REG - Cindrigo Hldgs Ltd - Annual Financial Report & Danir AB Finance
10/07/2023 17:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230710:nRSJ5530Fa&default-theme=true
RNS Number : 5530F Cindrigo Holdings Limited 10 July 2023
NOT FOR RELEASE, PUBLICATION OR DISRIBUTION DIRECTLY OR INDIRECTLY WITHIN,
INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
10 July 2023
Cindrigo Holdings Limited
("Cindrigo " or the "Company]
Final Results and Danir AB Finance
2022 Full Year Accounts
Cindrigo Holdings Limited (LSE: CINH) is pleased to announce that its audited
accounts for the year ended 31 December 2022 have been approved and extracts
are attached to this announcement and available in full on the Company's
website at www.cindrigo.com (http://www.cindrigo.com) .
The Company apologises for the delay in publishing these accounts which arose
as a result of a misunderstanding regarding whether or not the Company was a
Public Interest Entity. This misunderstanding has been resolved with the
assistance of the Financial Reporting Council in the UK and the Regulator in
Guernsey where the Company is incorporated.
£1 million Convertible Loan
Cindrigo is also pleased to announce that it has entered into an agreement
with its largest shareholder, Danir AB ("Danir"), to invest a further
£1,000,000 in the Company to provide additional working capital for the
continuing development of its geothermal power plant in Northern Croatia.
The investment is by way of a four-year Convertible Loan Note ("CLN") and
attracts a fee equating to annual compound interest at a rate of 12 per cent
per annum. The fee will be paid on completion of the loan. The Company has
created and issued to Danir £1,573,519 interest free unsecured CLNs. The CLN
is convertible into ordinary shares of the Company at a fixed price of £0.70
per share.
The CLN should enable the Company to provide a clear working capital statement
in the Prospectus that it is preparing to support its application to relist
its enlarged share capital of the Company on the Main Market of the London
Stock Exchange.
A further announcement on the relisting will be made in due course.
** ENDS**
For more information please contact
Cindrigo Holdings Limited
Lars Guldstrand
(CEO)
+44 (0) 7408 861
667
St. Brides Partners (PR)
Catherine Leftley, Paul Dulieu
+44 (0) 20 7236
1177
Extracts from the Audited Accounts for the year ended 31 December 2022 are set
out below:
CEO's Statement
For Cindrigo Holdings Group (formerly Challenger Acquisitions Limited the
"Company ") the year 2022 was a year of material change
Initially formed in November 2014 to undertake one or more acquisitions in the
entertainment and leisure sectors with a particular focus on the attractions
sector. With none of the proposed projects coming to fruition the company
looked for alternative activity.
The Company had been looking for suitable projects and believed the energy
sector, in particular renewable energy, was an attractive sector in which to
focus its development. In 2021 it completed the acquisition of Cindrigo Energy
Limited and its wholly owned subsidiary Cindrigo Limited. The companies
acquired were part of a group of companies (the "Group") pursuing renewable
energy projects, initially in the Ukraine, built on cooperation with China
Energy a world leader in energy development in combination with a broad
Swedish expertise and experience in the waste to energy and biomass energy
sector.
Strategic and Operational Review
Due to the situation in Ukraine, the Group suspended its projects in Ukraine
in February 2022. In anticipation of the development of the troubles in
Ukraine the Company has since the middle of 2022 concentrated its efforts in
the geothermal sector. The Group acquired an option in November 2021 to
acquire the entire issued share capital of Energy Co-invest Global Corp.
("ECG"), a renewable energy developer based in Canada with geothermal
opportunities and assets primarily in Iceland and Croatia. This option was
exercised in March 2022 with ECG being a platform for the Group's geothermal
business and the continued development and pursuit of geothermal
opportunities, primarily in Central Europe ECG also held 48% of the issued
share capital of GEG a geothermal specialist based in Iceland with potential
project in Chile and Kenya.
In June 2022 the Group via its wholly owned subsidiary Cindrigo Geothermal
Limited acquired 90% of the issued share capital of EES Dravacel Energetika
d.o.o.('Dravacel'), a Croatian incorporated company, which held and continues
to hold a geothermal exploration licence in respect of 57.9 km2 in Slatina,
northern Croatia ('CCP Slatina' or the 'Project'), believed to be suitable
for geothermal development (the 'Acquisition'). Dravacel has the permits
necessary to implement a well-defined drilling programme to access the
geothermal heat resources.
The Group's Board of Directors reflects the industry expertise necessary to
pursue this opportunity.
Acquisition of Cindrigo Energy Limited
On 30 July 2021, the Group acquired Cindrigo Limited and Cindrigo Energy
Limited, which were part of a group of companies pursuing renewable energy
projects in the Ukraine.
The acquisition constituted a reverse takeover for the Company.
The entire issued share capital of Cindrigo Limited has been distributed to
the Company by Cindrigo Energy and following such distribution Cindrigo Energy
Limited has been dissolved.
Cindrigo Holdings Limited (as the Company has been renamed) is in the process
of preparing an application to the FCA for its enlarged ordinary share capital
to be readmitted to the standard segment of the Official List of the London
Stock Exchange and to trading on the Main Market of the London Stock Exchange.
Board of director changes
There have been no changes in the Board of Directors during the financial year
ended 31 December 2022.
Investments
The Group holds two investments from previous ventures on the statement of
financial position which are fully impaired.
Dallas, Texas investment
In January 2019, the Group 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 Group 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 Group, however given the uncertainty of
the recoverability of this balance in has been impaired in full.
New York Wheel equity units
The Group retains an equity unit 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 Group has
transferred one of the equity units to a loan note holder as part of a
settlement on existing loan notes.
Cindrigo Limited Investment
To complete the acquisition of Cindrigo Energy Limited and Cindrigo Limited
the Group issued 140,449,800 new ordinary shares and convertible loan notes
with a principal value of £612,259.41 convertible into up to 6,122,594 new
ordinary shares at £0.10 per share as consideration for the acquisition.
In accordance with IFRS the transaction is recorded as an investment in the
accounts of the Group which eliminates on consolidation.
Cindrigo Energy Limited held a 100% investment in Cindrigo Limited which in
turn held a 99% investment in Kyiv Power BTS LLC a company incorporated in
Ukraine. This company would have acted as the holding company for the
operations to build and operate waste to energy plants in contracts with the
Ukrainian government. Given the invasion of Ukraine by the Russian Federation
in February 2022 all operations in Ukraine were suspended indefinitely and
accordingly there is uncertainty about whether the investment is recoverable.
Accordingly in the company only accounts of Cindrigo Holdings Limited the
investment has been fully impaired. This impairment does not impact the net
assets of the group as the investment is eliminated in the consolidation for
the Cindrigo Group financial statements.
Other important events post reporting period, is that the Company has signed
Framework agreement with Petroline a company based in the Abu Dhabi UAE
regarding project funding (contingent on Due Diligence) and Kaishan, a
Singapore based company for full turn key EPC contract, to be finalized
in specific contract for Croatia 1 (Slatina 3). The Group's largest
shareholder have also provided additional £1million of working capital, the
funds were received in April 2023.
Current priority is to raise and finalise Project development funds for the
Dravacel /Croatia 1 project, to move the project forward, while also evaluate
additional licenses primarily in Europe, to strengthen the portfolio.
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.
Lars Guldstrand
Chief Executive Officer
Date : 9 July 2023
Financial Review
Overview
The Group posted a loss in the year under review as a result of administrative
expenses and cost of interest on the convertible loan notes. There was no
revenue for the year ended 31 December 2022.
Profit for the year
For the year, the Group recorded a loss of £2,467k (2021 loss: of £2,016k).
and administrative expenses of £1,780k (2021: £1,981k). The key components
of administrative expenses in the group financial statements include £270K in
legal fees, £285K in consulting fees, £155k in professional and £266K in
travel. The biggest cost driver was the £97k (2021: £204k) in accrued
interest and finance costs for the outstanding convertible notes. The Group
reports a total consolidated comprehensive loss of £2,467k (2021 loss:
£2,016k).
Balance Sheet
The total amount of assets on the balance sheet as per the balance sheet date
is £1,941k (2021: £2,425k). In addition, the Group shows cash and cash
equivalents of £690k (2021: £1,562k) and trade and other receivables of
£402k (2021: £863k).
A mix of equity and convertible notes has financed these assets. The equity at
the balance sheet date amounted to (£779k) (2021: £1,335k) and the
liabilities were £2,720k (2021: £1,090k).
Cash flow
Cash used in operations totalled £1,991K (2021: £1,922k).
Closing cash
As at 31 December 2022, the Group held £690k (2021: £1,562k) in the bank
accounts.
Simon Fawcett
Chief Financial Officer
Date : 09 July 2023
Consolidated Statement of Comprehensive Income
The statement of comprehensive income is set out below.
