which in turn held a 99% investment in Kyiv Power BTS LLC a
company incorporated in Ukraine. This company would have acted as
the holding company for the operations to build and operate waste
to energy plants in contracts with the Ukrainian government. Given
the invasion of Ukraine by the Russian Federation in February 2022
all operations in Ukraine were suspended indefinitely and
accordingly there is uncertainty about whether the investment is
recoverable. Accordingly in the company only accounts of Cindrigo
Holdings Limited the investment has been fully impaired. This
impairment does not impact the net assets of the group as the
investment is eliminated in the consolidation for the Cindrigo
Group financial statements.
Other important events post reporting period, is that the
Company has signed Framework agreement with Petroline a company
based in the Abu Dhabi UAE regarding project funding (contingent on
Due Diligence) and Kaishan, a Singapore based company for full turn
key EPC contract, to be finalized in specific contract for Croatia
1 (Slatina 3). The Group's largest shareholder have also provided
additional GBP1million of working capital, the funds were received
in April 2023.
Current priority is to raise and finalise Project development
funds for the Dravacel /Croatia 1 project, to move the project
forward, while also evaluate additional licenses primarily in
Europe, to strengthen the portfolio.
On behalf of the new Cindrigo Holdings Board, we would like to
take this opportunity to thank our shareholders and note holders
for their patience and support during another challenging year.
Lars Guldstrand
Chief Executive Officer
Date : 9 July 2023
Financial Review
Overview
The Group posted a loss in the year under review as a result of
administrative expenses and cost of interest on the convertible
loan notes. There was no revenue for the year ended 31 December
2022.
Profit for the year
For the year, the Group recorded a loss of GBP2,467k (2021 loss:
of GBP2,016k). and administrative expenses of GBP1,780k (2021:
GBP1,981k). The key components of administrative expenses in the
group financial statements include GBP270K in legal fees, GBP285K
in consulting fees, GBP155k in professional and GBP266K in travel.
The biggest cost driver was the GBP97k (2021: GBP204k) in accrued
interest and finance costs for the outstanding convertible notes.
The Group reports a total consolidated comprehensive loss of
GBP2,467k (2021 loss: GBP2,016k).
Balance Sheet
The total amount of assets on the balance sheet as per the
balance sheet date is GBP1,941k (2021: GBP2,425k). In addition, the
Group shows cash and cash equivalents of GBP690k (2021: GBP1,562k)
and trade and other receivables of GBP402k (2021: GBP863k).
A mix of equity and convertible notes has financed these assets.
The equity at the balance sheet date amounted to (GBP779k) (2021:
GBP1,335k) and the liabilities were GBP2,720k (2021:
GBP1,090k).
Cash flow
Cash used in operations totalled GBP1,991K (2021:
GBP1,922k).
Closing cash
As at 31 December 2022, the Group held GBP690k (2021: GBP1,562k)
in the bank accounts.
Simon Fawcett
Chief Financial Officer
Date : 09 July 2023
Consolidated Statement of Comprehensive Income
The statement of comprehensive income is set out below.
Year ended Year ended
31 December 31 December
2022 2021
Note GBP'000 GBP'000
Administrative expenses (1,780) (1,811)
Other operating income 10
Operating profit / (loss) (1,770) (1,811)
Amounts written off investments - -
Finance costs 12 (97) (204)
------------- -------------
Profit / (Loss) before income taxes (1,867) (2,016)
Income tax expense 16 - -
------------- -------------
Profit / (Loss) after taxation (1,867) (2,016)
Profit / (Loss) for the year (1,867) (2,016)
Share of Profit / (loss) in associate (603) -
Share of (Profit) / loss attributable
to Non-controlling interest 3 -
------------- -------------
Total comprehensive profit / (loss)
attributable to owners of the parent (2,467) (2,016)
------------- -------------
Earnings / (Loss) per share:
Basic from continuing operations 17 (0.017) (0.014)
Diluted from continuing operations 17 (0.017) (0.014)
Consolidated Statement of Financial Position
The statement of financial position as at 31 December 2022 is
set out below:
As at 31 As at 31
December December
2022 2021
Note GBP'000 GBP'000
Assets
Non - current assets
Property, plant and equipment 6 622 -
Intangible Assets 7 227 -
Current assets
Cash and cash equivalents 8 690 1,562
Trade and other receivables 9 402 863
Investments 10 - -
---------- ----------
Total current assets 1,941 2,425
---------- ----------
Total assets 1,941 2,425
========== ==========
Equity and liabilities
Capital and reserves
Share capital account 8 12,038 11,879
Equity component of convertible
instruments 3,456 3,275
Retained earnings (16,270) (13,818)
Non-controlling Interests (3) -
Total equity attributable to equity
holders (779) 1,335
---------- ----------
Current liabilities
Borrowings 11 2,407 889
Trade and other payables 13 313 201
---------- ----------
Total current liabilities 2,720 1,090
---------- ----------
Total equity and liabilities 1,941 2,425
========== ==========
Consolidated Statement of Changes in Equity
The statement of changes in equity is set out below:
Equity
Share component
Capital of convertible Retained
account instruments earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2021 8,394 106 (10,909) (2,409)
Profit for the
year
Total comprehensive
loss for the
year - - (2,016) (2,016)
-------- --------------- ---------- -------
Transaction
with owners
Proceeds from
Issue of shares 3,485 - - 3,485
Conversion of
loan notes to 3,169
equity instruments - 3,169 - -
Other movements
in equity - - (892) (892)
As at 31 December
2021 11,879 3,275 (13,818) 1,335
-------- --------------- ---------- -------
Equity
Share component Non controlling
Capital of convertible Retained interest
account instruments earnings Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2022 11,879 3,275 (13,818) - 1,335
Profit for the
year
Total comprehensive
loss for the
year (2,467) - (2,467)
-------- --------------- ---------- --------------- -------
Transaction
with owners
Proceeds from
Issue of shares
Conversion of
loan notes to
equity instruments 181 - 181
Other movements
in reserve 15 - 15
Other movements
in equity
- 159
Amounts attributable
To NCI 159 (3) (3)
As at 31 December
2022 12,038 3,456 (16,270) (3) (779)
-------- --------------- ---------- --------------- -------
Share capital comprises the Ordinary Shares issued by the
Group.
Retained earnings represent the aggregate retained losses of the
Group since incorporation.
Equity component of convertible instruments represents the
equity element of instruments with a convertible element.
Consolidated Statement of Cash Flows
The cash flow statement is set out below:
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
Cash flow from operating activities
Loss for the period before taxation (2,473) (2,016)
Premium paid on convertible loan note -
repayment
Net unrealised FX effect -
Interest 97 204
-------------- --------------
Operating cash flows before movements
in working capital (2,564) (2,220)
(Increase)/Decrease in receivables 461 569
Decrease in accounts payable and accrued
liabilities 112 (271)
-------------- --------------
Net cash used in operating activities (1,991) (1,922)
Fixed assets investment (849) -
Payback from investments - -
Net cash outflow from investing activities (849) -
Changes in borrowings/convertible instruments 1,615 -
Equity component of convertible instruments 181 -
Other movements in equity/ Minority interest 172 3,485
Funding received from Cindrigo Limited - 70
--------------
Net cash inflow from financing activities 1,968 70
Net decrease in cash and cash equivalents (872) 1,562
Cash and cash equivalent at beginning
of period 1,562 5
Cash and cash equivalent at end of period 690 1,562
Notes to the consolidated financial statements
1. General information
The Group was incorporated under section II of the Companies
(Guernsey) Law 2008 on 24 November 2014, it is limited by shares
and has registration number 59383.
The Group had an investment of US$3m in New York Wheel Investor
LLC, a Group that was set up to fund the equity component for the
project to build a New York Wheel which includes an approximate 630
foot high observation wheel with 36 capsules, a 68,000 square foot
terminal and retail building, and a 950 space parking garage. This
investment was fully impaired as a result of the termination of the
project and litigation between New York Wheel Investor LLC and one
of the primary contractors. One share with a nominal value of US$1m
was given to the former Starneth owners to pay the debt resulting
from the second tranche of the purchase contract. The Group entered
into an investment into the Dallas Wheel project. The investment
was sold in 2019 for consideration of US$300k of which US$275k was
received however no further sums have been received since. Given
the uncertainty as to whether the project will ultimately proceed t
he fair value of the Dallas wheel investment was fully impaired as
at year end.
On the 30 July 2021 , the Group completed its reverse takeover
of Cindrigo Limited and Cindrigo Energy Limited, which are part of
a group of companies that were pursuing renewable energy projects
in the Ukraine and Central Europe.
The Group entered into an agreement with Cindrigo Energy Limited
in respect of a achieving the acquisition of Cindrigo Energy
Limited and its wholly owned subsidiary Cindrigo Limited. The
Acquisition proceeded pursuant to a new Plan of Arrangement under
the British Columbia Business Corporations Act. Under the
arrangement the Group acquired each share in the issued share
capital of Cindrigo Energy Limited in exchange for 0.875 new shares
issued by the Group. As a result of the exchange the former
shareholders of Cindrigo Energy Limited acquired 96.5% of the
enlarged issued share capital of the Group on a fully diluted basis
if all consideration loan notes had been converted.
