TIDMCINH
RNS Number : 1265J
Cindrigo Holdings Limited
11 August 2023
11 August 2023
Cindrigo Holdings Limited
("Cindrigo" or the "Company")
Interim Results
Cindrigo (LSE: CINH) announces its interim results for the
period ended 30 June 2023. The full interim report can be round on
the Company's website , www.cindrigo.com
Interim Management Report
Due to the situation in Ukraine, the Group has concentrated its
efforts in the geothermal sector. The Group is currently preparing
to apply for the readmission of the enlarged capital of the Group
to trading on the London Stock Exchange.
New Funding
The Group agreed with its principal shareholder, Danir AB
("Danir"), for a new loan financing facility of GBP1,000,000 which
was paid in April 2023. The loan facility has been provided for the
purposes working capital management.
Board of director changes
There have been no changes in the Board of Directors during the
6 months period January - June 2023.
Financial and Corporate Overview
The half year results report a loss of GBP964k (2022 six-month
loss was GBP1,106k), which includes legal, regulatory and public
Group costs for the Group of GBP132k and professional fees of
GBP64k.
The financial position at 30 June 2023 includes borrowing of
GBP3,251k related to three convertible notes, loans are mix of
equity and convertible loan notes and recognised as equity and
liabilities. Trade and other payables of GBP466k include regular
trade payables of GBP121k, other creditors of GBP344k.
The principal corporate activity in the period was continuing
the process of readmission of the Group's shares to the London
Stock Exchange and development of the current project in Croatia as
well as seeking new opportunities to make development and/or
acquisitions in the Geothermal and renewable energy sectors in
Europe.
The Group has acquired 90% in Croatian Group, Dravacel, who
holds a geothermal License area of 57km2 in Slatina region
Croatia.
Outlook
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).
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.
I would like to take this opportunity to thank our stakeholders
and the Board for their continued support.
Lars Guldstrand
Chief Executive Officer
11 August 2023
Responsibility Statement
The Directors are responsible for preparing the Interim Report
in accordance with the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority ('DTR') and with
International Accounting Standard 34 on Interim Financial Reporting
(IAS 34).
The Directors confirm that the interim financial statements have
been prepared in accordance with IAS 34 and that as required by DTR
4.2.7 and DTR 4.2.8, the Interim Report includes a fair review
of:
-- important events that have occurred during the first six months of the year;
-- the impact of those events on the financial statements;
-- a description of the principal risks and uncertainties for
the remaining six months of the financial year; and
-- details of any related party transactions that have
materially affected the Group's financial position or performance
in the six months ended 30 June 2023.
The Directors who served during the period and up to the date of
signing the interim financial statements were:
Jorgen Andersson (Non-Executive Chairman)
Lars Guldstrand (Chief Executive Officer)
Mustaq Patel ((Chief Commercial Officer)
Dag Andresen (Independent Director)
Jordan Oxley (Independent Director)
Simon Fawcett (Chief Financial Officer)
Group Secretary:
Mark Taylor
For more information please contact:
Cindrigo Holdings Limited, Lars Guldstrand
CEO +44 (0) 7408 861 667
St Brides Partners Ltd (PR), Catherine cindrigo@stbridespartners.co.uk
Leftley, Paul Dulieu
Condensed Consolidated Statement of Comprehensive Income
The condensed consolidated statement of comprehensive income of
the Group for the six month period from 1 January 2023 to 30 June
2023 is set out below.