Year ended Year ended
31 December 31 December
2022 2021
Note £'000 £'000
Administrative expenses (1,780) (1,811)
Other operating income 10
Operating profit / (loss) (1,770) (1,811)
Amounts written off investments - -
Finance costs 12 (97) (204)
Profit / (Loss) before income taxes (1,867) (2,016)
Income tax expense 16 - -
Profit / (Loss) after taxation (1,867) (2,016)
Profit / (Loss) for the year (1,867) (2,016)
Share of Profit / (loss) in associate (603) -
Share of (Profit) / loss attributable to Non-controlling interest 3 -
Total comprehensive profit / (loss) attributable to owners of the parent (2,467) (2,016)
Earnings / (Loss) per share:
Basic from continuing operations 17 (0.017) (0.014)
Diluted from continuing operations 17 (0.017) (0.014)
Consolidated Statement of Financial Position
The statement of financial position as at 31 December 2022 is set out below:
As at 31 December 2022 As at 31 December 2021
Note £'000 £'000
Assets
Non - current assets
Property, plant and equipment 6 622 -
Intangible Assets 7 227 -
Current assets
Cash and cash equivalents 8 690 1,562
Trade and other receivables 9 402 863
Investments 10 - -
Total current assets 1,941 2,425
Total assets 1,941 2,425
Equity and liabilities
Capital and reserves
Share capital account 8 12,038 11,879
Equity component of convertible instruments 3,456 3,275
Retained earnings (16,270) (13,818)
Non-controlling Interests (3) -
Total equity attributable to equity holders (779) 1,335
Current liabilities
Borrowings 11 2,407 889
Trade and other payables 13 313 201
Total current liabilities 2,720 1,090
Total equity and liabilities 1,941 2,425
Consolidated Statement of Changes in Equity
The statement of changes in equity is set out below:
Share Equity component of convertible instruments Retained earnings Total
Capital account
£'000 £'000 £'000 £'000
As at 1 January 2021 8,394 (2,409)
106 (10,909)
Profit for the year
Total comprehensive loss for the year - (2,016)
- (2,016)
Transaction with owners
Proceeds from Issue of shares 3,485 - - 3,485
Conversion of loan notes to equity instruments 3,169 3,169
- - -
Other movements in equity - - (892) (892)
As at 31 December 2021 11,879 3,275 (13,818) 1,335
Share Equity component of convertible instruments Retained earnings Non controlling interest Total
Capital account Total
£'000 £'000 £'000 £'000 £'000
As at 1 January 2022
11,879 3,275 (13,818) - 1,335
Profit for the year
Total comprehensive loss for the year (2,467) - (2,467)
Transaction with owners
Proceeds from Issue of shares
Conversion of loan notes to equity instruments 181 - 181
Other movements in reserve 15 - 15
Other movements in equity 159 - 159
Amounts attributable (3) (3)
To NCI
As at 31 December 2022 12,038 3,456 (16,270) (3) (779)
Share capital comprises the Ordinary Shares issued by the Group.
Retained earnings represent the aggregate retained losses of the Group since
incorporation.
Equity component of convertible instruments represents the equity element of
instruments with a convertible element.
Consolidated Statement of Cash Flows
The cash flow statement is set out below:
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Cash flow from operating activities
Loss for the period before taxation (2,473) (2,016)
Premium paid on convertible loan note repayment -
Net unrealised FX effect -
Interest 97 204
Operating cash flows before movements in working capital (2,564) (2,220)
(Increase)/Decrease in receivables 461 569
Decrease in accounts payable and accrued liabilities 112 (271)
Net cash used in operating activities (1,991) (1,922)
Fixed assets investment (849) -
Payback from investments - -
Net cash outflow from investing activities (849) -
Changes in borrowings/convertible instruments 1,615 -
Equity component of convertible instruments 181 -
Other movements in equity/Minority interest 172 3,485
Funding received from Cindrigo Limited - 70
Net cash inflow from financing activities 1,968 70
Net decrease in cash and cash equivalents (872) 1,562
Cash and cash equivalent at beginning of period 1,562 5
Cash and cash equivalent at end of period 690 1,562
Notes to the consolidated financial statements
1. General information
The Group was incorporated under section II of the Companies (Guernsey) Law
2008 on 24 November 2014, it is limited by shares and has registration number
59383.
The Group had an investment of US$3m in New York Wheel Investor LLC, a Group
that was set up to fund the equity component for the project to build a New
York Wheel which includes an approximate 630 foot high observation wheel with
36 capsules, a 68,000 square foot terminal and retail building, and a 950
space parking garage. This investment was fully impaired as a result of the
termination of the project and litigation between New York Wheel Investor LLC
and one of the primary contractors. One share with a nominal value of US$1m
was given to the former Starneth owners to pay the debt resulting from the
second tranche of the purchase contract. The Group entered into an investment
into the Dallas Wheel project. The investment was sold in 2019 for
consideration of US$300k of which US$275k was received however no further sums
have been received since. Given the uncertainty as to whether the project will
ultimately proceed the fair value of the Dallas wheel investment was fully
impaired as at year end.
On the 30 July 2021, the Group completed its reverse takeover of Cindrigo
Limited and Cindrigo Energy Limited, which are part of a group of companies
that were pursuing renewable energy projects in the Ukraine and Central
Europe.
The Group entered into an agreement with Cindrigo Energy Limited in respect of
a achieving the acquisition of Cindrigo Energy Limited and its wholly owned
subsidiary Cindrigo Limited. The Acquisition proceeded pursuant to a new Plan
of Arrangement under the British Columbia Business Corporations Act. Under the
arrangement the Group acquired each share in the issued share capital of
Cindrigo Energy Limited in exchange for 0.875 new shares issued by the Group.
As a result of the exchange the former shareholders of Cindrigo Energy Limited
acquired 96.5% of the enlarged issued share capital of the Group on a fully
diluted basis if all consideration loan notes had been converted.
The Acquisition constituted a reverse takeover for the Company.
The Group is making 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.
The Group's registered office is located at PO Box 186, Royal Chambers, St
Julian's Avenue, St. Peter Port, Guernsey GY1 4HP, Channel Islands.
2. Significant Accounting Policies
Basis of preparation
The consolidated financial statements of Cindrigo Holdings Limited (formerly
Challenger Acquisitions Limited) for the year ended 31 December 2022 have been
prepared in accordance with International Financial Reporting Standards as
adopted by the EU (IFRS's as adopted by the EU), issued by the International
Accounting Standards Board (IASB), including interpretations issued by the
International Financial Reporting Interpretations Committee (IFRIC) applicable
to the companies reporting under IFRS.
The preparation of consolidated financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's
accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in note 3.
The financial information has been presented in British Pound (£), being the
functional currency of the Group.
Basis of consolidation
The consolidated financial statement incorporates the results of the Group and
its wholly owned subsidiaries:
The Group conducts its operational business through the Company's wholly-owned
subsidiary, Cindrigo Limited (UK).
All inter-company, investments, balances, transactions, income and expenses
and profits and losses resulting from inter-company group transactions are
eliminated in full on consolidation. Unrealised losses are also eliminated
when the transaction provides evidence of an impairment of the asset
transferred.
The following company's are consolidated into the Group financial statements:
Name of Company Country of Nature of % owned Method of
incorporation operations Consolidation
Cindrigo Limited U.K Cost Centre 100% Full consolidation
Cindrigo Geothermal Limited U.K Holding 100% Full consolidation
company
Dravacel Energetika doo Croatia Geothermal 90% Full consolidation
energy
Energy Co-Invest Global Canada Holding 100% Full consolidation
company
GEG efh Iceland Geothermal 48% Equity accounting
energy
Kyiv Power BTS LLC Ukraine Holding 99% Full consolidation
company
Going concern
At 31 December 2022 the Group had net liabilities of (£779k). The
consolidated financial statements have been prepared on the assumption that
the Group will continue as a going concern. Under the going concern
assumption, an entity is ordinarily viewed as continuing in business for the
foreseeable future with neither the intention nor the necessity of
liquidation, ceasing trading or seeking protection from creditors pursuant to
laws or regulations. In assessing whether the going concern assumption is
appropriate, the Directors take into account all available information for the
foreseeable future, in particular for the twelve months from the date of
approval of the financial information.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future
In April 2023 the company secured a further £1,000k in financing from a major
shareholder in the group and the funds have been received at the date of the
issue of the financial statements.
Additionally, the Group has warrant options with existing convertible loan
note holders worth up to £6,000k when the Group completes its listing. The
Group also has the option to reduce staff costs which are principally fees and
consulting costs payable to the directors to preserve working capital.
The directors have prepared cashflow forecasts until the year ended December
2024 and consider that the company has sufficient working capital.
The Directors' objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders. At the date of this
financial information, the Group had been financed from equity and convertible
notes. In the future, the capital structure of the Group is expected to
consist of convertible notes and equity attributable to equity holders of the
Group, comprising issued share capital and reserves.
New standards, interpretations and amendments effective from 1 January 2022
There were no new standards or interpretations effective for the first time
for periods beginning on or after 1 January 2022 that had a significant effect
on the Group's consolidated financial statements.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have
been issued but are not yet effective.
The directors do not expect that any of these standards and interpretations
will have a material impact on the consolidated financial statements of the
Group.
Segment Reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the board of directors. The Directors are of the opinion that the
business of the Group comprised a single activity, being the identification
and acquisition of target companies or businesses in the energy sector.