The Acquisition constituted a reverse takeover for the
Company.
The Group is making 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.
The Group's registered office is located at PO Box 186, Royal
Chambers, St Julian's Avenue, St. Peter Port, Guernsey GY1 4HP,
Channel Islands.
2. Significant Accounting Policies
Basis of preparation
The consolidated financial statements of Cindrigo Holdings
Limited (formerly Challenger Acquisitions Limited) for the year
ended 31 December 2022 have been prepared in accordance with
International Financial Reporting Standards as adopted by the EU
(IFRS's as adopted by the EU), issued by the International
Accounting Standards Board (IASB), including interpretations issued
by the International Financial Reporting Interpretations Committee
(IFRIC) applicable to the companies reporting under IFRS.
The preparation of consolidated financial statements in
conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the consolidated financial statements are disclosed
in note 3.
The financial information has been presented in British Pound
(GBP), being the functional currency of the Group.
Basis of consolidation
The consolidated financial statement incorporates the results of
the Group and its wholly owned subsidiaries:
The Group conducts its operational business through the
Company's wholly-owned subsidiary, Cindrigo Limited (UK).
All inter-company, investments, balances, transactions, income
and expenses and profits and losses resulting from inter-company
group transactions are eliminated in full on consolidation.
Unrealised losses are also eliminated when the transaction provides
evidence of an impairment of the asset transferred.
The following company's are consolidated into the Group
financial statements:
Country
of Nature of Method of
Name of Company incorporation operations % owned Consolidation
-------------------- --------------- ------------ -------- -------------------
Cindrigo Limited U.K Cost Centre 100% Full consolidation
-------------------- --------------- ------------ -------- -------------------
Cindrigo Geothermal Holding 100% Full consolidation
Limited U.K company
-------------------- --------------- ------------ -------- -------------------
Dravacel Energetika Geothermal 90% Full consolidation
doo Croatia energy
-------------------- --------------- ------------ -------- -------------------
Energy Co-Invest Holding 100% Full consolidation
Global Canada company
-------------------- --------------- ------------ -------- -------------------
GEG efh Geothermal 48% Equity accounting
Iceland energy
-------------------- --------------- ------------ -------- -------------------
Kyiv Power BTS LLC Holding 99% Full consolidation
Ukraine company
Going concern
At 31 December 2022 the Group had net liabilities of (GBP779k).
The consolidated financial statements have been prepared on the
assumption that the Group will continue as a going concern. Under
the going concern assumption, an entity is ordinarily viewed as
continuing in business for the foreseeable future with neither the
intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.
In assessing whether the going concern assumption is appropriate,
the Directors take into account all available information for the
foreseeable future, in particular for the twelve months from the
date of approval of the financial information.
The Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the
foreseeable future
In April 2023 the company secured a further GBP1,000k in
financing from a major shareholder in the group and the funds have
been received at the date of the issue of the financial
statements.
Additionally, the Group has warrant options with existing
convertible loan note holders worth up to GBP6,000k when the Group
completes its listing. The Group also has the option to reduce
staff costs which are principally fees and consulting costs payable
to the directors to preserve working capital.
The directors have prepared cashflow forecasts until the year
ended December 2024 and consider that the company has sufficient
working capital.
The Directors' objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders. At the date of this financial information, the Group
had been financed from equity and convertible notes. In the future,
the capital structure of the Group is expected to consist of
convertible notes and equity attributable to equity holders of the
Group, comprising issued share capital and reserves.
New standards, interpretations and amendments effective from 1
January 2022
There were no new standards or interpretations effective for the
first time for periods beginning on or after 1 January 2022 that
had a significant effect on the Group's consolidated financial
statements.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective.
The directors do not expect that any of these standards and
interpretations will have a material impact on the consolidated
financial statements of the Group.
Segment Reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker
"CODM" takes the form of the board of directors. The Directors are
of the opinion that the business of the Group comprised a single
activity, being the identification and acquisition of target
companies or businesses in the energy sector.
Foreign Currency Translation
Functional and presentation currency
Items included in the consolidated financial statements are
measured using the currency of the primary economic environment in
which the entity operates ('the functional currency'). The
consolidated financial statements are presented in British Pounds
(GBP), which is Cindrigo Holdings functional and presentation
currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation of monetary assets and
liabilities denominated in foreign currencies at year end exchange
rates are generally recognised in profit or loss. Foreign exchange
gains and losses are presented in the statement of profit or loss,
within finance income or finance costs.
Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date when
the fair value was determined. Translation differences on assets
and liabilities carried at fair value are reported as part of the
fair value gain or loss. For example, translation differences on
non-monetary assets and liabilities such as equities held at fair
value through profit or loss are recognised in profit or loss as
part of the fair value gain or loss and translation differences on
non-monetary assets such as equities classified as
available-for-sale financial assets are recognised in other
comprehensive income.
Fair value of assets
Assets are tested for fair value whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. A reduction in fair value is recognised for the amount
by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair
value less costs of disposal and value in use. For the purposes of
assessing fair value, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups
of assets (cash-generating units). Non-financial assets other than
goodwill that suffered a significant reduction in fair value are
reviewed for possible reversal of the significant reduction in fair
value at the end of each reporting period.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows,
cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank
overdrafts. Bank overdrafts are shown within borrowings in current
liabilities in the balance sheet.
Investments and other financial assets
Recognition and derecognition
Regular way purchases and sales of financial assets are
recognised on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred
substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Group measures a financial asset at
its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at fair value through profit or
loss are expensed in profit or loss.
The Group's investments in corporate debt securities which are
held within a business model whose objective is achieved both by
collecting contractual cash flows and by selling securities are
classified as held at fair value through profit or loss
(FVTPL).
Investments in equity securities have been classified as
measured at FVTPL.
Interest income from financial assets at fair value through
profit or loss is included in the net gains/(losses). Interest on
financial assets held at amortised cost, calculated using the
effective interest method is recognised in the statement of profit
or loss as part of revenue from continuing operations.
Impairment of financial assets
Financial assets are assessed for indicators of decline in fair
value at the end of the reporting period. The Group recognises an
allowance for expected credit losses (ECLs) for all debt
instruments not held at fair value through profit or loss. ECLs are
based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group
expects to receive, discounted at an approximation of the original
effective interest rate.
For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required
for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a lifetime ECL).
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised (such as an
improvement in the debtor's credit rating), the reversal of the
previously recognised impairment loss is recognised in profit or
loss.
Income recognition
Interest income
Interest income is recognised using the effective interest
method. When a receivable is impaired, the Group reduces the
carrying amount to its recoverable amount, being the estimated
future cash flow discounted at the original effective interest rate
of the instrument and continues unwinding the discount as interest
income. Interest income on impaired loans is recognised using the
original effective interest rate.
Trade and other payables
These amounts represent liabilities for goods and services
provided to the Group prior to the end of financial year which are
unpaid. The amounts are unsecured and are usually paid within 30
days of recognition. Trade and other payables are presented as
current liabilities unless payment is not due within 12 months
after the reporting period. They are recognised initially at their
fair value and subsequently measured at amortised cost using the
effective interest method.
Borrowings
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of
transaction costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using the
effective interest method. Fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be
drawn down. In this case, the fee is deferred until the draw down
occurs. To the extent there is no evidence that it is probable that
some or all of the facility will be drawn down, the fee is
capitalised as a prepayment for liquidity services and amortised
over the period of the facility to which it relates.
The fair value of the liability portion of a convertible bond is
determined using a market interest rate for an equivalent
non-convertible bond. This amount is recorded as a liability on an
amortised cost basis until extinguished on conversion or maturity
of the bonds. The remainder of the proceeds is allocated to the
conversion option. This is recognised and included in shareholders'
equity, net of income tax effects.
Employee benefits
Short term obligations
Liabilities for wages and salaries, including non-monetary
benefits and accumulating sick leave that are expected to be
settled wholly within 12 months after the end of the period in
which the employees render the related service are recognised in
respect of employees' services up to the end of the reporting
period and are measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.
The obligations are presented as current liabilities in the
balance sheet if the entity does not have an unconditional right to
defer settlement for at least twelve months after the reporting
period, regardless of when the actual settlement is expected to
occur.
Share based payments
Employee options
The fair value of options granted is recognised as an employee
benefits expense with a corresponding increase in equity. The total
amount to be expensed is determined by reference to the fair value
of the options granted:
-- including any market performance conditions (eg the entity's share price)
-- excluding the impact of any service and non-market
performance vesting conditions (eg profitability, sales growth
targets and remaining an employee of the entity over a specified
time period), and
-- including the impact of any non-vesting conditions (eg the
requirement for employees to save or holdings shares for a specific
period of time).
The total expense is recognised over the vesting period, which
is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises
its estimates of the number of options that are expected to vest
based on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to
equity.
Social security contributions payable in connection with an
option grant are considered an integral part of the grant itself
and the charges are treated as cash-settled transactions.
The options are administered by Cindrigo Holdings Limited. When
the options are exercised, Cindrigo Holdings Limited transfers the
appropriate amount of shares to the employee. The proceeds received
net of any directly attributable transaction costs are credited
directly to equity.
Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity under share capital as a
deduction, net of tax, from the proceeds.
