Challenger Acq Ltd - Offer Letter to Cindrigo Shareholders
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('Challenger' or the 'Company')
Offer Letter to Cindrigo Shareholders
The Offer Letter includes the following principal points:
· The Offer Letter is open for acceptance until
· The Offer Letter has been approved by the boards of
· The Offer is conditional upon Cindrigo shareholders who will together hold at least 50.1% of the shares in Cindrigo accepting the Offer. Challenger then proposes to acquire the remaining shares through the operation of drag-along rights in the articles of association of Cindrigo.
· Cindrigo has received irrevocable undertakings to accept the Offer from Cindrigo shareholders holding 60% of the shares in
· After a proposed reorganisation of the current issued share capital of Challenger, consisting of a consolidation of Challenger's ordinary shares on the basis of a consolidation factor of 266 existing shares to 1 ("Challenger Reorganisation"), Challenger will be offering 1 new share in Challenger ("Consideration Shares") for each share in Cindrigo (there will be 146,572,394 shares Cindrigo shares outstanding on completion of the PoA). If the Challenger Reorganisation does not proceed, the number of shares being offered will increase by the consolidation factor.
· It has been agreed between Challenger and Cindrigo that the Consideration Shares will be issued at a price of
· Zero coupon convertible loan notes 2030 ("Loan Notes") may be issued to Cindrigo Shareholders who would otherwise hold 30% or more of Challenger's issue share capital on completion of the acquisition of Cindrigo in respect of the number of shares that they would hold in excess of 29.9%. The Loan Notes will be convertible by the Company or noteholders at any time prior to maturity at the same price per share as shares are to be issued pursuant to the Offer. Loan Notes shall not be convertible where doing so would trigger a mandatory offer obligation, require Challenger to publish a prospectus or cause the proportion of Challenger's issued share capital that is in public hands for the purposes of the Listing Rules to drop below 25%. To the extent that the Loan Notes have not been converted, they will be redeemable at face value ten years from issue.
· The Offer, if completed, will represent a reverse takeover for Challenger.
· Upon making the Offer, Cindrigo has agreed to transfer
· Upon making the Offer and completing the funds transfer referred to above, Challenger has agreed to appoint two of the directors of
· The new Chairman of Challenger will be Lars Guldstrand.
· Cindrigo Shareholders will, in aggregate, hold 96.5% of the issued share capital of Challenger when Challenger has acquired 100% of the shares in Cindrigo.
· The Offer is also conditional on there not being any mandatory offer required under the UK City Code on Takeovers and Mergers UK. The Company will seek confirmation from the
· Challenger will hold a General Meeting to propose to its shareholders certain resolutions to facilitate the Cindrigo acquisition including resolutions to grant authority to issue some of the Consideration Shares and disapply the existing shareholders' pre-emption rights (the "Share Issuance Resolutions"). Resolutions will also be proposed to consolidate the issued share capital pursuant to the Challenger Reorganisation and, conditional upon the completion of the Offer, change the name of the Company to
· On completion of the acquisition and of the conversion of the existing loan notes and the New Notes, the existing Challenger shareholders will together hold 3% of the issued share capital of Challenger. If the Warrants are exercised, all the shareholders of Challenger will be diluted, but the Company will receive the exercise price for additional working capital.
· The Offer will complete on the satisfaction or waiver of the last of the conditions pursuant to which it is made. If the conditions have not been satisfied or waived by
When the Offer completes, completes, the Company's listing on the standard segment of the Official List and trading on the Main Market of the
Biographies for two new directors:
Lars Guldstrand -
Mr. Guldstrand has more than 35 years of executive and international investing experience in the energy, technology, telecom and media sector.
During his career, Mr. Guldstrand has held executive positions in a number of private and public companies in Europe, the United States, the Middle East and Africa. Mr. Guldstrand is currently serving as the Chairman of
Mr. Guldstrand started his career in his family business between 1978-1992, thereafter, during 1992-1998 with Telia as CEO
Mr. Guldstrand has a Master of
Mustaq Patel -
Mr. Patel has served as the group Managing Director since the inception of Cindrigo and has been the President since
He spent two years working for the Government of Brunei in the recovery and restructuring of assets for the Government of Brunei and the
Mark Gustafson, Challenger's Chief Executive Officer, said, "The making of the Offer is a substantial step forward for the Company. We will now work directly with Cindrigo on completing this transaction. We want to express our deep gratitude to George Lucan and Rupert Baring for their endless support during this reverse takeover process."
For more information visit www.challengeracquisitions.com or enquire to:
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+1 604 454 8677
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+44 (0) 20 7236 1177
+44 (0) 7961 376 640
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Quick facts: Challenger Acquisitions Limited
Market Cap: £410.2 k
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