Foreign Currency Translation
Functional and presentation currency
Items included in the consolidated financial statements are measured using the
currency of the primary economic environment in which the entity operates
('the functional currency'). The consolidated financial statements are
presented in British Pounds (GBP), which is Cindrigo Holdings functional and
presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates are generally recognised in profit or
loss. Foreign exchange gains and losses are presented in the statement of
profit or loss, within finance income or finance costs.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For example,
translation differences on non-monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or
loss as part of the fair value gain or loss and translation differences on
non-monetary assets such as equities classified as available-for-sale
financial assets are recognised in other comprehensive income.
Fair value of assets
Assets are tested for fair value whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. A reduction in fair
value is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an
asset's fair value less costs of disposal and value in use. For the purposes
of assessing fair value, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows which are largely independent
of the cash inflows from other assets or groups of assets (cash-generating
units). Non-financial assets other than goodwill that suffered a significant
reduction in fair value are reviewed for possible reversal of the significant
reduction in fair value at the end of each reporting period.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash
equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in
value, and bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities in the balance sheet.
Investments and other financial assets
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on
trade-date, the date on which the Group commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss, transaction costs that are directly attributable to the acquisition of
the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in profit or loss.
The Group's investments in corporate debt securities which are held within a
business model whose objective is achieved both by collecting contractual cash
flows and by selling securities are classified as held at fair value through
profit or loss (FVTPL).
Investments in equity securities have been classified as measured at FVTPL.
Interest income from financial assets at fair value through profit or loss is
included in the net gains/(losses). Interest on financial assets held at
amortised cost, calculated using the effective interest method is recognised
in the statement of profit or loss as part of revenue from continuing
operations.
Impairment of financial assets
Financial assets are assessed for indicators of decline in fair value at the
end of the reporting period. The Group recognises an allowance for expected
credit losses (ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at an approximation of the original
effective interest rate.
For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a
12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Income recognition
Interest income
Interest income is recognised using the effective interest method. When a
receivable is impaired, the Group reduces the carrying amount to its
recoverable amount, being the estimated future cash flow discounted at the
original effective interest rate of the instrument and continues unwinding the
discount as interest income. Interest income on impaired loans is recognised
using the original effective interest rate.
Trade and other payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of financial year which are unpaid. The amounts are
unsecured and are usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognised initially at their
fair value and subsequently measured at amortised cost using the effective
interest method.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs
incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss over the period of the borrowings using
the effective interest method. Fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan to the extent that
it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw down occurs. To the extent there is
no evidence that it is probable that some or all of the facility will be drawn
down, the fee is capitalised as a prepayment for liquidity services and
amortised over the period of the facility to which it relates.
The fair value of the liability portion of a convertible bond is determined
using a market interest rate for an equivalent non-convertible bond. This
amount is recorded as a liability on an amortised cost basis until
extinguished on conversion or maturity of the bonds. The remainder of the
proceeds is allocated to the conversion option. This is recognised and
included in shareholders' equity, net of income tax effects.
Employee benefits
Short term obligations
Liabilities for wages and salaries, including non-monetary benefits and
accumulating sick leave that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related
service are recognised in respect of employees' services up to the end of the
reporting period and are measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current employee
benefit obligations in the balance sheet.
The obligations are presented as current liabilities in the balance sheet if
the entity does not have an unconditional right to defer settlement for at
least twelve months after the reporting period, regardless of when the actual
settlement is expected to occur.
Share based payments
Employee options
The fair value of options granted is recognised as an employee benefits
expense with a corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of the options granted:
· including any market performance conditions (eg the entity's share
price)
· excluding the impact of any service and non-market performance
vesting conditions (eg profitability, sales growth targets and remaining an
employee of the entity over a specified time period), and
· including the impact of any non-vesting conditions (eg the
requirement for employees to save or holdings shares for a specific period of
time).
The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.
Social security contributions payable in connection with an option grant are
considered an integral part of the grant itself and the charges are treated as
cash-settled transactions.
The options are administered by Cindrigo Holdings Limited. When the options
are exercised, Cindrigo Holdings Limited transfers the appropriate amount of
shares to the employee. The proceeds received net of any directly attributable
transaction costs are credited directly to equity.
Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity under share capital as a deduction, net of tax, from the
proceeds.
Earnings per share
Basic earnings per share is calculated by dividing:
· the profit attributable to owners of the Group, excluding any costs
of servicing equity other than ordinary shares
· by the weighted average number of ordinary shares outstanding during
the financial year.
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
· the after income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares, and
· the weighted average number of additional ordinary shares that would
have been outstanding assuming the conversion of all dilutive potential
ordinary shares.
3. Critical estimates, judgements and errors
The preparation of consolidated financial statements requires the use of
accounting estimates which, by definition, will seldom equal the actual
results. Management also needs to exercise judgement in applying the Group's
accounting policies.
This note provides an overview of the areas that involved a higher degree of
judgement or complexity, and of items which are more likely to be materially
adjusted due to estimates and assumptions turning out to be wrong. Detailed
information about each of these estimates and judgements is included together
with information about the basis of calculation for each affected line item in
the consolidated financial statements. In addition, this note also explains
where there have been actual adjustments this year as a result of an error and
of changes to previous estimates.
Significant estimates and judgements
The areas involving significant estimates or judgements are:
· Going concern
See accounting policies (note 2) for details of the assessment made.
· Fair value of the Investments
The Group issued £14,044k of ordinary shares and convertible loan notes with
a principal value of £612k convertible into up to 6,122,594 new ordinary
shares at £0.10 per shares to acquire the Cindrigo Energy Limited. Given the
operations of Cindrigo Energy Limited in Ukraine have been suspended
indefinitely the investment has been impaired in the company only accounts.
The investment eliminated on consolidation so there is no impact on the
Group's financial statements.
Estimates and judgements are continually evaluated. They are based on
historical experience and other factors, including expectations of future
events that may have a financial impact on the entity and that are believed to
be reasonable under the circumstances.
4. FINANCIAL RISK MANAGEMENT
This note explains the Group's exposure to financial risks and how these risks
could affect the Group's future financial performance. Current year profit and
loss information has been included where relevant to add further context.
Risk Exposure arising from Measurement Management
Market risk - foreign exchange Future commercial cash flows not denominated in GBP Cash flow forecasting No hedging
Recognised financial assets and liabilities not denominated in GBP Sensitivity analysis
No hedging
Credit risk Cash and cash equivalents, trade receivables, other receivables Aging analysis Diversification of bank deposits.
Credit ratings Follow-ups to loan investment
Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts Availability of committed credit lines and borrowing facilities
Foreign exchange risk
The Group is especially focused on the currency pairs USD/GBP. The Group's
only active investment is denominated in GBP.
The Group's exposure to foreign currency risk at the end of the current
period, expressed in £'000 was as follows:
Currency Assets in CCY Assets in GBP 10% change Liabilities in CCY Liabilities in GBP 10% change
USD - - - - - -
EUR 1k 1k (0.1k) - - -
CHF - - - - - -
SEK - - - 18,000k 1,429k 143k
The Group's exposure to foreign currency risk at the end of the prior period,
expressed in £'000 was as follows:
Currency Assets in CCY Assets in GBP 10% change Liabilities in CCY Liabilities in GBP 10% change
USD 284 210 21 (362) (254) (26)
EUR 1 - - - - -
CHF - - - - - -
During the year, £13k foreign-exchange related gains were recognised in
profit or loss.
As described above the Group is primarily exposed to changes in the USD/GBP
exchange rate. The sensitivity of profit or loss to changes in the exchange
rates as summarized in the above table arises mainly from the Group's SEK
denominated liability.
Interest rate risk
The Group's fixed rate borrowings are carried at amortised cost. They are
therefore not subject to interest rate risk as defined in IFRS 7, since
neither the carrying amount nor the future cash flows will fluctuate because
of a change in market interest rates.
Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and
financial institutions, as well as credit exposures to customers, including
outstanding receivables. To limit the risk the Group's main cash resources are
held with banks with a minimum external rating of A.
Liquidity Risk
The Group currently holds cash balances to provide funding for normal trading
activity. Trade and other payables are monitored as part of normal management
routine.
As at 31 December 2022 all financial assets were classified at fair value. A
maturity analysis of the Group's financial assets is as follows:
As at As at
31 December 31 December
2022 2021
£'000 £'000
0 to 3 months 402 863
3 to 6 months - -
6 months + - -
Total 402 863
As at 31 December 2022 all financial liabilities were classified at amortised
cost. A maturity analysis of the Group's financial liabilities based on
contractual undiscounted payments is as follows:
As at As at
31 December 31 December
2022 2021
£'000 £'000
0 to 3 months 313 1,090
3 to 6 months 2,407 -
6 months + - -
Total 2,720 1,090
5. Business Segments
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the board of Directors. The Directors are of the opinion that the
business of the Group comprised a single activity, being the identification
and acquisition of target companies or businesses in the energy sector.
6. PROPERTY, PLANT AND EQUIPMENT
Land was acquired as part of new acquisition Dravacel, in June 2022, land is
in Croatia and has license to construct GEFL energy site.
Land Total
£'000 £'000
At 31 December 2021 - -
Additions 622 622
At 31 December 2022 622 622
The land is not depreciated. The directors have considered whether the value
of the land requires an impairment as at 31 December 2022, due to the fact
that Dravacel has exploration rights for the land the directors consider that
there has been no diminution in the carrying value of the land since the
acquisition.