Earnings per share
Basic earnings per share is calculated by dividing:
-- the profit attributable to owners of the Group, excluding any
costs of servicing equity other than ordinary shares
-- by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account:
-- the after income tax effect of interest and other financing
costs associated with dilutive potential ordinary shares, and
-- the weighted average number of additional ordinary shares
that would have been outstanding assuming the conversion of all
dilutive potential ordinary shares.
3. Critical estimates, judgements and errors
The preparation of consolidated financial statements requires
the use of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise
judgement in applying the Group's accounting policies.
This note provides an overview of the areas that involved a
higher degree of judgement or complexity, and of items which are
more likely to be materially adjusted due to estimates and
assumptions turning out to be wrong. Detailed information about
each of these estimates and judgements is included together with
information about the basis of calculation for each affected line
item in the consolidated financial statements. In addition, this
note also explains where there have been actual adjustments this
year as a result of an error and of changes to previous
estimates.
Significant estimates and judgements
The areas involving significant estimates or judgements are:
-- Going concern
See accounting policies (note 2) for details of the assessment
made.
-- Fair value of the Investments
The Group issued GBP14,044k of ordinary shares and convertible
loan notes with a principal value of GBP612k convertible into up to
6,122,594 new ordinary shares at GBP0.10 per shares to acquire the
Cindrigo Energy Limited. Given the operations of Cindrigo Energy
Limited in Ukraine have been suspended indefinitely the investment
has been impaired in the company only accounts. The investment
eliminated on consolidation so there is no impact on the Group's
financial statements.
Estimates and judgements are continually evaluated. They are
based on historical experience and other factors, including
expectations of future events that may have a financial impact on
the entity and that are believed to be reasonable under the
circumstances.
4. FINANCIAL RISK MANAGEMENT
This note explains the Group's exposure to financial risks and
how these risks could affect the Group's future financial
performance. Current year profit and loss information has been
included where relevant to add further context.
Risk Exposure arising Measurement Management
from
-------------------- ----------------------- ---------------------- --------------------
Market risk Future commercial Cash flow forecasting No hedging
- foreign exchange cash flows Sensitivity
not denominated analysis
in GBP No hedging
Recognised
financial assets
and liabilities
not denominated
in GBP
Credit risk Cash and cash Aging analysis Diversification
equivalents, Credit ratings of bank deposits.
trade receivables, Follow-ups
other receivables to loan investment
Liquidity risk Borrowings Rolling cash Availability
and other liabilities flow forecasts of committed
credit lines
and borrowing
facilities
Foreign exchange risk
The Group is especially focused on the currency pairs USD/GBP.
The Group's only active investment is denominated in GBP.
The Group's exposure to foreign currency risk at the end of the
current period, expressed in GBP'000 was as follows:
Currency Assets Assets 10% change Liabilities Liabilities 10% change
in CCY in GBP in CCY in GBP
-------- -------- ----------- ------------ ------------ -----------
USD - - - - - -
EUR 1k 1k (0.1k) - - -
CHF - - - - - -
SEK - - - 18,000k 1,429k 143k
The Group's exposure to foreign currency risk at the end of the
prior period, expressed in GBP'000 was as follows:
Currency Assets Assets 10% change Liabilities Liabilities 10% change
in CCY in GBP in CCY in GBP
-------- -------- ----------- ------------ ------------ -----------
USD 284 210 21 (362) (254) (26)
EUR 1 - - - - -
CHF - - - - - -
During the year, GBP13k foreign-exchange related gains were
recognised in profit or loss.
As described above the Group is primarily exposed to changes in
the USD/GBP exchange rate. The sensitivity of profit or loss to
changes in the exchange rates as summarized in the above table
arises mainly from the Group's SEK denominated liability.
Interest rate risk
The Group's fixed rate borrowings are carried at amortised cost.
They are therefore not subject to interest rate risk as defined in
IFRS 7, since neither the carrying amount nor the future cash flows
will fluctuate because of a change in market interest rates.
Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, as well as credit exposures
to customers, including outstanding receivables. To limit the risk
the Group's main cash resources are held with banks with a minimum
external rating of A.
Liquidity Risk
The Group currently holds cash balances to provide funding for
normal trading activity. Trade and other payables are monitored as
part of normal management routine.
As at 31 December 2022 all financial assets were classified at
fair value. A maturity analysis of the Group's financial assets is
as follows:
As at As at
31 December 31 December
2022 2021
GBP'000 GBP'000
0 to 3 months 402 863
3 to 6 months - -
6 months + - -
------------- -------------
Total 402 863
------------- -------------
As at 31 December 2022 all financial liabilities were classified
at amortised cost. A maturity analysis of the Group's financial
liabilities based on contractual undiscounted payments is as
follows:
As at As at
31 December 31 December
2022 2021
GBP'000 GBP'000
0 to 3 months 313 1,090
3 to 6 months 2,407 -
6 months + - -
------------- -------------
Total 2,720 1,090
------------- -------------
5. Business Segments
For the purpose of IFRS 8, the Chief Operating Decision Maker
"CODM" takes the form of the board of Directors. The Directors are
of the opinion that the business of the Group comprised a single
activity, being the identification and acquisition of target
companies or businesses in the energy sector.
6. PROPERTY, PLANT AND EQUIPMENT
Land was acquired as part of new acquisition Dravacel, in June
2022, land is in Croatia and has license to construct GEFL energy
site.
Land Total
GBP'000 GBP'000
At 31 December - -
2021
-------- --------
Additions 622 622
-------- --------
At 31 December
2022 622 622
-------- --------
The land is not depreciated. The directors have considered
whether the value of the land requires an impairment as at 31
December 2022, due to the fact that Dravacel has exploration rights
for the land the directors consider that there has been no
diminution in the carrying value of the land since the
acquisition.
7. INTANGIBLE ASSETS
Intangible assets includes Patents and licence, this is property
of Dravacel, acquired in June 2022.
Patents Total
and Licences
GBP'000 GBP'000
At 31 December - -
2021
-------------- --------
Additions 622 622
-------------- --------
At 31 December
2022 622 622
-------------- --------
8. SHARE CAPITAL
Issued and fully Number of shares Share
paid capital
account
GBP'000
At 31 December
2021 142,202,476 22,458
----------------- ---------
Issue of shares
----------------- ---------
At 31 December
2022 142,202,476 22,458
----------------- ---------
9. CASH AND CASH EQUIVALENTS
2022 2021
GBP'000 GBP'000
--------------------------------- -------- --------
Cash at bank and in hand 690 1,562
--------------------------------- -------- --------
Total cash and cash equivalents 690 1,562
10. TRADE AND OTHER RECEIVABLES
2022 2021
GBP'000 GBP'000
----------------------------------- -------- --------
Prepayments 1 6
Trade debtors 23 -
Other debtors 39 59
TCB Investors 339 -
JTC deposit - 186
Loan note consideration due - 612
Total trade and other receivables 402 863
On 5 August 2022 CINH lent TCB Investors OU the Vendor of ECG
GBP340,000 for a term to 31(st) December 2023.
11. Borrowings
2022 2021
Current GBP'000 GBP'000
------------------- -------- --------
Convertible notes 2,065 612
Other loans 342 277
2,407 889
Note 1 Note 2 Note 3 Note 4 Note 5 Note 6
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2020 Balance at 31 December 2020
(liability) 1,091 808 50 - - - (liability)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2020 106 - - - - - Balance at 31 December 2020
(equity) (equity)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Finance Charge 97 72 4 - - Finance Charge
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Conversion of loan to Conversion of loan to
equity instrument -1,000 -700 - - - - equity instrument
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Conversion of loan note 3 - - -54 - - -
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Issue of Note 4 - - - 1,575 - -
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Other movements -188 -180 - - - - Release of accrued interest
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2021 - - - - - - Balance at 31 December 2021
(liability) (liability)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December Balance at 31 December 2021
2021(equity) 1,000 700 - 1,575 - - (equity)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Issue of Note 5/6 - - - - 1,443 827 Issue of note 5/6
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Finance Charge - - - - -23 -1 Finance Charge
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Conversion of loan to Conversion of loan to
equity instrument - - - - -68 -113 equity instrument
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Other movements - - - - - Release of accrued interest
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2022 Balance at 31 December 2022
(liability) - - - - 1352 713 (liability)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2022 Balance at 31 December 2022
(equity) 1,000 700 - 1,575 68 113 (equity)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Note 1
On 29 January 2016, the Group issued further GBP1 million of
secured convertible notes. The notes were unlisted, secured,
transferable and convertible. Maturity date was 30 June 2019. The
Secured Convertible Notes were secured by one common unit of New
York Wheel Investor LLC, representing a total value US$1 million.
Interest accrued at 8% per annum and was payable quarterly. One
eighth of the interest can be settled in cash or shares at the
Group's discretion. Seven eighths of the interest is settled in new
convertible notes with the same terms. The notes are convertible in
cash or shares at the option of the holder and can be converted
into Ordinary Shares at a fixed conversion price of GBP0.80 per
Ordinary Share. The Group can redeem the notes at a 10% premium
anytime. As per the nature of this convertible instrument, GBP106k
has been recognised as an equity component in of convertible
instruments in statement of changes of equity, using a discount
rate of 12%.
