Potential RTO and suspension of listing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
For immediate release 19 August 2020
Challenger Acquisitions Limited
("Challenger" or the "Company")
Potential reverse takeover and suspension of listing
Challenger Acquisitions Limited (LSE: CHAL) is pleased to announce that it has entered into a Letter of Intent ("LOI") with Cindrigo Limited ("Cindrigo") and Cindrigo Energy Limited, which are part of a group of companies pursuing renewable energy projects built on broad Swedish expertise and experience in the waste to energy and biomass energy sector (see www.cindrigo.com).
The LOI contemplates Challenger making an offer ("Offer") to acquire all of the shares of Cindrigo, subject to completion of a reorganization between Cindrigo and its holding company, Cindrigo Energy Limited, which requires court approval in Canada. The making of the Offer would trigger the assumption by Cindrigo of the costs of implementing the transaction and obtaining readmission of the Company's shares to the Official List and the Main Market of the LSE along with certain of the overheads and creditors of Challenger, subject to a cap of £560,000. To support this obligation, Cindrigo is obliged to make an initial payment of £450,000 into the client account of the lawyers for Challenger.
On the making of the Offer, Cindrigo will be entitled to appoint two directors to the board of Challenger at which point two of the existing directors will step down. It has been agreed that the two remaining directors of Challenger will step down if requested at any time to do so by Cindrigo.
The consideration payable under the Offer will be the issue to Cindrigo shareholders of shares and/or convertible loan notes of Challenger such that, following completion, and conversion of the convertible notes issued as part of the consideration, the existing shareholders of Challenger together with the Company's existing holders of convertible notes will between them hold 3% of the share capital.
The current board of Challenger has unanimously approved the LOI and there is, subject-to-contract, agreement between the Company and all the convertible noteholders to facilitate this transaction.
Should the Offer complete, it would constitute a Reverse Take Over ("RTO") under the Listing Rules. Therefore, at the request of the Company the FCA suspended the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange has also been suspended pending either a further announcement on specific details of the RTO, the publication of a prospectus, or an announcement that the RTO is not proceeding.
The Board of the Company will update the market further as and when necessary.
Mark Gustafson, Challenger's Chief Executive Officer, said, "This is a very positive development for the Company. Our board has worked relentlessly throughout late 2019 and this year to secure an appropriate RTO opportunity. We will now work actively with Cindrigo towards the making and completion of the Offer."
**ENDS**
For more information visit www.challengeracquisitions.com or enquire to:
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Challenger Acquisitions Limited |
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Mark Gustafson
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+1 604 454 8677 |
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St Brides Partners Ltd (PR) |
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Cosima Akerman |
+44 (0) 20 7236 1177 |
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