7. INTANGIBLE ASSETS
Intangible assets includes Patents and licence, this is property of Dravacel,
acquired in June 2022.
Patents and Licences Total
£'000 £'000
At 31 December 2021 - -
Additions 622 622
At 31 December 2022 622 622
8. SHARE CAPITAL
Issued and fully paid Number of shares Share capital account
£'000
At 31 December 2021 142,202,476 22,458
Issue of shares
At 31 December 2022 142,202,476 22,458
9. CASH AND CASH EQUIVALENTS
2022 2021
£'000 £'000
Cash at bank and in hand 690 1,562
Total cash and cash equivalents 690 1,562
10. TRADE AND OTHER RECEIVABLES
2022 2021
£'000 £'000
Prepayments 1 6
Trade debtors 23 -
Other debtors 39 59
TCB Investors 339 -
JTC deposit - 186
Loan note consideration due - 612
Total trade and other receivables 402 863
On 5 August 2022 CINH lent TCB Investors OU the Vendor of ECG £340,000 for a
term to 31(st) December 2023.
11. Borrowings
2022 2021
Current £'000 £'000
Convertible notes 2,065 612
Other loans 342 277
2,407 889
Note 1 Note 2 Note 3 Note 4 Note 5 Note 6
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2020 (liability) 1,091 808 50 - - - Balance at 31 December 2020 (liability)
Balance at 31 December 2020 (equity) 106 - - - - - Balance at 31 December 2020 (equity)
Finance Charge 97 72 4 - - Finance Charge
Conversion of loan to equity instrument -1,000 -700 - - - - Conversion of loan to equity instrument
Conversion of loan note 3 - - -54 - - -
Issue of Note 4 - - - 1,575 - -
Other movements -188 -180 - - - - Release of accrued interest
Balance at 31 December 2021 (liability) - - - - - - Balance at 31 December 2021 (liability)
Balance at 31 December 2021(equity) 1,000 700 - 1,575 - - Balance at 31 December 2021 (equity)
Issue of Note 5/6 - - - - 1,443 827 Issue of note 5/6
Finance Charge - - - - -23 -1 Finance Charge
Conversion of loan to equity instrument - - - - -68 -113 Conversion of loan to equity instrument
Other movements - - - - - Release of accrued interest
Balance at 31 December 2022 (liability) - - - - 1352 713 Balance at 31 December 2022 (liability)
Balance at 31 December 2022 (equity) 1,000 700 - 1,575 68 113 Balance at 31 December 2022 (equity)
Note 1
On 29 January 2016, the Group issued further £1 million of secured
convertible notes. The notes were unlisted, secured, transferable and
convertible. Maturity date was 30 June 2019. The Secured Convertible Notes
were secured by one common unit of New York Wheel Investor LLC, representing a
total value US$1 million. Interest accrued at 8% per annum and was payable
quarterly. One eighth of the interest can be settled in cash or shares at the
Group's discretion. Seven eighths of the interest is settled in new
convertible notes with the same terms. The notes are convertible in cash or
shares at the option of the holder and can be converted into Ordinary Shares
at a fixed conversion price of £0.80 per Ordinary Share. The Group can redeem
the notes at a 10% premium anytime. As per the nature of this convertible
instrument, £106k has been recognised as an equity component in of
convertible instruments in statement of changes of equity, using a discount
rate of 12%.
In August 2021 the loan notes, including all accumulated but unpaid interest,
were settled by new 10-year zero coupon loan notes with a principal value of
£1m which have been reclassified as an equity instrument under IFRS.
Note 2
The last tranche of £400,000 of the £1 million funding facility announced by
the Group on 13 June 2017, was drawn on 18 January 2018 and subsequently the
Group issued convertible note for £400,000. The notes were unlisted,
unsecured, transferable and convertible. Maturity date was 8 June 2019. No
conversions could happen in the first 120 days. The maximum amount that could
be converted in any 30day period was 20% of the principal amount. The
conversion price was the lowest volume weighted average price over 10 days
prior to the conversion. Interest rate was 8% per annum and payable upon
conversion at the Group's option in cash or ordinary shares at the conversion
price. The Group could redeem in cash all or any part of the outstanding
convertible note with a 25% premium to the principal amount. Despite reaching
maturity this note was still outstanding and continued to accrue interest in
accordance with the interest terms stated
In August 2020 the loan notes, including all accumulated but unpaid interest,
were settled by new 10- year zero coupon loan notes with a principal value of
£700,000 which have been reclassified as an equity instrument under IFRS.
Note 3
The Group issued £52,000 in unsecured convertible notes on 21 September
2020. The noteholder could convert all or part of the principal amount of
its notes into ordinary shares of the Group ('Ordinary Shares') at any time at
a fixed conversion price of 0.1p per Ordinary Share of £0.01
(pre-consolidation). The notes were unlisted, unsecured, transferable and
could be redeemed by the Group on 19 May 2021, at the Group's option in cash
or in Ordinary Shares at 0.1p per Ordinary Share. Interest accrued at 5% per
annum and payable quarterly, or upon conversion, at the Group's option in cash
or by issuing Ordinary Shares.
In August 2021 the loan notes converted automatically on the completion of the
acquisition of Cindrigo Energy Limited and 194,931 new ordinary shares were
issued in respect of such conversion.
Note 4
On 11 October 2021 the Group created up to £1,575,000 Series 4 unlisted,
unsecured, zero-coupon, convertible and transferable loan notes 2031.
Note 5
On 6(th) September 2022 Company received funding of SEK 18,000k from Danir AB.
The loan is interest free and payable on 05 September 2025 but has an option
to convert.
Note 6
On 5th August 2022 Danir agreed to lend CINH £750,000 at an interest rate of
5% per annum. The Loan was to be convertible at a 25% discount to VWAP or
£1.25 per share which ever was the higher.
On 9th December 2022 CINH agreed with Danir to restructure the facility. A
loan of £750,000 was advanced to CINH on that date with agreements and loan
note instruments being reduced to writing in January 2023. The original
agreement was cancelled and a new issue of £3,800,000 convertible notes were
issued to Danir convertible at £0.15 per share. A further loan was advanced
in the sum of £750,000 which will be convertible at £1.25 per share.
2,000,000 warrants at £1.00 exercisable by 31 December 2023 and 3,000,000
warrants at £1.25 exercisable by 31 December 2023.
Other loans
On October 21, 2018, the Company borrowed US$295,600 from a group of arm's
length parties. The loans bear interest at 7% interest per annum. The loans
are convertible at the option of the lenders at any time between 6 to 30
months after the Company's listing on a Stock Exchange at a conversion price
that is at a 25% discount to the 30 day volume weighted average share price.
If the loans are not converted, the loans are due three years after the
Company's listing.
12. FINANCE INCOME AND COSTS
2022 2021
£'000 £'000
Interest Income - -
Bank charges - 2
Interest on convertible loan notes 97 173
Interest on other loans - 29
Net foreign exchange costs - -
Premium to settle convertible loan - -
Finance costs 97 204
13. TRADE AND OTHER PAYABLES
2022 2021
£'000 £'000
Trade payables 57 30
Other payables 149 -
Accrued expenses 107 171
Total trade and other payables 313 201
14. EMPLOYEE BENEFIT EXPENSE
2022 2021
£'000 £'000
Wages and salaries - -
Share options granted to directors, employees and key advisers - -
- -
15. DIRECTORS' EMOLUMENTS
`The Directors were paid emoluments of £126k as directors' fees during the
period under review £126k in 2021). The directors billed an additional of
£327k (2021: £252k) as consultancy fees, booked under administrative
expenses.
All current year directors' fees were paid for by the Group's 100% subsidiary
Cindrigo Limited and not recharged to the parent company.
These details and the details for the other Directors can be found within the
Director's remuneration report on page 22.
The Directors were the key management personnel of the Group.
16. TAXATION
Cindrigo Holdings Limited is a Guernsey Corporation subject to a corporate tax
rate of nil, as of 31 December 2022.
None of the group's subsidiaries incurred any tax liabilities during the year
ended 31 December 2022.
There are no unrecognised tax losses.
17. EARNINGS PER SHARE
The calculation for earnings per share (basic and diluted) for the relevant
period is based on the profit / loss after income tax attributable to equity
holder for the period ending 31 December 2021 and is as follows:
31 December 2022
Loss from continued operations attributable to equity holders (£) (2,467,000)
Weighted average number of shares of £2.667609 each 142,202,476
Loss per share basic (£) (0.017)
Weighted average number of shares for dilutive calculation 142,202,476
Loss per share diluted (£) (0.017)
31 December 2021
Loss from continued operations attributable to equity holders (£) (2,016,000)
Weighted average number of shares of £0.01 each 142,202,476
Loss per share basic (£) (0.014)
Weighted average number of shares for dilutive calculation 142,202,476
Loss per share diluted (£) (0.014)
Basic earnings per share is calculated by dividing the loss after tax
attributable to the equity holders of the Group by the weighted average number
of shares in issue during the year.
Diluted loss per share is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all potential dilutive
ordinary shares namely the conversion of the convertible loan note in issue.