In August 2021 the loan notes, including all accumulated but
unpaid interest, were settled by new 10-year zero coupon loan notes
with a principal value of GBP1m which have been reclassified as an
equity instrument under IFRS.
Note 2
The last tranche of GBP400,000 of the GBP1 million funding
facility announced by the Group on 13 June 2017, was drawn on 18
January 2018 and subsequently the Group issued convertible note for
GBP400,000. The notes were unlisted, unsecured, transferable and
convertible. Maturity date was 8 June 2019. No conversions could
happen in the first 120 days. The maximum amount that could be
converted in any 30day period was 20% of the principal amount. The
conversion price was the lowest volume weighted average price over
10 days prior to the conversion. Interest rate was 8% per annum and
payable upon conversion at the Group's option in cash or ordinary
shares at the conversion price. The Group could redeem in cash all
or any part of the outstanding convertible note with a 25% premium
to the principal amount. Despite reaching maturity this note was
still outstanding and continued to accrue interest in accordance
with the interest terms stated
In August 2020 the loan notes, including all accumulated but
unpaid interest, were settled by new 10- year zero coupon loan
notes with a principal value of GBP700,000 which have been
reclassified as an equity instrument under IFRS.
Note 3
The Group issued GBP52,000 in unsecured convertible notes on 21
September 2020. The noteholder could convert all or part of the
principal amount of its notes into ordinary shares of the Group
('Ordinary Shares') at any time at a fixed conversion price of 0.1p
per Ordinary Share of GBP0.01 (pre-consolidation). The notes were
unlisted, unsecured, transferable and could be redeemed by the
Group on 19 May 2021 , at the Group's option in cash or in Ordinary
Shares at 0.1p per Ordinary Share. Interest accrued at 5% per annum
and payable quarterly, or upon conversion, at the Group's option in
cash or by issuing Ordinary Shares.
In August 2021 the loan notes converted automatically on the
completion of the acquisition of Cindrigo Energy Limited and
194,931 new ordinary shares were issued in respect of such
conversion.
Note 4
On 11 October 2021 the Group created up to GBP1,575,000 Series 4
unlisted, unsecured, zero-coupon, convertible and transferable loan
notes 2031.
Note 5
On 6(th) September 2022 Company received funding of SEK 18,000k
from Danir AB. The loan is interest free and payable on 05
September 2025 but has an option to convert.
Note 6
On 5th August 2022 Danir agreed to lend CINH GBP750,000 at an
interest rate of 5% per annum. The Loan was to be convertible at a
25% discount to VWAP or GBP1.25 per share which ever was the
higher.
On 9th December 2022 CINH agreed with Danir to restructure the
facility. A loan of GBP750,000 was advanced to CINH on that date
with agreements and loan note instruments being reduced to writing
in January 2023. The original agreement was cancelled and a new
issue of GBP3,800,000 convertible notes were issued to Danir
convertible at GBP0.15 per share. A further loan was advanced in
the sum of GBP750,000 which will be convertible at GBP1.25 per
share. 2,000,000 warrants at GBP1.00 exercisable by 31 December
2023 and 3,000,000 warrants at GBP1.25 exercisable by 31 December
2023.
Other loans
On October 21, 2018, the Company borrowed US$295,600 from a
group of arm's length parties. The loans bear interest at 7%
interest per annum. The loans are convertible at the option of the
lenders at any time between 6 to 30 months after the Company's
listing on a Stock Exchange at a conversion price that is at a 25%
discount to the 30 day volume weighted average share price. If the
loans are not converted, the loans are due three years after the
Company's listing.
12. FINANCE INCOME AND COSTS
2022 2021
GBP'000 GBP'000
------------------------------------------- ------------------------------------- -------------------------------------
Interest - -
Income
Bank charges - 2
Interest on
convertible
loan
notes 97 173
Interest on
other loans - 29
Net foreign - -
exchange
costs
Premium to - -
settle
convertible
loan
------------------------------------------- ------------------------------------- -------------------------------------
Finance costs 97 204
------------------------------------------- ------------------------------------- -------------------------------------
13. TRADE AND OTHER PAYABLES
2022 2021
GBP'000 GBP'000
-------------------------------- -------- --------
Trade payables 57 30
Other payables 149 -
Accrued expenses 107 171
-------------------------------- -------- --------
Total trade and other payables 313 201
14. EMPLOYEE BENEFIT EXPENSE
2022 2021
GBP'000 GBP'000
---------------------------------------- ------------------------------------- -------------------------------------
Wages and - -
salaries
Share - -
options
granted to
directors,
employees
and
key
advisers
- -
---------------------------------------- ------------------------------------- -------------------------------------
15. DIRECTORS' EMOLUMENTS
`The Directors were paid emoluments of GBP126k as directors'
fees during the period under review GBP126k in 2021). The directors
billed an additional of GBP327k (2021: GBP252k) as consultancy
fees, booked under administrative expenses.
All current year directors' fees were paid for by the Group's
100% subsidiary Cindrigo Limited and not recharged to the parent
company.
These details and the details for the other Directors can be
found within the Director's remuneration report on page 22.
The Directors were the key management personnel of the
Group.
16. TAXATION
Cindrigo Holdings Limited is a Guernsey Corporation subject to a
corporate tax rate of nil, as of 31 December 2022 .
None of the group's subsidiaries incurred any tax liabilities
during the year ended 31 December 2022 .
There are no unrecognised tax losses.
17. EARNINGS PER SHARE
The calculation for earnings per share (basic and diluted) for
the relevant period is based on the profit / loss after income tax
attributable to equity holder for the period ending 31 December
2021 and is as follows:
31 December 2022
Loss from continued operations attributable
to equity holders (GBP) (2,467,000)
------------
Weighted average number of shares of GBP2.667609
each 142,202,476
------------
Loss per share basic (GBP) (0.017)
------------
Weighted average number of shares for dilutive
calculation 142,202,476
Loss per share diluted (GBP) (0.017)
------------
31 December 2021
Loss from continued operations attributable
to equity holders (GBP) (2,016,000)
------------
Weighted average number of shares of GBP0.01
each 142,202,476
------------
Loss per share basic (GBP) (0.014)
------------
Weighted average number of shares for dilutive
calculation 142,202,476
Loss per share diluted (GBP) (0.014)
------------
Basic earnings per share is calculated by dividing the loss
after tax attributable to the equity holders of the Group by the
weighted average number of shares in issue during the year.
Diluted loss per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all potential dilutive ordinary shares namely the conversion of
the convertible loan note in issue. The effect of these potential
dilutive shares would be anti-dilutive and therefore are not
included in the above calculation of diluted earnings per
share.
18. RELATED PARTY TRANSACTIONS
During the period the consultancy fees of GBP106k (31 December
2021: GBP119k) were payable to Fitzrovia Advisory Ltd, a company in
which M Patel the director has a material interest. No balances
were outstanding at period end (31 December 2021: GBPnil).
Transactions are completed on an arm's length basis on normal
commercial terms.
During the period the consultancy and legal fees of GBPnil (31
December 2021: GBP191k) were payable to Biogas Prom, a company who
was a shareholder in Cindrigo Limited (and is now a shareholder in
the parent company Cindrigo Holdings Limited). No balances were
outstanding at period end (31 December 2021: GBPnil). Transactions
are completed on an arm's length basis on normal commercial
terms.
During the period the consultancy fees of GBP120k (31 December
2021: GBP120k) were payable to IMM International. Balances were due
to IMM International of GBP9k at 31 December 2022 (31 December
2021: GBPnil). IMM International and Cindrigo Holdings Limited are
connected by virtue of common key management personnel, L
Guldstrand. Transactions are completed on an arm's length basis on
normal commercial terms.
During the period the consultancy fees of GBP14k (31 December
2021: GBPnil) were payable to Treasury Core UAB. Balances were due
to Treasury Core UAB of GBP9k at 31 December 2022 (31 December
2021: GBPnil). Treasury Core UAB and Cindrigo Holdings Limited are
connected by virtue of common key management personnel, J Oxley.
Transactions are completed on an arm's length basis on normal
commercial terms.
During the period the consultancy fees of GBP44k (31 December
2021: GBP44k) were payable to Osmosis Limited. Balances were due to
Osmosis Limited of GBP4k at 31 December 2022 (31 December 2021:
GBPnil). Osmosis Limited and Cindrigo Holdings Limited are
connected by virtue of common key management personnel, S Fawcett.
Transactions are completed on an arm's length basis on normal
commercial terms.
19. COMMITMENTS
The Group had not entered into any material commitments as of 31
December 2022 .
20. SHARE BASED PAYMENTS
On 29 July 2015, options to acquire 615,000 Ordinary Shares
("Options 2015") were granted to employees and consultants. On 8
September 2015, options to acquire 730,000 Ordinary Shares
("Options 2015") were granted to the directors of the Group. These
Options 2015 have a fixed exercise price of 40 pence, and are
exercisable in the following tranches; 25% as from the date of
grant and 25% every twelve months thereafter (and are therefore
fully vested after three years). They cannot be exercised after the
5th anniversary of the grant. The Group has no legal or
constructive obligation to repurchase or settle the options in
cash.
