TIDMCINH
RNS Number : 2151N
Cindrigo Holdings Limited
28 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN.
28 September 2021
Cindrigo Holdings Limited
('Cindrigo' or the 'Company')
Acquisition Update
Further to the announcement dated 3 August 2021 concerning the
completion of the acquisition of the entire issued share capital of
Cindrigo Energy Limited by the Company (the "Acquisition"), the
Company is pleased to announce a number of updates as set out
below.
1. Issue of new ordinary consideration shares
The Company has issued 140,370,295 new ordinary shares of
GBP2.667609 each fully paid ('Ordinary Shares') in registered form
in consideration of the Acquisition. The Company's registrars,
Avenir Registrars, are in the process of issuing shares in
electronic form to shareholders who have provided the necessary
account details and issuing share certificates to those
shareholders who have requested the same.
The Ordinary Shares due to shareholders who have not notified
the Company of their preferred method of holding shares will remain
in registered form pending notification of their preferred method
of holding their shares.
Any shareholder whose shares are record in registered form and
wish to convert their holding to either electronic form or require
a share certificate should notify the Company and its registrars of
its preference at registers@avenir-registrars.co.uk .
2. Issue of consideration convertible loan notes
As announced on 3 August as part of the consideration for the
Acquisition, the Company has issued convertible loan notes with a
principal value of GBP620,209.91 convertible into 6,202,099
ordinary shares at a price of 10 pence per share (the
"Consideration Notes"). The Consideration Notes have been issued to
Danir AB. Had Danir received all the consideration to which it was
entitled in shares, it would have had a holding of over 30% of the
issued capital of the Company and would have been obliged to make a
Takeover Code Rule 9 mandatory bid. Danir were issued shares
representing 29.0% of the issued share capital of the Company with
the balance of its entitlement being settled by the issue of
Consideration Notes. The shares /loan note split is slightly
different to the numbers announced on the 3 August following final
verification of the number of shares issued pursuant to the
Cindrigo Energy Limited open offer.
3. Conversion of Convertible Loan Notes
Also as previously announced on completion of the Acquisition,
the Convertible Loan Notes issued in September 2020 in a sum of
GBP52,000 automatically converted into 194,931 ordinary shares at a
price of approximately GBP0.2667 per share (the Conversion
Shares"). The Company has issued the Consideration Shares fully
paid to YA II PN Limited ('YA').
4. Settlement of Existing Loan Notes
The Series 1 and Series 2 Loan Notes referred to in the
announcement of 3 August 2021 have been issued to YA and Yang Jun
respectively.
5. Substantial Shareholdings
The Company has received TR1 forms in respect of the following
shareholdings which constitute 5 percent or more of the issued
capital of the Company:
I. Danir AB - 41,238,720 Ordinary Shares representing 29.00% of
the issued share capital of the Company;
II. Lars Guldstrand, CEO of the Company, 10,392,615 Ordinary
Shares representing 7.31% of the issued share capital of the
Company; and
III. Christer Grundstrom 10,180,067 Ordinary Shares representing
7.16% of the issued share capital of the Company.
6. Cessation of Substantial Shareholding
The Company has received a TR1 form in respect of a holding by
YA II PN Limited who no longer has a notifiable holding in the
Company.
7. New Issue of Series 4 Convertible Loan Notes
Following the agreement of Danir to forego its right to
subscribe under the Cindrigo Energy Open Offer so that the
subscriptions of other shareholders could be met in full terms have
been agreed with Danir AB to subscribe for new convertible loan
notes with a principal value of GBP1,500.000 convertible into
15,000,000 ordinary shares at a conversion price of ten pence per
share which was the Offer Price under the Open Offer ("Series 4
Notes"). The Series 4 Notes have a 10 year term and cannot be
converted in the following circumstances:
a. If conversion would trigger a mandatory bid under Rule 9 of the Takeover Code;
b. If conversion resulted in less than 25% of the issued share
capital of the Company being held by the general public; and
c. If the conversion would require the issue of a prospectus by the Company.
The Series 4 Notes will be issued shortly and a further
announcement will follow when appropriate.
**ENDS**
For more information please contact:
Cindrigo Holdings Limited
Lars Guldstrand +44 (0) 7408 861 667
St Brides Partners Ltd (PR)
Catherine Leftley, Oonagh Reidy +44 (0) 20 7236 1177
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END
MSCGCGDCUGDDGBI
(END) Dow Jones Newswires
September 28, 2021 05:29 ET (09:29 GMT)
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