The effect of these potential dilutive shares would be anti-dilutive and
therefore are not included in the above calculation of diluted earnings per
share.
18. RELATED PARTY TRANSACTIONS
During the period the consultancy fees of £106k (31 December 2021: £119k)
were payable to Fitzrovia Advisory Ltd, a company in which M Patel the
director has a material interest. No balances were outstanding at period end
(31 December 2021: £nil). Transactions are completed on an arm's length basis
on normal commercial terms.
During the period the consultancy and legal fees of £nil (31 December 2021:
£191k) were payable to Biogas Prom, a company who was a shareholder in
Cindrigo Limited (and is now a shareholder in the parent company Cindrigo
Holdings Limited). No balances were outstanding at period end (31 December
2021: £nil). Transactions are completed on an arm's length basis on normal
commercial terms.
During the period the consultancy fees of £120k (31 December 2021: £120k)
were payable to IMM International. Balances were due to IMM International of
£9k at 31 December 2022 (31 December 2021: £nil). IMM International and
Cindrigo Holdings Limited are connected by virtue of common key management
personnel, L Guldstrand. Transactions are completed on an arm's length basis
on normal commercial terms.
During the period the consultancy fees of £14k (31 December 2021: £nil) were
payable to Treasury Core UAB. Balances were due to Treasury Core UAB of £9k
at 31 December 2022 (31 December 2021: £nil). Treasury Core UAB and Cindrigo
Holdings Limited are connected by virtue of common key management personnel, J
Oxley. Transactions are completed on an arm's length basis on normal
commercial terms.
During the period the consultancy fees of £44k (31 December 2021: £44k) were
payable to Osmosis Limited. Balances were due to Osmosis Limited of £4k at 31
December 2022 (31 December 2021: £nil). Osmosis Limited and Cindrigo Holdings
Limited are connected by virtue of common key management personnel, S Fawcett.
Transactions are completed on an arm's length basis on normal commercial
terms.
19. COMMITMENTS
The Group had not entered into any material
commitments as of 31 December 2022.
20. SHARE BASED PAYMENTS
On 29 July 2015, options to acquire 615,000 Ordinary Shares ("Options 2015")
were granted to employees and consultants. On 8 September 2015, options to
acquire 730,000 Ordinary Shares ("Options 2015") were granted to the directors
of the Group. These Options 2015 have a fixed exercise price of 40 pence, and
are exercisable in the following tranches; 25% as from the date of grant and
25% every twelve months thereafter (and are therefore fully vested after three
years). They cannot be exercised after the 5th anniversary of the grant. The
Group has no legal or constructive obligation to repurchase or settle the
options in cash.
On 7 January 2016, options to acquire 160,000 Ordinary Shares ("Options 2016")
were granted to consultants. These options have a fixed exercise price of 45
pence, and are exercisable in the following tranches:
2022 2021
Average exercise price in £ per share option Options (thousands) Average exercise price in £ per share option Options (thousands)
0.41 0.41 - 0.41 -
Granted 0.00 - 0.00 -
Forfeited 0.00 - 0.00 -
Exercised 0.00 - 0.00 -
Expired 0.00 - 0.00 -
End of period 0.00 - 0.00 -
Movements in the number of share options outstanding
and their related weighted average exercise prices are as follows: 25% as from
the date of grant and 25% every twelve months thereafter (and are therefore
fully vested after three years). They cannot be exercised after the 5th
anniversary of the grant. The Group has no legal or constructive obligation to
repurchase or settle the options in cash.
Out of the outstanding £Nil (2021: £nil) share
options £Nil (2021: £nil) were exercisable. No options were exercised in
2021 and 2022.
Share options outstanding at the end of the year have
the following expiry date and exercise prices:
Grant-vest Expiry date Exercise price in £ Share options (thousands)
2022
2016-01 2021-01 0.45 -
-
303,000 share options granted in January 2015 expired
in July 2020.
630,000 share options granted in February 2015
expired in September 2020.
The weighted average fair value of the Options 2015 determined using the
Black-Scholes valuation model was 1.4 pence per option. The significant inputs
to the model were share price of 38 pence at the grant date, exercise price of
£0.40, volatility of 14%, dividend yield of 0% an expected option life (to
expiry) of 5 years with 25% vesting each year and an annual risk free interest
rate of 0.5%. The volatility measured at the standard deviation of
continuously compounded share returns is based on the statistical analysis of
daily share prices from listing of the Group until the grant date.
The weighted average fair value of the Options 2016
determined using the Black-Scholes valuation model was 2.49 pence per option.
The significant inputs to the model were share price of 37.5 pence at the
grant date, exercise price of £0.45, volatility of 14%, dividend yield of 0%
an expected option life (to expiry) of 5 years with 25% vesting each year and
an annual risk free interest rate of 0.5%. The volatility measured at the
standard deviation of continuously compounded share returns is based on the
statistical analysis of daily share prices from listing of the Group until the
grant date.
21. SUBSEQUENT EVENTS
The Group has signed Framework agreement with Petroline regarding project
funding (contingent on Due Diligence) and Kaishan for full turn key EPC
contract, to be finalized in specific contract for Croatia 1 (Slatina 3).
The Group's largest shareholder have also provided additional £1million for
the purposes Working Capital management. The funds were received by the Group
in April 2023.
None of these events impact the financial statements for the year ended 31
December 2022.
22. ULTIMATE CONTROLLING PARTY
As of 31 December 2022, no one entity owns more than 50% of the issued share
capital. Therefore, the Group does not have an ultimate controlling party.
Parent Company (Cindrigo Holdings Limited) Statement of Financial Position
The parent company statement of financial position as at 31 December 2022 is
set out below:
As at 31 December 2022 As at 31 December 2021
Note £'000 £'000
Assets
Current assets
Cash and cash equivalents 7 22 27
Trade and other receivables 8 3,055 1,890
Investments 9 - 14,037
Total current assets 3,077 15,954
Total assets 3,077 15,954
Equity and liabilities
Capital and reserves
Share capital account 6 22,493 22,493
Equity component of convertible instruments 3,456 3,275
Retained earnings (25,163) (10,578)
Total equity attributable to equity holders 786 15,184
Current liabilities
Borrowings 10 2,113 620
Trade and other payables 12 178 145
Total current liabilities 2,291 765
Total equity and liabilities 3,077 15,954
The notes below form part of these financial statements.
The Company has elected to take the exemption under the Companies (Guernsey)
Law 2008 not to present the company's statement of comprehensive income. The
Company's loss for the year was £548K (2021: £515k).
The directors acknowledge their responsibilities for complying with the
requirements of the Companies (Guernsey) Law 2008 with respect to account
records and the preparation of financial statements.
The financial statements were approved by the Board of Directors and
authorised for issue on 12 July 2022 and are signed on its behalf by:
Lars Gulstrand - CEO Cindrigo Holdings Limited
Parent Company (Cindrigo Holdings Limited) Statement of Changes in Equity
The statement of changes in equity is set out below:
Share Equity component of convertible instruments Retained earnings Total
Capital account
£'000 £'000 £'000 £'000
As at 1 January 2021 8,394 (2,409)
106 (10,909)
Profit for the year
Total comprehensive loss for the year - (515)
- (515)
Transaction with owners
Issue of shares 14,099 - - 14,099
Conversion of loan notes to equity instruments 3,169 3,169
- - -
Other movements in equity - - 848 848
As at 31 December 2021 22,493 3,275 (10,578) 15,190
Share Equity component of convertible instruments Retained earnings Total
Capital account
£'000 £'000 £'000 £'000
As at 1 January 2022 22,493 15,190
3,275 (10,578)
Profit for the year
Total comprehensive loss for the year - - (14,585) (14,585)
- - - -
Transaction with owners - - - -
Issue of shares - - - -
Conversion of loan notes to equity instruments - 181 - 181
Other movements in equity - - - -
- - - -
As at 31 December 2022 22,493 3,456 (25,163) 786
Share capital comprises the Ordinary Shares issued by the Company.
Retained earnings represent the aggregate retained losses of the Company since
incorporation.
Equity component of convertible instruments represents the equity element of
instruments with a convertible element.
Parent Company (Cindrigo Holdings Limited) Statement of Cash Flows
The cash flow statement is set out below:
Year ended Year ended
31 December 31 December
2022 2021
£'000 £'000
Cash flow from operating activities
Loss for the period before taxation (548) (515)
Premium paid on convertible loan note repayment - -
Net unrealised FX effect - -
Interest 62 173
Operating cash flows before movements in working capital (486) (342)
(Increase)/Decrease in receivables (1,165) 963
Increase in accounts payable and accrued liabilities 34 (327)
Net cash used in operating activities (1,617) 294
Amounts written of investments - -
Payback from investments - -
Net cash outflow from investing activities - -
New convertible loans/repayments 1,431 -
Issue of convertible instruments net of issue costs 181
Repayment of convertible instruments issued - -
Funding received from Cindrigo Limited - 70
Net cash inflow from financing activities 1,612 70
Net decrease in cash and cash equivalents (5) 22
Cash and cash equivalent at beginning of period 27 5
Cash and cash equivalent at end of period 22 27
There were significant non-cash transactions being the issue of share capital
to settle convertible debt and interest. These are detailed in Note 10.