On 7 January 2016, options to acquire 160,000 Ordinary Shares
("Options 2016") were granted to consultants. These options have a
fixed exercise price of 45 pence, and are exercisable in the
following tranches:
2022 2021
Average Options Average Options
exercise (thousands) exercise (thousands)
price in price in
GBP per GBP per
share option share option
-------------- ------------- -------------- -------------
0.41 0.41 - 0.41 -
-------------- ------------- -------------- -------------
Granted 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Forfeited 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Exercised 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Expired 0.00 - 0.00 -
-------------- ------------- -------------- -------------
End of period 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Movements in the number of share options outstanding and their
related weighted average exercise prices are as follows: 25% as
from the date of grant and 25% every twelve months thereafter (and
are therefore fully vested after three years). They cannot be
exercised after the 5th anniversary of the grant. The Group has no
legal or constructive obligation to repurchase or settle the
options in cash.
Out of the outstanding GBPNil ( 2021 : GBPnil) share options
GBPNil ( 2021 : GBPnil) were exercisable. No options were exercised
in 2021 and 2022 .
Share options outstanding at the end of the year have the
following expiry date and exercise prices:
Grant-vest Expiry Exercise Share options (thousands)
date price in
GBP
----------- --------- ---------- ----------------------------
2022
----------- --------- ---------- --------------------------
2016-01 2021 -01 0.45 -
-
--------------------------
303,000 share options granted in January 2015 expired in July
2020 .
630,000 share options granted in February 2015 expired in
September 2020 .
The weighted average fair value of the Options 2015 determined
using the Black-Scholes valuation model was 1.4 pence per option.
The significant inputs to the model were share price of 38 pence at
the grant date, exercise price of GBP0.40, volatility of 14%,
dividend yield of 0% an expected option life (to expiry) of 5 years
with 25% vesting each year and an annual risk free interest rate of
0.5%. The volatility measured at the standard deviation of
continuously compounded share returns is based on the statistical
analysis of daily share prices from listing of the Group until the
grant date.
The weighted average fair value of the Options 2016 determined
using the Black-Scholes valuation model was 2.49 pence per option.
The significant inputs to the model were share price of 37.5 pence
at the grant date, exercise price of GBP0.45, volatility of 14%,
dividend yield of 0% an expected option life (to expiry) of 5 years
with 25% vesting each year and an annual risk free interest rate of
0.5%. The volatility measured at the standard deviation of
continuously compounded share returns is based on the statistical
analysis of daily share prices from listing of the Group until the
grant date.
21. SUBSEQUENT EVENTS
The Group has signed Framework agreement with Petroline
regarding project funding (contingent on Due Diligence) and Kaishan
for full turn key EPC contract, to be finalized in specific
contract for Croatia 1 (Slatina 3).
The Group's largest shareholder have also provided additional
GBP1million for the purposes Working Capital management. The funds
were received by the Group in April 2023.
None of these events impact the financial statements for the
year ended 31 December 2022.
22. ULTIMATE CONTROLLING PARTY
As of 31 December 2022 , no one entity owns more than 50% of the
issued share capital. Therefore, the Group does not have an
ultimate controlling party.
Parent Company (Cindrigo Holdings Limited) Statement of
Financial Position
The parent company statement of financial position as at 31
December 2022 is set out below:
As at 31 As at 31
December December
2022 2021
Note GBP'000 GBP'000
Assets
Current assets
Cash and cash equivalents 7 22 27
Trade and other receivables 8 3,055 1,890
Investments 9 - 14,037
---------- ----------
Total current assets 3,077 15,954
---------- ----------
Total assets 3,077 15,954
========== ==========
Equity and liabilities
Capital and reserves
Share capital account 6 22,493 22,493
Equity component of convertible
instruments 3,456 3,275
Retained earnings (25,163) (10,578)
---------- ----------
Total equity attributable to equity
holders 786 15,184
---------- ----------
Current liabilities
Borrowings 10 2,113 620
Trade and other payables 12 178 145
---------- ----------
Total current liabilities 2,291 765
---------- ----------
Total equity and liabilities 3,077 15,954
========== ==========
The notes below form part of these financial statements.
The Company has elected to take the exemption under the
Companies (Guernsey) Law 2008 not to present the company's
statement of comprehensive income. The Company's loss for the year
was GBP548K ( 2021 : GBP515k).
The directors acknowledge their responsibilities for complying
with the requirements of the Companies (Guernsey) Law 2008 with
respect to account records and the preparation of financial
statements.
The financial statements were approved by the Board of Directors
and authorised for issue on 12 July 2022 and are signed on its
behalf by:
Lars Gulstrand - CEO Cindrigo Holdings Limited
Parent Company (Cindrigo Holdings Limited) Statement of Changes
in Equity
The statement of changes in equity is set out below:
Equity
Share component
Capital of convertible Retained
account instruments earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2021 8,394 106 (10,909) (2,409)
Profit for the
year
Total comprehensive
loss for the
year - - (515) (515)
-------- --------------- ---------- -------
Transaction
with owners
Issue of shares 14,099 - - 14,099
Conversion of
loan notes to 3,169
equity instruments - 3,169 - -
Other movements
in equity - - 848 848
As at 31 December
2021 22,493 3,275 (10,578) 15,190
-------- --------------- ---------- -------
Equity
Share component
Capital of convertible Retained
account instruments earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2022 22,493 3,275 (10,578) 15,190
Profit for the
year
Total comprehensive
loss for the
year - - (14,585) (14,585)
-------- --------------- ---------- --------
- - - -
Transaction - - - -
with owners
Issue of shares - - - -
Conversion of
loan notes to
equity instruments - 181 - 181
Other movements - - - -
in equity
- - - -
-------- --------------- ---------- --------
As at 31 December
2022 22,493 3,456 (25,163) 786
-------- --------------- ---------- --------
Share capital comprises the Ordinary Shares issued by the
Company.
Retained earnings represent the aggregate retained losses of the
Company since incorporation.
Equity component of convertible instruments represents the
equity element of instruments with a convertible element.
Parent Company (Cindrigo Holdings Limited) Statement of Cash
Flows
The cash flow statement is set out below:
Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
Cash flow from operating activities
Loss for the period before taxation (548) (515)
Premium paid on convertible loan note - -
repayment
Net unrealised FX effect - -
Interest 62 173
-------------- --------------
Operating cash flows before movements
in working capital (486) (342)
(Increase)/Decrease in receivables (1,165) 963
Increase in accounts payable and accrued
liabilities 34 (327)
-------------- --------------
Net cash used in operating activities (1,617) 294
Amounts written of investments - -
Payback from investments - -
Net cash outflow from investing activities - -
New convertible loans/repayments 1,431 -
Issue of convertible instruments net of
issue costs 181
Repayment of convertible instruments issued - -
Funding received from Cindrigo Limited - 70
--------------
Net cash inflow from financing activities 1,612 70
Net decrease in cash and cash equivalents (5) 22
Cash and cash equivalent at beginning
of period 27 5
Cash and cash equivalent at end of period 22 27
There were significant non-cash transactions being the issue of
share capital to settle convertible debt and interest. These are
detailed in Note 10.
Notes to the parent company (Cindrigo Holdings Limited)
financial statements
1. General information
The Company was incorporated under section II of the Companies
(Guernsey) Law 2008 on 24 November 2014, it is limited by shares
and has registration number 59383.
The Company had an investment of US$3m in New York Wheel
Investor LLC, a company that was set up to fund the equity
component for the project to build a New York Wheel which includes
an approximate 630 foot high observation wheel with 36 capsules, a
68,000 square foot terminal and retail building, and a 950 space
parking garage. This investment was fully impaired as a result of
the termination of the project and litigation between New York
Wheel Investor LLC and one of the primary contractors. One share
with a nominal value of US$1m was given to the former Starneth
owners to pay the debt resulting from the second tranche of the
purchase contract. The Company entered into an investment into the
Dallas Wheel project. The investment was sold in 2019 for
consideration of US$300k of which US$275k was received however no
further sums have been received since. Given the uncertainty as to
whether the project will ultimately proceed t he fair value of the
Dallas wheel investment was fully impaired as at year end.
On the 30 July 2021 , the Company completed its reverse takeover
of Cindrigo Limited and Cindrigo Energy Limited, which are part of
a group of companies that were pursuing renewable energy projects
in the Ukraine and Central Europe.
The Company entered into an agreement with Cindrigo Energy
Limited in respect of a achieving the acquisition of Cindrigo
Energy Limited and its wholly owned subsidiary Cindrigo Limited.
The Acquisition proceeded pursuant to a new Plan of Arrangement
under the British Columbia Business Corporations Act. Under the
arrangement the Company acquired each share in the issued share
capital of Cindrigo Energy Limited in exchange for 0.875 new shares
issued by the Company. As a result of the exchange the former
shareholders of Cindrigo Energy Limited acquired 96.5% of the
enlarged issued share capital of the Company on a fully diluted
basis if all consideration loan notes had been converted.
The Acquisition constituted a reverse takeover for the
Company.
The Company is proposing to make 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.
The Company's registered office is located at PO Box 186, Royal
Chambers, St Julian's Avenue, St. Peter Port, Guernsey GY1 4HP,
Channel Islands.
