REG - Cindrigo Hldgs Ltd - Interim Results
11/08/2023 16:00
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RNS Number : 1265J Cindrigo Holdings Limited 11 August 2023
11 August 2023
Cindrigo Holdings Limited
("Cindrigo" or the "Company")
Interim Results
Cindrigo (LSE: CINH) announces its interim results for the period ended 30
June 2023. The full interim report can be round on the Company's website,
www.cindrigo.com (http://www.cindrigo.com)
Interim Management Report
Due to the situation in Ukraine, the Group has concentrated its efforts in the
geothermal sector. The Group is currently preparing to apply for the
readmission of the enlarged capital of the Group to trading on the London
Stock Exchange.
New Funding
The Group agreed with its principal shareholder, Danir AB ("Danir"), for a new
loan financing facility of £1,000,000 which was paid in April 2023. The loan
facility has been provided for the purposes working capital management.
Board of director changes
There have been no changes in the Board of Directors during the 6 months
period January - June 2023.
Financial and Corporate Overview
The half year results report a loss of £964k (2022 six-month loss was
£1,106k), which includes legal, regulatory and public Group costs for the
Group of £132k and professional fees of £64k.
The financial position at 30 June 2023 includes borrowing of £3,251k related
to three convertible notes, loans are mix of equity and convertible loan notes
and recognised as equity and liabilities. Trade and other payables of £466k
include regular trade payables of £121k, other creditors of £344k.
The principal corporate activity in the period was continuing the process of
readmission of the Group's shares to the London Stock Exchange and development
of the current project in Croatia as well as seeking new opportunities to make
development and/or acquisitions in the Geothermal and renewable energy sectors
in Europe.
The Group has acquired 90% in Croatian Group, Dravacel, who holds a geothermal
License area of 57km2 in Slatina region Croatia.
Outlook
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).
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.
I would like to take this opportunity to thank our stakeholders and the Board
for their continued support.
Lars Guldstrand
Chief Executive Officer
11 August 2023
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The Directors confirm that the interim financial statements have been prepared
in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the
Interim Report includes a fair review of:
· important events that have occurred during the first six months of
the year;
· the impact of those events on the financial statements;
· a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· details of any related party transactions that have materially
affected the Group's financial position or performance in the six months ended
30 June 2023.
The Directors who served during the period and up to the date of signing the
interim financial statements were:
Jorgen Andersson (Non-Executive Chairman)
Lars Guldstrand (Chief Executive Officer)
Mustaq Patel ((Chief Commercial Officer)
Dag Andresen (Independent Director)
Jordan Oxley (Independent Director)
Simon Fawcett (Chief Financial Officer)
Group Secretary:
Mark Taylor
For more information please contact:
Cindrigo Holdings Limited, Lars Guldstrand CEO +44 (0) 7408 861 667
St Brides Partners Ltd (PR), Catherine Leftley, Paul Dulieu cindrigo@stbridespartners.co.uk
Condensed Consolidated Statement of Comprehensive Income
The condensed consolidated statement of comprehensive income of the Group for
the six month period from 1 January 2023 to 30 June 2023 is set out below.
Period ended Period ended
30 June 30 June
2023 2022
(unaudited) (audited)
Note £'000 £'000
Administrative expenses (892) (788)
Operating loss / profit on ordinary activities before taxation (892) (788)
Finance costs (78) (318)
Loss / Profit before income taxes (970) (1,106)
Income tax expense - -
Loss / Profit after taxation (970) (1,106)
Loss / Profit for the period (970) (1,106)
Share of (Profit) / loss attributable to Non-controlling interest 6 -
Total comprehensive loss / profit attributable to owners of the parent (964) (1,106)
Loss / Profit per share:
Basic & diluted 12 (0.007) (0.008)
Condensed Consolidated Statement of Financial Position
The condensed consolidated statement of financial position as at 30 June 2023
is set out below:
As at 30 June As at 31 December
2023 2022
unaudited audited
Note £'000 £'000
Assets
Non - current assets
Property, plant and equipment 5 613 622
Intangible Assets 6 394 227
Total current assets 1,007 849
Current assets
Cash and cash equivalents 8 680 690
Trade and other receivables 9 456 402
Total current assets 1,136 1,092
Total assets 2,143 1,941
Equity and liabilities
Capital and reserves
Share capital account 7 11,965 12,038
Equity component of convertible instruments 3,673 3,456
Accumulated deficit (17,203) (16,270)
Non-controlling Interests (9) (3)
Total equity attributable to equity holders (1,574) (779)
Current liabilities
Borrowings 11 3,251 2,407
Trade and other payables 466 313
Total current liabilities 3,717 2,720
Total equity and liabilities 2,143 1,941
Condensed Consolidated Statement of Changes in Equity
The audited condensed consolidated statement of changes in equity of the Group
for the period from 1 January 2022 to 30 June 2022 is set out below:
Share Equity component of convertible instruments Retained earnings Total
Capital account
£'000 £'000 £'000 £'000
As at 1 January 2022 11,879 3,275 (13,818) (1,336)
Profit for the year
Total comprehensive loss for the year - (1,106) (1,106)
Transaction with owners
Issue of shares - - - -
Equity component convertible notes:
Other movements - - 471 -
Total - - 471 -
As at 30 June 2022 11,879 3,275 (14,453) (701)
The audited condensed consolidated statement of changes in equity of the Group
from 1 January 2023 to 30 June 2023 is set out below:
Share Equity component of convertible instruments Retained earnings Non-controlling Interest Total
Capital account
£'000 £'000 £'000 £'000 £'000
As at 1 January 2023 12,038 3,456 (16,270) (3) (779)
Profit for the year
Total comprehensive loss for the year - (964) - (964)
Transaction with owners
Issue of shares - - - - -
Equity component convertible notes: - 217 - - 217
Other movements (73) - 31 - (42)
Amounts attributable - - - (6) (6)
To NCI
Total (73) 217 31 (6) 169
As at 30 June 2023 11,965 3,673 (17,203) (9) (1,574)
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.
