Cindrigo Holdings Limited Issue of Loan Notes (0269Q)
October 25 2021 - 1:00AM
UK Regulatory
TIDMCINH
RNS Number : 0269Q
Cindrigo Holdings Limited
25 October 2021
25 October 2021
Cindrigo Holdings Limited
('Cindrigo' or the 'Company')
Issue of Loan Notes
Cindrigo is pleased to announce that it has today completed the
issue of a new Series 4 Zero Coupon Convertible Loan Notes 2031
with a principal value of GBP1,575,000 (the "Loan Notes"),
convertible at a price of 10 pence per share into a maximum of
15,750,000 new ordinary shares in the Company. The conversion price
is the same as that offered by Cindrigo Energy Limited ("CEL") in
its Open Offer to shareholders which completed shortly before
completion of the reverse takeover of CEL by the Company.
GBP750,000 of the principal value of the Loan Notes were
subscribed in cash and a further GBP750,000 was offset against a
loan liability of the Company's wholly owned subsidiary, Cindrigo
Limited, to Danir AB ("Danir") a Swedish company which is the
largest shareholder in the Company.
The remaining GBP75,000 of the principal value of the Loan Notes
were issued in satisfaction of the arrangement fees payable in
respect of the subscription for the newly issued Loan Notes and
various loan facilities made available to the Company and its
recently acquired subsidiaries. All of the Loan Notes have been
issued to Danir. The Loan Notes are transferable and are
convertible at any time prior to maturity by either the Company or
the noteholder but may not be converted if such conversion
would:
i. require the noteholder to make a mandatory offer under Rule 9
of the City Code on Takeovers and Mergers;
ii. reduce the percentage of the share capital of the Company in
Public Hands below 25% of the entire issued capital of the Company
for the purpose of the Listing Rules; or
iii. require the Company to issue a prospectus.
On final reconciliation of the consideration payable in respect
of the Reverse Takeover by the Company of the Cindrigo Group of
companies which completed on 30 July 2021, the principal value of
Loan Notes issued to Danir was GBP612,259.41. This is marginally
less than initially announced.
Danir currently holds 41,238,720 ordinary shares in the Company
representing 29% of the issued share capital of the Company. If
Danir were to convert all the loan notes it currently holds it
would be entitled to acquire a further 21,872,594 ordinary shares
taking its holding to 38.46%. Such conversion is restricted by the
terms of the notes.
Cindrigo Chief Executive, Lars Guldstrand, commented: "We are
grateful for the very valuable continued support of Danir during
the ongoing development of the Company and look forward to keeping
shareholders updated on continual developments including the
re-admission to trading of the ordinary shares of Cindrigo."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation No. 596/2014, which forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018.
**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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