2. Significant Accounting Policies
Basis of preparation
The financial statements of Cindrigo Holdings Limited (formerly
Challenger Acquisitions Limited) for the year ended 31 December
2022 have been prepared in accordance with International Financial
Reporting Standards as adopted by the EU (IFRS's as adopted by the
EU), issued by the International Accounting Standards Board (IASB),
including interpretations issued by the International Financial
Reporting Interpretations Committee (IFRIC) applicable to the
companies reporting under IFRS.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial
statements are disclosed in note 3.
The financial information has been presented in British Pound
(GBP), being the functional currency of the Company.
Going concern
At 31 December 2022 the Company had net assets GBP786k. The
financial statements have been prepared on the assumption that the
Company will continue as a going concern. Under the going concern
assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future with neither the intention nor
the necessity of liquidation, ceasing trading or seeking protection
from creditors pursuant to laws or regulations. In assessing
whether the going concern assumption is appropriate, the Directors
take into account all available information for the foreseeable
future, in particular for the twelve months from the date of
approval of the financial information.
The Directors have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future
In April 2023 the company secured a further GBP1,000k in
financing from a major shareholder in the group and the funds have
been received at the date of the issue of the financial
statements.
Additionally the Group has warrant options with existing
convertible loan note holders worth up to GBP4,000k when the Group
completes its listing. The Group also has the option to reduce
staff costs which are principally fees and consulting costs payable
to the directors to preserve working capital.
The directors have prepared cashflow forecasts until the year
ended December 2024 and consider that the company has sufficient
working capital.
The Directors' objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders. At the date of this financial information, the
Company had been financed from equity and convertible notes. In the
future, the capital structure of the Company is expected to consist
of convertible notes and equity attributable to equity holders of
the Company, comprising issued share capital and reserves.
New standards, interpretations and amendments effective from 1
January 2022
There were no new standards or interpretations effective for the
first time for periods beginning on or after 1 January 2022 that
had a significant effect on the Company's financial statements.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective.
The directors do not expect that any of these standards and
interpretations will have a material impact on the financial
statements of the Company.
Segment Reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker
"CODM" takes the form of the board of directors. The Directors are
of the opinion that the business of the Company comprised a single
activity, being the identification and acquisition of target
companies or businesses in the energy sector.
Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements are measured using
the currency of the primary economic environment in which the
entity operates ('the functional currency'). The financial
statements are presented in British Pounds (GBP), which is Cindrigo
Holdings functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation of monetary assets and
liabilities denominated in foreign currencies at year end exchange
rates are generally recognised in profit or loss. Foreign exchange
gains and losses are presented in the statement of profit or loss,
within finance income or finance costs.
Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date when
the fair value was determined. Translation differences on assets
and liabilities carried at fair value are reported as part of the
fair value gain or loss. For example, translation differences on
non-monetary assets and liabilities such as equities held at fair
value through profit or loss are recognised in profit or loss as
part of the fair value gain or loss and translation differences on
non-monetary assets such as equities classified as
available-for-sale financial assets are recognised in other
comprehensive income.
Fair value of assets
Assets are tested for fair value whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. A reduction in fair value is recognised for the amount
by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair
value less costs of disposal and value in use. For the purposes of
assessing fair value, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups
of assets (cash-generating units). Non-financial assets other than
goodwill that suffered a significant reduction in fair value are
reviewed for possible reversal of the significant reduction in fair
value at the end of each reporting period.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows,
cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank
overdrafts. Bank overdrafts are shown within borrowings in current
liabilities in the balance sheet.
Investments and other financial assets
Recognition and derecognition
Regular way purchases and sales of financial assets are
recognised on trade-date, the date on which the Company commits to
purchase or sell the asset. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have
expired or have been transferred and the Company has transferred
substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Company measures a financial asset
at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through
profit or loss are expensed in profit or loss.
The Company's investments in corporate debt securities which are
held within a business model whose objective is achieved both by
collecting contractual cash flows and by selling securities are
classified as held at fair value through profit or loss
(FVTPL).
Investments in equity securities have been classified as
measured at FVTPL.
Interest income from financial assets at fair value through
profit or loss is included in the net gains/(losses). Interest on
financial assets held at amortised cost, calculated using the
effective interest method is recognised in the statement of profit
or loss as part of revenue from continuing operations.
Impairment of financial assets
Financial assets are assessed for indicators of decline in fair
value at the end of the reporting period. The Company recognises an
allowance for expected credit losses (ECLs) for all debt
instruments not held at fair value through profit or loss. ECLs are
based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the
Company expects to receive, discounted at an approximation of the
original effective interest rate.
For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required
for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a lifetime ECL).
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised (such as an
improvement in the debtor's credit rating), the reversal of the
previously recognised impairment loss is recognised in profit or
loss.
Income recognition
Interest income
Interest income is recognised using the effective interest
method. When a receivable is impaired, the Company reduces the
carrying amount to its recoverable amount, being the estimated
future cash flow discounted at the original effective interest rate
of the instrument and continues unwinding the discount as interest
income. Interest income on impaired loans is recognised using the
original effective interest rate.
Trade and other payables
These amounts represent liabilities for goods and services
provided to the Company prior to the end of financial year which
are unpaid. The amounts are unsecured and are usually paid within
30 days of recognition. Trade and other payables are presented as
current liabilities unless payment is not due within 12 months
after the reporting period. They are recognised initially at their
fair value and subsequently measured at amortised cost using the
effective interest method.
Borrowings
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of
transaction costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using the
effective interest method. Fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be
drawn down. In this case, the fee is deferred until the draw down
occurs. To the extent there is no evidence that it is probable that
some or all of the facility will be drawn down, the fee is
capitalised as a prepayment for liquidity services and amortised
over the period of the facility to which it relates.
The fair value of the liability portion of a convertible bond is
determined using a market interest rate for an equivalent
non-convertible bond. This amount is recorded as a liability on an
amortised cost basis until extinguished on conversion or maturity
of the bonds. The remainder of the proceeds is allocated to the
conversion option. This is recognised and included in shareholders'
equity, net of income tax effects.
Employee benefits
Short term obligations
Liabilities for wages and salaries, including non-monetary
benefits and accumulating sick leave that are expected to be
settled wholly within 12 months after the end of the period in
which the employees render the related service are recognised in
respect of employees' services up to the end of the reporting
period and are measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.
The obligations are presented as current liabilities in the
balance sheet if the entity does not have an unconditional right to
defer settlement for at least twelve months after the reporting
period, regardless of when the actual settlement is expected to
occur.
Share based payments
Employee options
The fair value of options granted is recognised as an employee
benefits expense with a corresponding increase in equity. The total
amount to be expensed is determined by reference to the fair value
of the options granted:
-- including any market performance conditions (eg the entity's share price)
-- excluding the impact of any service and non-market
performance vesting conditions (eg profitability, sales growth
targets and remaining an employee of the entity over a specified
time period), and
-- Including the impact of any non-vesting conditions (eg the
requirement for employees to save or holdings shares for a specific
period of time).
The total expense is recognised over the vesting period, which
is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises
its estimates of the number of options that are expected to vest
based on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to
equity.
Social security contributions payable in connection with an
option grant are considered an integral part of the grant itself
and the charges are treated as cash-settled transactions.
The options are administered by Cindrigo Holdings Limited. When
the options are exercised, Cindrigo Holdings Limited transfers the
appropriate amount of shares to the employee. The proceeds received
net of any directly attributable transaction costs are credited
directly to equity.
Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity under share capital as a
deduction, net of tax, from the proceeds.
Earnings per share
Basic earnings per share is calculated by dividing:
-- the profit attributable to owners of the Company, excluding
any costs of servicing equity other than ordinary shares
-- by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account:
-- the after income tax effect of interest and other financing
costs associated with dilutive potential ordinary shares, and
-- the weighted average number of additional ordinary shares
that would have been outstanding assuming the conversion of all
dilutive potential ordinary shares.
3. Critical estimates, judgements and errors
The preparation of financial statements requires the use of
accounting estimates which, by definition, will seldom equal the
actual results. Management also needs to exercise judgement in
applying the Company's accounting policies.
This note provides an overview of the areas that involved a
higher degree of judgement or complexity, and of items which are
more likely to be materially adjusted due to estimates and
assumptions turning out to be wrong. Detailed information about
each of these estimates and judgements is included together with
information about the basis of calculation for each affected line
item in the financial statements. In addition, this note also
explains where there have been actual adjustments this year as a
result of an error and of changes to previous estimates.
Significant estimates and judgements
The areas involving significant estimates or judgements are:
-- Going concern
See accounting policies (note 2) for details of the assessment
made.
-- Fair value of the Investments
-- The Group issued GBP14,044k of ordinary shares and
convertible loan notes with a principal value of GBP612k
convertible into up to 6,122,594 new ordinary shares at GBP0.10 per
shares to acquire the Cindrigo Energy Limited. Given the operations
of Cindrigo Energy Limited in Ukraine have been suspended
indefinitely the investment has been impaired in the company only
accounts. The investment eliminated on consolidation so there is no
impact on the Group's financial statements.
Estimates and judgements are continually evaluated. They are
based on historical experience and other factors, including
expectations of future events that may have a financial impact on
the entity and that are believed to be reasonable under the
circumstances.