Condensed Consolidated Statement of Cash Flows
The condensed consolidated cash flow statement of the Group from 1 January
2023 to 30 June 2023 is set out below:
Period ended Period ended
30 June 30 June
2023 2022
Unaudited Audited
£'000 £'000
Net cash used in operating activities
Profit / Loss for the period before taxation (964) (1,106)
Depreciation and amortisation 20 -
Interest 78 318
Operating cash flows before movements in working capital (866) (788)
(Increase)/Decrease in receivables (54) (242)
Increase/(Decrease) in accounts payable and accrued liabilities 153 190
Net cash used in operating activities (767) (840)
Purchase of intangible assets (187) -
Net cash outflow from investing activities (187) -
Other movements in equity/Minority interest (48) -
Issue of convertible instruments 1,070 -
Interest paid (78) -
Net cash inflow from financing activities 944 -
Net increase (decrease) in cash and cash equivalents (10) (840)
Cash and cash equivalent at beginning of period 690 1,562
Cash and cash equivalent at end of period 680 722
Notes to the Condensed Consolidated Interim Report
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 Group.
The Group is proposing to make an application for its enlarged ordinary share
capital to be readmitted to the standard segment of the Official List of the
FCA and to trading on the Main Market of the London Stock Exchange.
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.
The Group has not prepared individual financial statements in accordance with
section 244 of the Companies (Guernsey) Law 2008.
2. BASIS OF PREPARATION
The interim condensed audited consolidated financial statements for the period
ended 30 June 2023 have been prepared in accordance with IAS 34 Interim
Financial Reporting. They do not include all the information required for a
complete set of IFRS financial statements. However, selected explanatory notes
are included to explain events and transactions that are significant to an
understanding of the changes in the group's financial position and performance
since the last annual consolidated financial statements as at the year ended
31 December 2022. The results for the period ended 30 June 2023 are
unaudited.
The condensed unaudited consolidated financial statements for the period ended
30 June 2022 have adopted accounting policies consistent with those followed
in the preparation of the Group's annual consolidated financial statements for
the year ended 31 December 2022.
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.
The following companies are consolidated into the interim 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
The Group conducts its operational business through the Company's wholly-owned
subsidiary, Cindrigo Limited (UK).
The Company signed an option agreement in November 2021 to acquire Energy
Coinvest Global Corp, a renewable energy developer with geothermal assets
primarily in Iceland and development opportunities in Croatia. This option was
exercised in March 2022.
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.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
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 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 financial statements.
Going Concern
The 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.
As at date of issue of the financial statements the Group and the noteholders
have settled their former, interest bearing loan notes, principal and accrued
but unpaid interest, by the issue of new 10-year, zero coupon, convertible
loan notes which the Group will be able to convert as soon as it is readmitted
to listing. Therefore, on admission, the liability causing the material
uncertainty as to Cindrigo Holdings Limited's ability to continue as a going
concern, will be converted to equity.
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.
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.
Intangible assets
An entity applies the definition and recognition criteria for an intangible
asset in the same way in an interim period as in an annual period.
Depreciation and amortisation
Intangible assets subject to amortization are amortized over their estimated
useful life of 10 years.
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.
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.
4. Business Segments
For the purpose of IFRS8, the Chief Operating Decision Maker "CODM" takes the
form of the board of directors. The Directors are of the opinion that the
Group comprised a single activity being the Geothermal energy sector.
5. 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 2022 622 622
Currency revaluation gain/losses (9) (9)
At 30 June 2023 613 613
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.
