CEO’s Statement & CFO’s Financial Review Statement
For Cindrigo Holdings Limited (formerly Challenger Acquisitions Limited), the year 2020 was a year where the company has entered an agreement to acquire Cindrigo Energy Limited as a reverse takeover.
Cindrigo Energy Limited, a company incorporated in British Columbia Canada, is part of a group of companies pursuing renewable energy projects in the Ukraine built on broad Swedish expertise and experience in the waste to energy and biomass energy sector.
The company’s new Board of Directors reflects the industry expertise necessary to pursue this opportunity.
Proposed acquisition of Cindrigo Energy Limited
On the 19 August 2020, the company entered a Letter of Intent of Intent with Cindrigo Limited and Cindrigo Energy Limited, which are part of a group of companies pursuing renewable energy projects in the Ukraine.
The company has since entered into an agreement with Cindrigo Energy Limited in respect of a proposal involving the acquisition of Cindrigo Energy Limited and its wholly owned subsidiary Cindrigo Limited. The Acquisition will proceed pursuant to a new Plan of Arrangement under the British Columbia Business Corporations Act. Under the proposed arrangement the company will acquire each share in the issued share capital of Cindrigo Energy Limited in exchange for one new share issued by the company. As a result of the proposed exchange the current shareholders of Cindrigo Energy Limited would hold some 96.5% of the enlarged issued share capital of the company.
The Acquisition constitutes a reverse takeover for the Company.
It is anticipated that in due course the shares of Cindrigo Limited will be distributed to the company following completion of the acquisition and Cindrigo Energy Limited will then be liquidated.
The Company intends to make an application for its enlarged ordinary share capital to be readmitted to the standard segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.
Board of director changes
To pursue the proposed acquisition of Cindrigo Energy Limited as a reverse takeover several directors of Cindrigo Limited have joined the Board of Cindrigo Holdings Limited (formerly Challenger Acquisitions Limited). Lars Guldstrand joined as CEO and Mustaq Patel as an Executive Director in September 2020, Jorgen Andersson as Chairman in October 2020, Dag Andresen as an Independent Director in November 2020
Jordan Oxley joined the Board as an Independent Director and Simon Fawcett as Chief Financial Officer in January 2021.
George Lucan and Rupert Baring resigned voluntarily as Non-Executive directors in September 2020 and Mark Gustafson as CEO in October 2020.
Jonathan Tidswell-Pretorius and Lars Frithiof were appointed during 2020 and both resigned voluntarily prior to 31 December 2020.
The company still holds 2 investments from previous ventures on the statement of financial position.
- Dallas, Texas investment
In January 2019, the company 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 Company 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 Company, however given the uncertainty of the recoverability of this balance in has been impaired in full. Until the remaining balance has been received, the original convertible promissory note and securities purchase agreement stays in place.
- New York Wheel equity units
The Company retains two equity units 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 two remaining convertible note holders have been informed of the search process for a potential new project and we are seeking their cooperation in this process.
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.
Strategic and Operational Review
Cindrigo Holdings Limited (formerly Challenger Acquisitions Limited) was formed in November 2014 to undertake one or more acquisitions in the entertainment and leisure sectors with a particular focus on the attractions sector.
The Company was admitted to the Official List by way of a Standard Listing and commenced trading on the London Stock Exchange’s main market for listed securities on 19 February 2015. The US$3 million investment in the New York Wheel was announced on 26 May 2015. The lack of funding for completing this project by the New York Wheel developer was announced on 24 October 2018. The acquisition of the Starneth companies was closed on 15 July 2015 and the disposition of the Starneth companies was announced on 30 January 2017. Cindrigo Holdings Limited (formerly Challenger Acquisitions Limited) announced the £100k loan to the London-based Star Sanctum on 7 November 2017 and an agreement to recover the Star Sanctum loan was announced on 31 July 2018. The principal has been fully recovered in 2018 and 2019. The US$300k investment in the Dallas-based wheel project was announced on 18 January 2018 and the restructuring of the repayment terms of the investment in this project was announced on 16 January 2019. To date US$275k of the principal has been recovered along with accumulated interest.
The Company has been looking for a suitable project after the termination of its previous projects, and believe the Energy sector, in particular renewable Energy, is an attractive segment to focus its continued development. The company has entered into an agreement with Cindrigo Energy Limited in respect of a proposal involving the acquisition of Cindrigo Energy Limited and its wholly owned subsidiary Cindrigo Limited. The company to be acquired is part of a group of companies pursuing renewable energy projects, initially in the Ukraine, built on broad Swedish expertise and experience in the waste to energy and biomass energy sector.
Chief Executive Officer
6 August 2021
CFO’S FINANCIAL REVIEW STATEMENT
The Company posted a loss in the year under review as a result of administrative expenses and cost of interest on the convertible loan notes. The company’s historic investments had no transactions during the year. There was no revenue for the year ended 31 December 2020.
Profit for the year
For the year, the Company recorded a loss of £325k (2019 profit: £936k). The biggest cost driver was the £173k (2019: £194k) in accrued interest and finance costs for the two outstanding convertible notes and administrative expenses of £107k (2019: £170k). The company recorded an impairment of £22k on its investment in the Dallas Wheel. The Company reports a total comprehensive loss of £325k (2019 loss: profit: £936k).
The total amount of assets on the balance sheet as per the balance sheet date is £12k (2019: £44k). The assets consist mainly of the investment in the Dallas Wheel project of £22k which was impaired in full in 2020. In addition the Company shows cash and cash equivalents of £5k (2019: £16k) and trade and other receivables of £7k (2019: £6k).
A mix of equity and convertible notes has financed these assets. The equity at the balance sheet date amounted to (£2,409k) (2019: (£2,220k)) and the liabilities were £2,421k (2019: £2,264k).
During the year the company issued new convertible loan note for £89k and additionally received funds from Cindrigo Limited to cover costs associated with the reverse takeover and settle the company’s current payables.
Cash used in operations totalled £177k (2019: £266k).
As at 31 December 2020, the Company held £5k (2019: £16k) in the bank account.
Chief Financial Officer
6 August 2021