4. FINANCIAL RISK MANAGEMENT
This note explains the Company's exposure to financial risks and
how these risks could affect the Company's future financial
performance. Current year profit and loss information has been
included where relevant to add further context.
Risk Exposure arising Measurement Management
from
-------------------- ----------------------- ---------------------- --------------------
Market risk Future commercial Cash flow forecasting No hedging
- foreign exchange cash flows Sensitivity
not denominated analysis
in GBP No hedging
Recognised
financial assets
and liabilities
not denominated
in GBP
Credit risk Cash and cash Aging analysis Diversification
equivalents, Credit ratings of bank deposits.
trade receivables, Follow-ups
other receivables to loan investment
Liquidity risk Borrowings Rolling cash Availability
and other liabilities flow forecasts of committed
credit lines
and borrowing
facilities
Foreign exchange risk
The Company is especially focused on the currency pairs USD/GBP.
The Company's only active investment is denominated in GBP.
The Company's exposure to foreign currency risk at the end of
the reporting period, expressed in GBP'000 was as follows:
Currency Assets Assets 10% change Liabilities Liabilities 10% change
in CCY in GBP in CCY in GBP
-------- -------- ----------- ------------ ------------ -----------
USD - - - - - -
EUR 1k 1k (0.1k) - - -
CHF - - - - - -
SEK - - - 18,000k 1,429k 143k
The Company's exposure to foreign currency risk at the end of
the prior period, expressed in GBP'000 was as follows:
Currency Assets Assets 10% change Liabilities Liabilities 10% change
in CCY in GBP in CCY in GBP
-------- -------- ----------- ------------ ------------ -----------
USD 1 - - - - -
EUR 1 - - - - -
CHF - - - - - -
During the year, GBP1k foreign-exchange related losses were
recognised in profit or loss.
As described above the Company is primarily exposed to changes
in the USD/GBP exchange rate. The sensitivity of profit or loss to
changes in the exchange rates as summarized in the above table
arises mainly from the Company's USD denominated asset.
Interest rate risk
The Company's fixed rate borrowings are carried at amortised
cost. They are therefore not subject to interest rate risk as
defined in IFRS 7, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest
rates.
Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, as well as credit exposures
to customers, including outstanding receivables. To limit the risk
the Company's main cash resources are held with banks with a
minimum external rating of A.
Liquidity Risk
The Company currently holds cash balances to provide funding for
normal trading activity. Trade and other payables are monitored as
part of normal management routine.
As at 31 December 2022 all financial assets were classified at
fair value. A maturity analysis of the Company's financial assets
(excluding intercompany balances ) is as follows:
As at As at
31 December 31 December
2022 2021
GBP'000 GBP'000
0 to 3 months 340 652
3 to 6 months - -
6 months + - -
------------- -------------
Total 340 652
------------- -------------
As at 31 December 2022 all financial liabilities were classified
at amortised cost. A maturity analysis of the Company's financial
liabilities based on contractual undiscounted payments is as
follows:
As at As at
31 December 31 December
2022 2021
GBP'000 GBP'000
0 to 3 months 178 765
3 to 6 months - -
6 months + 2,113 -
------------- -------------
Total 2,291 765
------------- -------------
5. Business Segments
For the purpose of IFRS 8, the Chief Operating Decision Maker
"CODM" takes the form of the board of Directors. The Directors are
of the opinion that the business of the Company comprised a single
activity, being the identification and acquisition of target
companies or businesses in the energy sector.
6. SHARE CAPITAL
Issued and fully Number of shares Share
paid capital
account
GBP'000
At 31 December
2021 142,202,476 22,458
----------------- ---------
Issue of shares - -
----------------- ---------
At 31 December
2022 142,202,479 22,485
----------------- ---------
7. CASH AND CASH EQUIVALENTS
2022 2021
GBP'000 GBP'000
--------------------------------- -------- --------
Cash at bank and in hand 22 27
--------------------------------- -------- --------
Total cash and cash equivalents 22 27
8. TRADE AND OTHER RECEIVABLES
2022 2021
GBP'000 GBP'000
------------------------------------ -------- --------
Prepayments 1 6
Other receivables 339 7
Amounts due from related companies 2,715 1,265
Loan note consideration due - 612
Total trade and other receivables - 7
The balance due from related companies represents receivable
loan payments paid into the bank account of Cindrigo Limited less
expenses paid by Cindrigo Limited on behalf of Cindrigo Holdings
Limited.
9. INVESTMENTS
Short-term
Investments
GBP'000
Fair value
At 31 December 2020 -
-----------------
Issue of shares to acquire
the Cindrigo Group 14,044
-----------------
At 31 December 2021 14,044
-----------------
Impairment (14,044)
-----------------
At 31 December 2022 -
-----------------
The Company holds one equity unit investment in the New York
Wheel Investor LLC, which is fully written off and the Company has
transferred one of the equity units to a loan note holder as part
of the settlement of certain loan notes, and also an investment in
the Dallas Wheel Project, which is shown under short-term
investments.
In the 2018 the Company invested USD 300k into the Dallas Wheel
project. This financing was in the form of a convertible loan. On
31 December 2018 the Company signed a contract to change the
repayment terms for its investment in the Dallas wheel. The Company
received in 2019 USD 275k however has received no further sums
since. Given the uncertainty as to whether the project will
ultimately proceed t he fair value of the Dallas wheel investment
was fully impaired as at year end.
The equity units in New York Wheel Investor LLC are not quoted,
in the prior year the Directors had regard to recent transactions
in equity units of the New York Wheel and therefore assessed the
value as a level 3 valuation. As the project has been stopped and
the probability of the project restarting is very low, the
investment in the New York Wheel was written off in full.
In July 2021 the Company issued 140,449,800 new ordinary shares
to acquire the Cindrigo Group and complete the reverse takeover. In
accordance with IFRS this is recognised as an investment within the
accounts of Cindrigo Holdings Limited.
10. Borrowings
2022 2021
Current GBP'000 GBP'000
----------------------------- -------- --------
Convertible notes 2,113 612
Deferred cash consideration - 277
2,113 889
Note 1 Note 2 Note 3 Note 4 Note 5 Note 6
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2020 Balance at 31 December 2020
(liability) 1,091 808 50 - - - (liability)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2020 106 - - - - - Balance at 31 December 2020
(equity) (equity)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Finance Charge 97 72 4 - - Finance Charge
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Conversion of loan to Conversion of loan to
equity instrument -1,000 -700 - - - - equity instrument
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Conversion of loan note 3 - - -54 - - -
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Issue of Note 4 - - - 1,575 - -
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Other movements -188 -180 - - - - Release of accrued interest
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2021 - - - - - - Balance at 31 December 2021
(liability) (liability)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December Balance at 31 December 2021
2021(equity) 1,000 700 - 1,575 - - (equity)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Issue of Note 5/6 - - - - 1,443 827
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Finance Charge - - - - -23 -1 Finance Charge
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Conversion of loan to Conversion of loan to
equity instrument - - - - -68 -113 equity instrument
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Conversion of loan note 4 - - - - -
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Other movements - - - - - Release of accrued interest
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2022 Balance at 31 December 2022
(liability) - - - - 1352 713 (liability)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Balance at 31 December 2022 Balance at 31 December 2022
(equity) 1,000 700 - 1,575 68 113 (equity)
---------------------------- -------- -------- -------- -------- -------- -------- ----------------------------
Note 1
On 29 January 2016, the Company issued further GBP1 million of
secured convertible notes. The notes were unlisted, secured,
transferable and convertible. Maturity date was 30 June 2019. The
Secured Convertible Notes were secured by one common unit of New
York Wheel Investor LLC, representing a total value US$1 million.
Interest accrued at 8% per annum and was payable quarterly. One
eighth of the interest can be settled in cash or shares at the
Company's discretion. Seven eighths of the interest is settled in
new convertible notes with the same terms. The notes are
convertible in cash or shares at the option of the holder and can
be converted into Ordinary Shares at a fixed conversion price of
GBP0.80 per Ordinary Share. The Company can redeem the notes at a
10% premium anytime. As per the nature of this convertible
instrument, GBP106k has been recognised as an equity component in
of convertible instruments in statement of changes of equity, using
a discount rate of 12%.
In August 2022 the loan notes, including all accumulated but
unpaid interest, were settled by new 10-year zero coupon loan notes
with a principal value of GBP1m which have been reclassified as an
equity instrument under IFRS.
Note 2
The last tranche of GBP400,000 of the GBP1 million funding
facility announced by the Company on 13 June 2017, was drawn on 18
January 2018 and subsequently the Company issued convertible note
for GBP400,000. The notes were unlisted, unsecured, transferable
and convertible. Maturity date was 8 June 2019. No conversions
could happen in the first 120 days. The maximum amount that could
be converted in any 30day period was 20% of the principal amount.
The conversion price was the lowest volume weighted average price
over 10 days prior to the conversion. Interest rate was 8% per
annum and payable upon conversion at the Company's option in cash
or ordinary shares at the conversion price. The Company could
redeem in cash all or any part of the outstanding convertible note
with a 25% premium to the principal amount. Despite reaching
maturity this note was still outstanding and continued to accrue
interest in accordance with the interest terms stated.