6. 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 2022 227 227
Additions 187 187
Depreciation (20) (20)
At 30 June 2023 394 394
7. SHARE CAPITAL
Issued and fully paid Number of shares Share capital account
£'000
At 31 December 2022 142,202,746 22,458
Issue of shares - -
At 30 June 2023 142,202,746 22,458
The Group undertook a share consolidation on 28th September 2020. Every
266.7609 of Existing Ordinary Shares of £0.01 were consolidated into one New
Ordinary Share of £2.667609 each.
During the reverse takeover the Group issued 140,449,800 shares to acquire the
Cindrigo Group. Loan notes with a principal value of £52,000 converted
automatically on completion of the acquisition and an additional 194,931 new
ordinary shares were issued on such conversion.
8. CASH AND CASH EQUIVALENTS
Period ended 30 June 2023 Period ended 31 December 2022
(unaudited) (audited)
£'000 £'000
Cash at bank and in hand 680 690
Total cash and cash equivalents 680 690
9. TRADE AND OTHER RECEIVABLES
Period ended 30 June 2023 Period ended 31 December 2022
(unaudited) (audited)
£'000 £'000
Prepayments 38 1
Other receivables 79 62
TCB Investors 339 339
Total trade and other receivables 456 402
On 5 August 2022 CINH lent interest free loan to TCB Investors OU the Vendor
of ECG £340,000 for a term to 31(st) December 2023.
10. INVESTMENTS IN ASSOCIATES
Short-term
Investments
£'000
Fair value
At 31 December 2022 -
Acquired in purchase of ECG -
At 30 June 2023 -
The Group holds only investment in associate is GEG of which the group owns
48% by virtue of owning 100% of ECG and that the investment in associate is
fully impaired.
11. Borrowings
Period ended 30 June 2023 Period ended 31 December 2022
(unaudited) (audited)
Current £'000 £'000
Convertible notes 2,940 2,113
Other loans 311 294
3,251 2,407
Note 1 Note 2 Note 3 Note 4 Note 5 Note 6
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 December 2021 (liability) - - - - - -
Balance at 31 December 2021 (equity) 1,000 700 1,575 - - -
Other movements - - - -
Issue of Note - - - 1,443 827 -
Accrued interest - - - 23 1 -
Conversion of loan to equity instrument - - - -68 -113 -
Balance at 31 December 2022 (liability) - - - 1,398 715 -
Balance at 31 December 2022(equity) 1,000 700 1,575 68 113 -
Issue of Note - - - - - 1,000
Conversion of loan to equity instrument - - - - - -216
Accrued interest - - - 36 18 9
Conversion of loan - - - - - -
Other movements - - - - - -20
Conversion of loan - - - - - -
Balance at 30 June 2023 (liability) - - - 1,414 733 793
Balance at 30 June 2023(equity) 1,000 700 1,575 68 113 216
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.
On the 6 January 2020 the Group 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
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 4
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 5
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.
Note 6
On 26th April 2023 Danir agreed to lend CINH £1,000,000 payable as soon as
possible. A loan facility is by the subscription for convertible loan notes,
unsecured 12% convertible loan notes created by the Loan Note Instrument. Loan
facility is for 48 months after the date of this agreement.
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. LOSS PER SHARE
The calculation for loss per share (basic and diluted) for the relevant period
is based on the loss after income tax attributable to equity holder for the
period from 1 January 2023 to 30 June 2023 and is as follows:
Period ended 30 June 2023 Period ended 30 June 2022
(unaudited) (audited)
Loss attributable to equity holders (£) (964,000) (1,106,000)
Weighted average number of shares 142,202,746 142,202,746
Loss per share basic (£) (0.007) (0.008)
Basic loss 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.
13. SUBSEQUENT EVENTS
There are no subsequent events to report since 30 June 2023.
14. RELATED PARTY TRANSACTIONS
During the period the consultancy fees of £48,000 (30 June 2022: £48,900)
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 2022: £nil). Transactions are completed on an arm's length basis
on normal commercial terms.
During the period the consultancy fees of £70,000 (30 June 2022: £60,000)
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 £42,500 (30 June 2022: £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 personnel, J Oxley.
Transactions are completed on an arm's length basis on normal commercial
terms.
During the period the consultancy fees of £20,000 (30 June 2022: £nil) 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.
The Company paid amounts due under Directors Service Agreements with Cindrigo
Holdings Limited for the period of £38,000 (30 June 2022: £20,500) and
remuneration of key management personnel of £Nil (30 June 2022: £16,000).
15. ULTIMATE CONTROLLING PARTY
As at 30 June 2023, no one entity owns greater than 50% of the issued share
capital. Therefore, the Group does not have an ultimate controlling party.
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