Period ended Period ended
30 June 30 June
2023 2022
(unaudited) (audited)
Note GBP'000 GBP'000
Administrative expenses (892) (788)
Operating loss / profit on ordinary
activities before taxation (892) (788)
Finance costs (78) (318)
--------------- ---------------
Loss / Profit before income taxes (970) (1,106)
Income tax expense - -
--------------- ---------------
Loss / Profit after taxation (970) (1,106)
Loss / Profit for the period (970) (1,106)
Share of (Profit) / loss attributable
to Non-controlling interest 6 -
Total comprehensive loss / profit
attributable to owners of the parent (964) (1,106)
--------------- ---------------
Loss / Profit per share:
Basic & diluted 12 (0.007) (0.008)
Condensed Consolidated Statement of Financial Position
The condensed consolidated statement of financial position as at
30 June 2023 is set out below:
As at 30
June As at 31 December
2023 2022
unaudited audited
Note GBP'000 GBP'000
Assets
Non - current assets
Property, plant and equipment 5 613 622
Intangible Assets 6 394 227
----------- ------------------
Total current assets 1,007 849
----------- ------------------
Current assets
Cash and cash equivalents 8 680 690
Trade and other receivables 9 456 402
Total current assets 1,136 1,092
----------- ------------------
Total assets 2,143 1,941
=========== ==================
Equity and liabilities
Capital and reserves
Share capital account 7 11,965 12,038
Equity component of convertible
instruments 3,673 3,456
Accumulated deficit (17,203) (16,270)
Non-controlling Interests (9) (3)
Total equity attributable to equity
holders (1,574) (779)
Current liabilities
Borrowings 11 3,251 2,407
Trade and other payables 466 313
----------- ------------------
Total current liabilities 3,717 2,720
----------- ------------------
Total equity and liabilities 2,143 1,941
=========== ==================
Condensed Consolidated Statement of Changes in Equity
The audited condensed consolidated statement of changes in
equity of the Group for the period from 1 January 2022 to 30 June
2022 is set out below:
Share Equity Retained Total
component earnings
of convertible
instruments
Capital
account
GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2022 11,879 3,275 (13,818) (1,336)
Profit for the year
Total comprehensive loss
for the year - (1,106) (1,106)
--------- ---------------- ---------- ----------------
Transaction with owners
Issue of shares - - - -
Equity component convertible
notes:
Other movements - - 471 -
Total - - 471 -
As at 30 June 2022 11,879 3,275 (14,453) (701)
The audited condensed consolidated statement of changes in
equity of the Group from 1 January 2023 to 30 June 2023 is set out
below:
Share Equity Retained Non-controlling Total
component earnings Interest
of convertible
instruments
Capital
account
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2023 12,038 3,456 (16,270) (3) (779)
Profit for the year
Total comprehensive
loss for the year - (964) - (964)
--------- ---------------- ---------- ----------------- ----------
Transaction with owners
Issue of shares - - - - -
Equity component convertible
notes: - 217 - - 217
Other movements (73) - 31 - (42)
Amounts attributable
To NCI - - - (6) (6)
Total (73) 217 31 (6) 169
As at 30 June 2023 11,965 3,673 (17,203) (9) (1,574)
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.
Condensed Consolidated Statement of Cash Flows
The condensed consolidated cash flow statement of the Group from
1 January 2023 to 30 June 2023 is set out below:
Period ended Period ended
30 June 30 June
2023 2022
Unaudited Audited
GBP'000 GBP'000
Net cash used in operating activities
Profit / Loss for the period before taxation (964) (1,106)
Depreciation and amortisation 20 -
Interest 78 318
Operating cash flows before movements
in working capital (866) (788)
(Increase)/Decrease in receivables (54) (242)
Increase/(Decrease) in accounts payable
and accrued liabilities 153 190
------------- -------------
Net cash used in operating activities (767) (840)
Purchase of intangible assets (187) -
Net cash outflow from investing activities (187) -
Other movements in equity/Minority interest (48) -
Issue of convertible instruments 1,070 -
Interest paid (78) -
Net cash inflow from financing activities 944 -
Net increase (decrease) in cash and cash
equivalents (10) (840)
============= =============
Cash and cash equivalent at beginning of
period 690 1,562
Cash and cash equivalent at end of period 680 722
============= =============
Notes to the Condensed Consolidated Interim Report
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
the 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
Group.
The Group is proposing to make an application for its enlarged
ordinary share capital to be readmitted to the standard segment of
the Official List of the FCA and to trading on the Main Market of
the London Stock Exchange.
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.
The Group has not prepared individual financial statements in
accordance with section 244 of the Companies (Guernsey) Law
2008.
2. BASIS OF PREPARATION
The interim condensed audited consolidated financial statements
for the period ended 30 June 2023 have been prepared in accordance
with IAS 34 Interim Financial Reporting. They do not include all
the information required for a complete set of IFRS financial
statements. However, selected explanatory notes are included to
explain events and transactions that are significant to an
understanding of the changes in the group's financial position and
performance since the last annual consolidated financial statements
as at the year ended 31 December 2022. The results for the period
ended 30 June 2023 are unaudited.