On the 6 January 2020 the Company allotted 19,535,676 new
ordinary shares of GBP0.01 each to holders of the Unsecured
Convertible Note, comprising 16,479,895 for the conversion of
GBP25,000 of notes and a further 3,055,781 New Ordinary Shares for
accumulated interest.
In August 2021 the loan notes, including all accumulated but
unpaid interest, were settled by new 10- year zero coupon loan
notes with a principal value of GBP700,000 which have been
reclassified as an equity instrument under IFRS.
Note 3
The Company issued GBP52,000 in unsecured convertible notes on
21 September 2020. The noteholder could convert all or part of the
principal amount of its notes into ordinary shares of the Company
('Ordinary Shares') at any time at a fixed conversion price of 0.1p
per Ordinary Share of GBP0.01 (pre-consolidation). The notes were
unlisted, unsecured, transferable and could be redeemed by the
Company on 19 May 2021 , at the Company's option in cash or in
Ordinary Shares at 0.1p per Ordinary Share. Interest accrued at 5%
per annum and payable quarterly, or upon conversion, at the
Company's option in cash or by issuing Ordinary Shares.
In August 2021 the loan notes converted automatically on the
completion of the acquisition of Cindrigo Energy Limited and
194,931 new ordinary shares were issued in respect of such
conversion.
Note 4
On 11 October 2021 the company created up to GBP1,575,000 Series
4 unlisted, unsecured, zero-coupon, convertible and transferable
loan notes 2031.
Note 5
On 6(th) September 2022 Company received funding of SEK 18,000k
from Danir AB. The loan is interest free and payable on 05
September 2025 but has an option to convert.
Note 6
On 5th August 2022 Danir agreed to lend CINH GBP750,000 at an
interest rate of 5% per annum. The Loan was to be convertible at a
25% discount to VWAP or GBP1.25 per share which ever was the
higher.
On 9th December 2022 CINH agreed with Danir to restructure the
facility. A loan of GBP750,000 was advanced to CINH on that date
with agreements and loan note instruments being reduced to writing
in January 2023. The original agreement was cancelled and a new
issue of GBP3,800,000 convertible notes were issued to Danir
convertible at GBP0.15 per share. A further loan was advanced in
the sum of GBP750,000 which will be convertible at GBP1.25 per
share. 2,000,000 warrants at GBP1.00 exercisable by 31 December
2023 and 3,000,000 warrants at GBP1.25 exercisable by 31 December
2023.
11. FINANCE INCOME AND COSTS
2022 2021
GBP'000 GBP'000
-------------------------------------------- ------------------------------------- -------------------------------------
Interest -
Income
Bank charges - 1
Interest on
convertible
loan
notes 62 173
Interest on
deferred
consideration
and other
interest
payables
Net foreign - -
exchange costs
Premium to - -
settle
convertible
loan
-------------------------------------------- ------------------------------------- -------------------------------------
Finance costs 62 174
-------------------------------------------- ------------------------------------- -------------------------------------
12. TRADE AND OTHER PAYABLES
2022 2021
GBP'000 GBP'000
-------------------------------- -------- --------
Trade payables 37 25
Other payables 99 -
Accrued expenses 42 120
-------------------------------- -------- --------
Total trade and other payables 178 245
13. EMPLOYEE BENEFIT EXPENSE
2022 2021
GBP'000 GBP'000
---------------------------------------- ------------------------------------- -------------------------------------
Wages and - -
salaries
Share - -
options
granted to
directors,
employees
and
key
advisers
- -
---------------------------------------- ------------------------------------- -------------------------------------
14. DIRECTORS' EMOLUMENTS
All current year directors' fees were paid for by the Company's
100% subsidiary Cindrigo Limited and not recharged to the
Company.
These details and the details for the other Directors can be
found within the Director's remuneration report on page 22.
The Directors were the key management personnel of the
Company.
15. TAXATION
Cindrigo Holdings Limited (formerly Challenger Acquisitions
Limited) is a Guernsey Corporation subject to a corporate tax rate
of nil, as of 31 December 2022 . There are no unrecognised tax
losses.
16. EARNINGS PER SHARE
The calculation for earnings per share (basic and diluted) for
the relevant period is based on the profit / loss after income tax
attributable to equity holder for the period ending 31 December
2021 and is as follows:
31 December 2022
Loss from continued operations attributable
to equity holders (GBP) (548,000)
------------
Weighted average number of shares of GBP2.667609
each 142,202,476
------------
Loss per share basic (GBP) (0.0038)
------------
Weighted average number of shares for dilutive
calculation 142,202,476
Loss per share diluted (GBP) (0.0038)
------------
31 December 2021
Loss from continued operations attributable
to equity holders (GBP) (515,000)
------------
Weighted average number of shares of GBP2.667609
each 142,202,476
------------
Loss per share basic (GBP) (0.003)
------------
Weighted average number of shares for dilutive
calculation 142,202,476
Loss per share diluted (GBP) (0.003)
------------
Basic earnings per share is calculated by dividing the loss
after tax attributable to the equity holders of the Company by the
weighted average number of shares in issue during the year.
Diluted loss per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all potential dilutive ordinary shares namely the conversion of
the convertible loan note in issue. The effect of these potential
dilutive shares would be anti-dilutive and therefore are not
included in the above calculation of diluted earnings per
share.
17. RELATED PARTY TRANSACTIONS
There were no related party transactions except for the
transactions disclosed in Note 14 to the accounts.
18. COMMITMENTS
The Company had not entered into any material commitments as of
31 December 2022 .
19. SHARE BASED PAYMENTS
On 29 July 2015, options to acquire 615,000 Ordinary Shares
("Options 2015") were granted to employees and consultants. On 8
September 2015, options to acquire 730,000 Ordinary Shares
("Options 2015") were granted to the directors of the Company.
These Options 2015 have a fixed exercise price of 40 pence, and are
exercisable in the following tranches; 25% as from the date of
grant and 25% every twelve months thereafter (and are therefore
fully vested after three years). They cannot be exercised after the
5th anniversary of the grant. The Company has no legal or
constructive obligation to repurchase or settle the options in
cash.
On 7 January 2016, options to acquire 160,000 Ordinary Shares
("Options 2016") were granted to consultants. These options have a
fixed exercise price of 45 pence, and are exercisable in the
following tranches:
Movements in the number of share options outstanding and their
related weighted average exercise prices are as follows: 25% as
from the date of grant and 25% every twelve months thereafter (and
are therefore fully vested after three years). They cannot be
exercised after the 5th anniversary of the grant. The Company has
no legal or constructive obligation to repurchase or settle the
options in cash.
2022 2021
Average Options Average Options
exercise (thousands) exercise (thousands)
price in price in
GBP per GBP per
share option share option
-------------- ------------- -------------- -------------
0.41 0.41 - 0.41 -
-------------- ------------- -------------- -------------
Granted 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Forfeited 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Exercised 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Expired 0.00 - 0.00 -
-------------- ------------- -------------- -------------
End of period 0.00 - 0.00 -
-------------- ------------- -------------- -------------
Out of the outstanding GBP ( 2021 : GBPnil) share options GBP (
2021 : GBPnil) were exercisable. No options were exercised in 2021
and 2022 .
Share options outstanding at the end of the year have the
following expiry date and exercise prices:
Grant-vest Expiry Exercise Share options (thousands)
date price in
GBP
----------- -------- ---------- ----------------------------
2022
----------- -------- ---------- --------------------------
2016-01 2021-01 0.45 -
-
--------------------------
303,000 share options granted in January 2015 expired in July
2020 .
630,000 share options granted in February 2015 expired in
September 2020 .
The weighted average fair value of the Options 2015 determined
using the Black-Scholes valuation model was 1.4 pence per option.
The significant inputs to the model were share price of 38 pence at
the grant date, exercise price of GBP0.40, volatility of 14%,
dividend yield of 0% an expected option life (to expiry) of 5 years
with 25% vesting each year and an annual risk free interest rate of
0.5%. The volatility measured at the standard deviation of
continuously compounded share returns is based on the statistical
analysis of daily share prices from listing of the Company until
the grant date.
The weighted average fair value of the Options 2016 determined
using the Black-Scholes valuation model was 2.49 pence per option.
The significant inputs to the model were share price of 37.5 pence
at the grant date, exercise price of GBP0.45, volatility of 14%,
dividend yield of 0% an expected option life (to expiry) of 5 years
with 25% vesting each year and an annual risk free interest rate of
0.5%. The volatility measured at the standard deviation of
continuously compounded share returns is based on the statistical
analysis of daily share prices from listing of the Company until
the grant date.
20. SUBSEQUENT EVENTS
The Group has signed Framework agreement with Petroline
regarding project funding (contingent on Due Diligence) and Kaishan
for full turn key EPC contract, to be finalized in specific
contract for Croatia 1 (Slatina 3).
The Group's largest shareholder have also provided additional
GBP1million for the purposes Working Capital management. The funds
were received by the Group in April 2023.
None of these events impact the financial statements for the
year ended 31 December 2022.
21. ULTIMATE CONTROLLING PARTY
As of 31 December 2022 , no one entity owns more than 50% of the
issued share capital. Therefore, the Company does not have an
ultimate controlling party.
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END
FR RMMFTMTMBBLJ
(END) Dow Jones Newswires
July 10, 2023 12:20 ET (16:20 GMT)
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