Notes to the parent company (Cindrigo Holdings Limited) financial statements
1. General information
The Company was incorporated under section II of the Companies (Guernsey) Law
2008 on 24 November 2014, it is limited by shares and has registration number
59383.
The Company had an investment of US$3m in New York Wheel Investor LLC, a
company that was set up to fund the equity component for the project to build
a New York Wheel which includes an approximate 630 foot high observation wheel
with 36 capsules, a 68,000 square foot terminal and retail building, and a 950
space parking garage. This investment was fully impaired as a result of the
termination of the project and litigation between New York Wheel Investor LLC
and one of the primary contractors. One share with a nominal value of US$1m
was given to the former Starneth owners to pay the debt resulting from the
second tranche of the purchase contract. The Company entered into an
investment into the Dallas Wheel project. The investment was sold in 2019 for
consideration of US$300k of which US$275k was received however no further sums
have been received since. Given the uncertainty as to whether the project will
ultimately proceed the fair value of the Dallas wheel investment was fully
impaired as at year end.
On the 30 July 2021, the Company completed its reverse takeover of Cindrigo
Limited and Cindrigo Energy Limited, which are part of a group of companies
that were pursuing renewable energy projects in the Ukraine and Central
Europe.
The Company entered into an agreement with Cindrigo Energy Limited in respect
of a achieving the acquisition of Cindrigo Energy Limited and its wholly owned
subsidiary Cindrigo Limited. The Acquisition proceeded pursuant to a new Plan
of Arrangement under the British Columbia Business Corporations Act. Under the
arrangement the Company acquired each share in the issued share capital of
Cindrigo Energy Limited in exchange for 0.875 new shares issued by the
Company. As a result of the exchange the former shareholders of Cindrigo
Energy Limited acquired 96.5% of the enlarged issued share capital of the
Company on a fully diluted basis if all consideration loan notes had been
converted.
The Acquisition constituted a reverse takeover for the Company.
The Company is proposing to make 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.
The Company's registered office is located at PO Box 186, Royal Chambers, St
Julian's Avenue, St. Peter Port, Guernsey GY1 4HP, Channel Islands.
2. Significant Accounting Policies
Basis of preparation
The financial statements of Cindrigo Holdings Limited (formerly Challenger
Acquisitions Limited) for the year ended 31 December 2022 have been prepared
in accordance with International Financial Reporting Standards as adopted by
the EU (IFRS's as adopted by the EU), issued by the International Accounting
Standards Board (IASB), including interpretations issued by the International
Financial Reporting Interpretations Committee (IFRIC) applicable to the
companies reporting under IFRS.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in note 3.
The financial information has been presented in British Pound (£), being the
functional currency of the Company.
Going concern
At 31 December 2022 the Company had net assets £786k. The financial
statements have been prepared on the assumption that the Company will continue
as a going concern. Under the going concern assumption, an entity is
ordinarily viewed as continuing in business for the foreseeable future with
neither the intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations. In
assessing whether the going concern assumption is appropriate, the Directors
take into account all available information for the foreseeable future, in
particular for the twelve months from the date of approval of the financial
information.
The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future
In April 2023 the company secured a further £1,000k in financing from a major
shareholder in the group and the funds have been received at the date of the
issue of the financial statements.
Additionally the Group has warrant options with existing convertible loan note
holders worth up to £4,000k when the Group completes its listing. The Group
also has the option to reduce staff costs which are principally fees and
consulting costs payable to the directors to preserve working capital.
The directors have prepared cashflow forecasts until the year ended December
2024 and consider that the company has sufficient working capital.
The Directors' objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders. At the date of this
financial information, the Company had been financed from equity and
convertible notes. In the future, the capital structure of the Company is
expected to consist of convertible notes and equity attributable to equity
holders of the Company, comprising issued share capital and reserves.
New standards, interpretations and amendments effective from 1 January 2022
There were no new standards or interpretations effective for the first time
for periods beginning on or after 1 January 2022 that had a significant effect
on the Company's financial statements.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have
been issued but are not yet effective.
The directors do not expect that any of these standards and interpretations
will have a material impact on the financial statements of the Company.
Segment Reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the board of directors. The Directors are of the opinion that the
business of the Company comprised a single activity, being the identification
and acquisition of target companies or businesses in the energy sector.
Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements are measured using the currency of
the primary economic environment in which the entity operates ('the functional
currency'). The financial statements are presented in British Pounds (GBP),
which is Cindrigo Holdings functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates are generally recognised in profit or
loss. Foreign exchange gains and losses are presented in the statement of
profit or loss, within finance income or finance costs.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For example,
translation differences on non-monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or
loss as part of the fair value gain or loss and translation differences on
non-monetary assets such as equities classified as available-for-sale
financial assets are recognised in other comprehensive income.
Fair value of assets
Assets are tested for fair value whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. A reduction in fair
value is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an
asset's fair value less costs of disposal and value in use. For the purposes
of assessing fair value, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows which are largely independent
of the cash inflows from other assets or groups of assets (cash-generating
units). Non-financial assets other than goodwill that suffered a significant
reduction in fair value are reviewed for possible reversal of the significant
reduction in fair value at the end of each reporting period.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash
equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in
value, and bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities in the balance sheet.
Investments and other financial assets
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on
trade-date, the date on which the Company commits to purchase or sell the
asset. Financial assets are derecognised when the rights to receive cash flows
from the financial assets have expired or have been transferred and the
Company has transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss, transaction costs that are directly attributable to the acquisition
of the financial asset. Transaction costs of financial assets carried at fair
value through profit or loss are expensed in profit or loss.
The Company's investments in corporate debt securities which are held within a
business model whose objective is achieved both by collecting contractual cash
flows and by selling securities are classified as held at fair value through
profit or loss (FVTPL).
Investments in equity securities have been classified as measured at FVTPL.
Interest income from financial assets at fair value through profit or loss is
included in the net gains/(losses). Interest on financial assets held at
amortised cost, calculated using the effective interest method is recognised
in the statement of profit or loss as part of revenue from continuing
operations.
Impairment of financial assets
Financial assets are assessed for indicators of decline in fair value at the
end of the reporting period. The Company recognises an allowance for expected
credit losses (ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows that the
Company expects to receive, discounted at an approximation of the original
effective interest rate.
For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a
12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Income recognition
Interest income
Interest income is recognised using the effective interest method. When a
receivable is impaired, the Company reduces the carrying amount to its
recoverable amount, being the estimated future cash flow discounted at the
original effective interest rate of the instrument and continues unwinding the
discount as interest income. Interest income on impaired loans is recognised
using the original effective interest rate.
Trade and other payables
These amounts represent liabilities for goods and services provided to the
Company prior to the end of financial year which are unpaid. The amounts are
unsecured and are usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognised initially at their
fair value and subsequently measured at amortised cost using the effective
interest method.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs
incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in profit or loss over the period of the borrowings using
the effective interest method. Fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan to the extent that
it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw down occurs. To the extent there is
no evidence that it is probable that some or all of the facility will be drawn
down, the fee is capitalised as a prepayment for liquidity services and
amortised over the period of the facility to which it relates.
The fair value of the liability portion of a convertible bond is determined
using a market interest rate for an equivalent non-convertible bond. This
amount is recorded as a liability on an amortised cost basis until
extinguished on conversion or maturity of the bonds. The remainder of the
proceeds is allocated to the conversion option. This is recognised and
included in shareholders' equity, net of income tax effects.
Employee benefits
Short term obligations
Liabilities for wages and salaries, including non-monetary benefits and
accumulating sick leave that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related
service are recognised in respect of employees' services up to the end of the
reporting period and are measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current employee
benefit obligations in the balance sheet.
The obligations are presented as current liabilities in the balance sheet if
the entity does not have an unconditional right to defer settlement for at
least twelve months after the reporting period, regardless of when the actual
settlement is expected to occur.
Share based payments
Employee options
The fair value of options granted is recognised as an employee benefits
expense with a corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of the options granted:
· including any market performance conditions (eg the entity's share
price)
· excluding the impact of any service and non-market performance
vesting conditions (eg profitability, sales growth targets and remaining an
employee of the entity over a specified time period), and
· Including the impact of any non-vesting conditions (eg the
requirement for employees to save or holdings shares for a specific period of
time).
The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.
Social security contributions payable in connection with an option grant are
considered an integral part of the grant itself and the charges are treated as
cash-settled transactions.
The options are administered by Cindrigo Holdings Limited. When the options
are exercised, Cindrigo Holdings Limited transfers the appropriate amount of
shares to the employee. The proceeds received net of any directly attributable
transaction costs are credited directly to equity.
Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity under share capital as a deduction, net of tax, from the
proceeds.
Earnings per share
Basic earnings per share is calculated by dividing:
· the profit attributable to owners of the Company, excluding any costs
of servicing equity other than ordinary shares
· by the weighted average number of ordinary shares outstanding during
the financial year.
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
· the after income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares, and
· the weighted average number of additional ordinary shares that would
have been outstanding assuming the conversion of all dilutive potential
ordinary shares.
3. Critical estimates, judgements and errors
The preparation of financial statements requires the use of accounting
estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Company's
accounting policies.