The condensed unaudited consolidated financial statements for
the period ended 30 June 2022 have adopted accounting policies
consistent with those followed in the preparation of the Group's
annual consolidated financial statements for the year ended 31
December 2022.
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.
The following companies are consolidated into the interim 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
--------------- ------------ -------- -------------------
The Group conducts its operational business through the
Company's wholly-owned subsidiary, Cindrigo Limited (UK).
The Company signed an option agreement in November 2021 to
acquire Energy Coinvest Global Corp, a renewable energy developer
with geothermal assets primarily in Iceland and development
opportunities in Croatia. This option was exercised in March
2022.
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.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
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 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 financial statements.
Going Concern
The 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.
As at date of issue of the financial statements the Group and
the noteholders have settled their former, interest bearing loan
notes, principal and accrued but unpaid interest, by the issue of
new 10-year, zero coupon, convertible loan notes which the Group
will be able to convert as soon as it is readmitted to listing.
Therefore, on admission, the liability causing the material
uncertainty as to Cindrigo Holdings Limited's ability to continue
as a going concern, will be converted to equity.
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.
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.
Intangible assets
An entity applies the definition and recognition criteria for an
intangible asset in the same way in an interim period as in an
annual period.
Depreciation and amortisation
Intangible assets subject to amortization are amortized over
their estimated useful life of 10 years.
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.
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.
4. Business Segments
For the purpose of IFRS8, the Chief Operating Decision Maker
"CODM" takes the form of the board of directors. The Directors are
of the opinion that the Group comprised a single activity being the
Geothermal energy sector.
5. 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 2022 622 622
-------------------- --------
Currency revaluation
gain/losses (9) (9)
-------------------- --------
At 30 June 2023 613 613
-------------------- --------
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.
6. 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
2022 227 227
-------------- --------
Additions 187 187
-------------- --------
Depreciation (20) (20)
-------------- --------
At 30 June 2023 394 394
-------------- --------
7. SHARE CAPITAL
Issued and fully paid Number of shares Share capital
account
GBP'000
----------------- --------------
At 31 December 2022 142,202,746 22,458
----------------- --------------
Issue of shares - -
----------------- --------------
At 30 June 2023 142,202,746 22,458
----------------- --------------
The Group undertook a share consolidation on 28th September
2020. Every 266.7609 of Existing Ordinary Shares of GBP0.01 were
consolidated into one New Ordinary Share of GBP2.667609 each.
During the reverse takeover the Group issued 140,449,800 shares
to acquire the Cindrigo Group. Loan notes with a principal value of
GBP52,000 converted automatically on completion of the acquisition
and an additional 194,931 new ordinary shares were issued on such
conversion.
8. CASH AND CASH EQUIVALENTS
Period ended Period ended
30 June 2023 31 December
2022
(unaudited) (audited)
GBP'000 GBP'000
--------------------------------- -------------- --------------
Cash at bank and in hand 680 690
--------------------------------- -------------- --------------
Total cash and cash equivalents 680 690
9. TRADE AND OTHER RECEIVABLES
Period ended Period ended
30 June 2023 31 December
2022
(unaudited) (audited)
GBP'000 GBP'000
----------------------------------- -------------- --------------
Prepayments 38 1
----------------------------------- -------------- --------------
Other receivables 79 62
----------------------------------- -------------- --------------
TCB Investors 339 339
Total trade and other receivables 456 402
On 5 August 2022 CINH lent interest free loan to TCB Investors
OU the Vendor of ECG GBP340,000 for a term to 31(st) December
2023.
10. INVESTMENTS IN ASSOCIATES
Short-term
Investments
GBP'000
Fair value
At 31 December 2022 -
-------------
Acquired in purchase of -
ECG
-------------
At 30 June 2023 -
-------------
The Group holds only investment in associate is GEG of which the
group owns 48% by virtue of owning 100% of ECG and that the
investment in associate is fully impaired.