This note provides an overview of the areas that involved a higher degree of
judgement or complexity, and of items which are more likely to be materially
adjusted due to estimates and assumptions turning out to be wrong. Detailed
information about each of these estimates and judgements is included together
with information about the basis of calculation for each affected line item in
the financial statements. In addition, this note also explains where there
have been actual adjustments this year as a result of an error and of changes
to previous estimates.
Significant estimates and judgements
The areas involving significant estimates or judgements are:
· Going concern
See accounting policies (note 2) for details of the assessment made.
· Fair value of the Investments
· The Group issued £14,044k of ordinary shares and convertible loan
notes with a principal value of £612k convertible into up to 6,122,594 new
ordinary shares at £0.10 per shares to acquire the Cindrigo Energy Limited.
Given the operations of Cindrigo Energy Limited in Ukraine have been suspended
indefinitely the investment has been impaired in the company only accounts.
The investment eliminated on consolidation so there is no impact on the
Group's financial statements.
Estimates and judgements are continually evaluated. They are based on
historical experience and other factors, including expectations of future
events that may have a financial impact on the entity and that are believed to
be reasonable under the circumstances.
4. FINANCIAL RISK MANAGEMENT
This note explains the Company's exposure to financial risks and how these
risks could affect the Company's future financial performance. Current year
profit and loss information has been included where relevant to add further
context.
Risk Exposure arising from Measurement Management
Market risk - foreign exchange Future commercial cash flows not denominated in GBP Cash flow forecasting No hedging
Recognised financial assets and liabilities not denominated in GBP Sensitivity analysis
No hedging
Credit risk Cash and cash equivalents, trade receivables, other receivables Aging analysis Diversification of bank deposits.
Credit ratings Follow-ups to loan investment
Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts Availability of committed credit lines and borrowing facilities
Foreign exchange risk
The Company is especially focused on the currency pairs USD/GBP. The Company's
only active investment is denominated in GBP.
The Company's exposure to foreign currency risk at the end of the reporting
period, expressed in £'000 was as follows:
Currency Assets in CCY Assets in GBP 10% change Liabilities in CCY Liabilities in GBP 10% change
USD - - - - - -
EUR 1k 1k (0.1k) - - -
CHF - - - - - -
SEK - - - 18,000k 1,429k 143k
The Company's exposure to foreign currency risk at the end of the prior
period, expressed in £'000 was as follows:
Currency Assets in CCY Assets in GBP 10% change Liabilities in CCY Liabilities in GBP 10% change
USD 1 - - - - -
EUR 1 - - - - -
CHF - - - - - -
During the year, £1k foreign-exchange related losses were recognised in
profit or loss.
As described above the Company is primarily exposed to changes in the USD/GBP
exchange rate. The sensitivity of profit or loss to changes in the exchange
rates as summarized in the above table arises mainly from the Company's USD
denominated asset.
Interest rate risk
The Company's fixed rate borrowings are carried at amortised cost. They are
therefore not subject to interest rate risk as defined in IFRS 7, since
neither the carrying amount nor the future cash flows will fluctuate because
of a change in market interest rates.
Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and
financial institutions, as well as credit exposures to customers, including
outstanding receivables. To limit the risk the Company's main cash resources
are held with banks with a minimum external rating of A.
Liquidity Risk
The Company currently holds cash balances to provide funding for normal
trading activity. Trade and other payables are monitored as part of normal
management routine.
As at 31 December 2022 all financial assets were classified at fair value. A
maturity analysis of the Company's financial assets (excluding intercompany
balances ) is as follows:
As at As at
31 December 31 December
2022 2021
£'000 £'000
0 to 3 months 340 652
3 to 6 months - -
6 months + - -
Total 340 652
As at 31 December 2022 all financial liabilities were classified at amortised
cost. A maturity analysis of the Company's financial liabilities based on
contractual undiscounted payments is as follows:
As at As at
31 December 31 December
2022 2021
£'000 £'000
0 to 3 months 178 765
3 to 6 months - -
6 months + 2,113 -
Total 2,291 765
5. Business Segments
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the board of Directors. The Directors are of the opinion that the
business of the Company comprised a single activity, being the identification
and acquisition of target companies or businesses in the energy sector.
6. SHARE CAPITAL
Issued and fully paid Number of shares Share capital account
£'000
At 31 December 2021 142,202,476 22,458
Issue of shares - -
At 31 December 2022 142,202,479 22,485
7. CASH AND CASH EQUIVALENTS
2022 2021
£'000 £'000
Cash at bank and in hand 22 27
Total cash and cash equivalents 22 27
8. TRADE AND OTHER RECEIVABLES
2022 2021
£'000 £'000
Prepayments 1 6
Other receivables 339 7
Amounts due from related companies 2,715 1,265
Loan note consideration due - 612
Total trade and other receivables - 7
The balance due from related companies represents receivable loan payments
paid into the bank account of Cindrigo Limited less expenses paid by Cindrigo
Limited on behalf of Cindrigo Holdings Limited.
9. INVESTMENTS
Short-term
Investments
£'000
Fair value
At 31 December 2020 -
Issue of shares to acquire the Cindrigo Group 14,044
At 31 December 2021 14,044
Impairment (14,044)
At 31 December 2022 -
The Company holds one equity unit investment in the New York Wheel Investor
LLC, which is fully written off and the Company has transferred one of the
equity units to a loan note holder as part of the settlement of certain loan
notes, and also an investment in the Dallas Wheel Project, which is shown
under short-term investments.
In the 2018 the Company invested USD 300k into the Dallas Wheel project. This
financing was in the form of a convertible loan. On 31 December 2018 the
Company signed a contract to change the repayment terms for its investment in
the Dallas wheel. The Company received in 2019 USD 275k however has received
no further sums since. Given the uncertainty as to whether the project will
ultimately proceed the fair value of the Dallas wheel investment was fully
impaired as at year end.
The equity units in New York Wheel Investor LLC are not quoted, in the prior
year the Directors had regard to recent transactions in equity units of the
New York Wheel and therefore assessed the value as a level 3 valuation. As the
project has been stopped and the probability of the project restarting is very
low, the investment in the New York Wheel was written off in full.
In July 2021 the Company issued 140,449,800 new ordinary shares to acquire the
Cindrigo Group and complete the reverse takeover. In accordance with IFRS this
is recognised as an investment within the accounts of Cindrigo Holdings
Limited.
10. Borrowings
2022 2021
Current £'000 £'000
Convertible notes 2,113 612
Deferred cash consideration - 277
2,113 889
Note 1 Note 2 Note 3 Note 4 Note 5 Note 6
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2020 (liability) 1,091 808 50 - - - Balance at 31 December 2020 (liability)
Balance at 31 December 2020 (equity) 106 - - - - - Balance at 31 December 2020 (equity)
Finance Charge 97 72 4 - - Finance Charge
Conversion of loan to equity instrument -1,000 -700 - - - - Conversion of loan to equity instrument
Conversion of loan note 3 - - -54 - - -
Issue of Note 4 - - - 1,575 - -
Other movements -188 -180 - - - - Release of accrued interest
Balance at 31 December 2021 (liability) - - - - - - Balance at 31 December 2021 (liability)
Balance at 31 December 2021(equity) 1,000 700 - 1,575 - - Balance at 31 December 2021 (equity)
Issue of Note 5/6 - - - - 1,443 827
Finance Charge - - - - -23 -1 Finance Charge
Conversion of loan to equity instrument - - - - -68 -113 Conversion of loan to equity instrument
Conversion of loan note 4 - - - - -
Other movements - - - - - Release of accrued interest
Balance at 31 December 2022 (liability) - - - - 1352 713 Balance at 31 December 2022 (liability)
Balance at 31 December 2022 (equity) 1,000 700 - 1,575 68 113 Balance at 31 December 2022 (equity)
Note 1
On 29 January 2016, the Company issued further £1 million of secured
convertible notes. The notes were unlisted, secured, transferable and
convertible. Maturity date was 30 June 2019. The Secured Convertible Notes
were secured by one common unit of New York Wheel Investor LLC, representing a
total value US$1 million. Interest accrued at 8% per annum and was payable
quarterly. One eighth of the interest can be settled in cash or shares at the
Company's discretion. Seven eighths of the interest is settled in new
convertible notes with the same terms. The notes are convertible in cash or
shares at the option of the holder and can be converted into Ordinary Shares
at a fixed conversion price of £0.80 per Ordinary Share. The Company can
redeem the notes at a 10% premium anytime. As per the nature of this
convertible instrument, £106k has been recognised as an equity component in
of convertible instruments in statement of changes of equity, using a discount
rate of 12%.
In August 2022 the loan notes, including all accumulated but unpaid interest,
were settled by new 10-year zero coupon loan notes with a principal value of
£1m which have been reclassified as an equity instrument under IFRS.
Note 2
The last tranche of £400,000 of the £1 million funding facility announced by
the Company on 13 June 2017, was drawn on 18 January 2018 and subsequently the
Company issued convertible note for £400,000. The notes were unlisted,
unsecured, transferable and convertible. Maturity date was 8 June 2019. No
conversions could happen in the first 120 days. The maximum amount that could
be converted in any 30day period was 20% of the principal amount. The
conversion price was the lowest volume weighted average price over 10 days
prior to the conversion. Interest rate was 8% per annum and payable upon
conversion at the Company's option in cash or ordinary shares at the
conversion price. The Company could redeem in cash all or any part of the
outstanding convertible note with a 25% premium to the principal amount.
Despite reaching maturity this note was still outstanding and continued to
accrue interest in accordance with the interest terms stated.
On the 6 January 2020 the Company allotted 19,535,676 new ordinary shares of
£0.01 each to holders of the Unsecured Convertible Note, comprising
16,479,895 for the conversion of £25,000 of notes and a further 3,055,781 New
Ordinary Shares for accumulated interest.
In August 2021 the loan notes, including all accumulated but unpaid interest,
were settled by new 10- year zero coupon loan notes with a principal value of
£700,000 which have been reclassified as an equity instrument under IFRS.
Note 3
The Company issued £52,000 in unsecured convertible notes on 21 September
2020. The noteholder could convert all or part of the principal amount of
its notes into ordinary shares of the Company ('Ordinary Shares') at any time
at a fixed conversion price of 0.1p per Ordinary Share of £0.01
(pre-consolidation). The notes were unlisted, unsecured, transferable and
could be redeemed by the Company on 19 May 2021, at the Company's option in
cash or in Ordinary Shares at 0.1p per Ordinary Share. Interest accrued at 5%
per annum and payable quarterly, or upon conversion, at the Company's option
in cash or by issuing Ordinary Shares.
In August 2021 the loan notes converted automatically on the completion of the
acquisition of Cindrigo Energy Limited and 194,931 new ordinary shares were
issued in respect of such conversion.
Note 4
On 11 October 2021 the company created up to £1,575,000 Series 4 unlisted,
unsecured, zero-coupon, convertible and transferable loan notes 2031.
Note 5
On 6(th) September 2022 Company received funding of SEK 18,000k from Danir AB.
The loan is interest free and payable on 05 September 2025 but has an option
to convert.
Note 6
On 5th August 2022 Danir agreed to lend CINH £750,000 at an interest rate of
5% per annum. The Loan was to be convertible at a 25% discount to VWAP or
£1.25 per share which ever was the higher.
On 9th December 2022 CINH agreed with Danir to restructure the facility. A
loan of £750,000 was advanced to CINH on that date with agreements and loan
note instruments being reduced to writing in January 2023. The original
agreement was cancelled and a new issue of £3,800,000 convertible notes were
issued to Danir convertible at £0.15 per share. A further loan was advanced
in the sum of £750,000 which will be convertible at £1.25 per share.
2,000,000 warrants at £1.00 exercisable by 31 December 2023 and 3,000,000
warrants at £1.25 exercisable by 31 December 2023.
11. FINANCE INCOME AND COSTS
2022 2021
£'000 £'000
Interest Income -
Bank charges - 1
Interest on convertible loan notes 62 173
Interest on deferred consideration and other interest payables
Net foreign exchange costs - -
Premium to settle convertible loan - -
Finance costs 62 174
12. TRADE AND OTHER PAYABLES
2022 2021
£'000 £'000
Trade payables 37 25
Other payables 99 -
Accrued expenses 42 120
Total trade and other payables 178 245
13. EMPLOYEE BENEFIT EXPENSE
2022 2021
£'000 £'000
Wages and salaries - -
Share options granted to directors, employees and key advisers - -
- -
14. DIRECTORS' EMOLUMENTS
All current year directors' fees were paid for by the Company's 100%
subsidiary Cindrigo Limited and not recharged to the Company.
These details and the details for the other Directors can be found within the
Director's remuneration report on page 22.
The Directors were the key management personnel of the Company.
15. TAXATION
Cindrigo Holdings Limited (formerly Challenger Acquisitions Limited) is a
Guernsey Corporation subject to a corporate tax rate of nil, as of 31 December
2022. There are no unrecognised tax losses.
16. EARNINGS PER SHARE
The calculation for earnings per share (basic and diluted) for the relevant
period is based on the profit / loss after income tax attributable to equity
holder for the period ending 31 December 2021 and is as follows:
31 December 2022
Loss from continued operations attributable to equity holders (£)
(548,000)
Weighted average number of shares of £2.667609 each 142,202,476
Loss per share basic (£) (0.0038)
Weighted average number of shares for dilutive calculation 142,202,476
Loss per share diluted (£) (0.0038)
31 December 2021
Loss from continued operations attributable to equity holders (£) (515,000)
Weighted average number of shares of £2.667609 each 142,202,476
Loss per share basic (£) (0.003)
Weighted average number of shares for dilutive calculation 142,202,476
Loss per share diluted (£) (0.003)
Basic earnings per share is calculated by dividing the loss after tax
attributable to the equity holders of the Company by the weighted average
number of shares in issue during the year.
Diluted loss per share is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all potential dilutive
ordinary shares namely the conversion of the convertible loan note in issue.
The effect of these potential dilutive shares would be anti-dilutive and
therefore are not included in the above calculation of diluted earnings per
share.
17. RELATED PARTY TRANSACTIONS
There were no related party transactions except for the transactions disclosed
in Note 14 to the accounts.
18. COMMITMENTS
The Company had not entered into any material
commitments as of 31 December 2022.
19. SHARE BASED PAYMENTS
On 29 July 2015, options to acquire 615,000 Ordinary
Shares ("Options 2015") were granted to employees and consultants. On 8
September 2015, options to acquire 730,000 Ordinary Shares ("Options 2015")
were granted to the directors of the Company. These Options 2015 have a fixed
exercise price of 40 pence, and are exercisable in the following tranches; 25%
as from the date of grant and 25% every twelve months thereafter (and are
therefore fully vested after three years). They cannot be exercised after
the 5th anniversary of the grant. The Company has no legal or constructive
obligation to repurchase or settle the options in cash.
On 7 January 2016, options to acquire 160,000
Ordinary Shares ("Options 2016") were granted to consultants. These options
have a fixed exercise price of 45 pence, and are exercisable in the following
tranches:
Movements in the number of share options outstanding
and their related weighted average exercise prices are as follows: 25% as from
the date of grant and 25% every twelve months thereafter (and are therefore
fully vested after three years). They cannot be exercised after the 5th
anniversary of the grant. The Company has no legal or constructive obligation
to repurchase or settle the options in cash.
2022 2021
Average exercise price in £ per share option Options (thousands) Average exercise price in £ per share option Options (thousands)
0.41 0.41 - 0.41 -
Granted 0.00 - 0.00 -
Forfeited 0.00 - 0.00 -
Exercised 0.00 - 0.00 -
Expired 0.00 - 0.00 -
End of period 0.00 - 0.00 -
Out of the outstanding £ (2021: £nil) share options
£ (2021: £nil) were exercisable. No options were exercised in 2021 and 2022.
Share options outstanding at the end of the year have
the following expiry date and exercise prices:
Grant-vest Expiry date Exercise price in £ Share options (thousands)
2022
2016-01 2021-01 0.45 -
-
303,000 share options granted in January 2015 expired
in July 2020.
630,000 share options granted in February 2015
expired in September 2020.
The weighted average fair value of the Options 2015 determined using the
Black-Scholes valuation model was 1.4 pence per option. The significant inputs
to the model were share price of 38 pence at the grant date, exercise price of
£0.40, volatility of 14%, dividend yield of 0% an expected option life (to
expiry) of 5 years with 25% vesting each year and an annual risk free interest
rate of 0.5%. The volatility measured at the standard deviation of
continuously compounded share returns is based on the statistical analysis of
daily share prices from listing of the Company until the grant date.
The weighted average fair value of the Options 2016
determined using the Black-Scholes valuation model was 2.49 pence per option.
The significant inputs to the model were share price of 37.5 pence at the
grant date, exercise price of £0.45, volatility of 14%, dividend yield of 0%
an expected option life (to expiry) of 5 years with 25% vesting each year and
an annual risk free interest rate of 0.5%. The volatility measured at the
standard deviation of continuously compounded share returns is based on the
statistical analysis of daily share prices from listing of the Company until
the grant date.
20. SUBSEQUENT EVENTS
The Group has signed Framework agreement with Petroline regarding project
funding (contingent on Due Diligence) and Kaishan for full turn key EPC
contract, to be finalized in specific contract for Croatia 1 (Slatina 3).
The Group's largest shareholder have also provided additional £1million for
the purposes Working Capital management. The funds were received by the Group
in April 2023.
None of these events impact the financial statements for the year ended 31
December 2022.
21. ULTIMATE CONTROLLING PARTY
As of 31 December 2022, no one entity owns more than 50% of the issued share
capital. Therefore, the Company does not have an ultimate controlling party.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR RMMFTMTMBBLJRecent news on Cindrigo Holdings
See all newsREG - Cindrigo Hldgs Ltd - Application for Listing Cancellation
AnnouncementREG - Cindrigo Hldgs Ltd - Cindrigo Expands European Portfolio
AnnouncementREG - Cindrigo Hldgs Ltd - Acquisition of Kaipola Energy & Danir Financing
AnnouncementREG - Cindrigo Hldgs Ltd - Board Changes
AnnouncementREG - Cindrigo Hldgs Ltd - Final Results
Announcement