11. Borrowings
Period ended Period ended
30 June 2023 31 December
2022
(unaudited) (audited)
Current GBP'000 GBP'000
------------------- -------------- --------------
Convertible notes 2,940 2,113
Other loans 311 294
3,251 2,407
Note Note Note Note Note Note
1 2 3 4 5 6
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ -------- -------- -------- -------- -------- --------
Balance at 31 December - - - - - -
2021 (liability)
------------------------ -------- -------- -------- -------- -------- --------
Balance at 31 December
2021 (equity) 1,000 700 1,575 - - -
------------------------ -------- -------- -------- -------- -------- --------
Other movements - - - -
------------------------ -------- -------- -------- -------- -------- --------
Issue of Note - - - 1,443 827 -
------------------------ -------- -------- -------- -------- -------- --------
Accrued interest - - - 23 1 -
------------------------ -------- -------- -------- -------- -------- --------
Conversion of loan
to equity instrument - - - -68 -113 -
------------------------ -------- -------- -------- -------- -------- --------
Balance at 31 December
2022 (liability) - - - 1,398 715 -
------------------------ -------- -------- -------- -------- -------- --------
Balance at 31 December
2022(equity) 1,000 700 1,575 68 113 -
------------------------ -------- -------- -------- -------- -------- --------
Issue of Note - - - - - 1,000
------------------------ -------- -------- -------- -------- -------- --------
Conversion of loan
to equity instrument - - - - - -216
------------------------ -------- -------- -------- -------- -------- --------
Accrued interest - - - 36 18 9
------------------------ -------- -------- -------- -------- -------- --------
Conversion of loan - - - - - -
------------------------ -------- -------- -------- -------- -------- --------
Other movements - - - - - -20
------------------------ -------- -------- -------- -------- -------- --------
Conversion of loan - - - - - -
------------------------ -------- -------- -------- -------- -------- --------
Balance at 30 June
2023 (liability) - - - 1,414 733 793
------------------------ -------- -------- -------- -------- -------- --------
Balance at 30 June
2023(equity) 1,000 700 1,575 68 113 216
------------------------ -------- -------- -------- -------- -------- --------
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.
On the 6 January 2020 the Group 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
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 4
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 5
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.
Note 6
On 26th April 2023 Danir agreed to lend CINH GBP1,000,000
payable as soon as possible. A loan facility is by the subscription
for convertible loan notes, unsecured 12% convertible loan notes
created by the Loan Note Instrument. Loan facility is for 48 months
after the date of this agreement.
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. LOSS PER SHARE
The calculation for loss per share (basic and diluted) for the
relevant period is based on the loss after income tax attributable
to equity holder for the period from 1 January 2023 to 30 June 2023
and is as follows:
Period ended Period ended
30 June 2023 30 June 2022
(unaudited) (audited)
-------------- --------------
Loss attributable to equity holders
(GBP) (964,000) (1,106,000)
-------------- --------------
Weighted average number of shares 142,202,746 142,202,746
-------------- --------------
Loss per share basic (GBP) (0.007) (0.008)
-------------- --------------
Basic loss 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.
13. SUBSEQUENT EVENTS
There are no subsequent events to report since 30 June 2023.
14. RELATED PARTY TRANSACTIONS
During the period the consultancy fees of GBP48,000 (30 June
2022: GBP48,900) 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 2022: GBPnil).
Transactions are completed on an arm's length basis on normal
commercial terms.
During the period the consultancy fees of GBP70,000 (30 June
2022: GBP60,000) 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 GBP42,500 (30 June
2022: 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 personnel, J Oxley. Transactions are
completed on an arm's length basis on normal commercial terms.
During the period the consultancy fees of GBP20,000 (30 June
2022: GBPnil) 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.
The Company paid amounts due under Directors Service Agreements
with Cindrigo Holdings Limited for the period of GBP38,000 (30 June
2022: GBP20,500) and remuneration of key management personnel of
GBPNil (30 June 2022: GBP16,000).
15. ULTIMATE CONTROLLING PARTY
As at 30 June 2023, no one entity owns greater than 50% of the
issued share capital. Therefore, the Group does not have an
ultimate controlling party.
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END
IR SFSFLFEDSELA
(END) Dow Jones Newswires
August 11, 2023 11:00 ET (15:00 GMT)
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